Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 19, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Document Fiscal Year Focus | 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001703647 | ||
Entity File Number | 001-39062 | ||
Entity Registrant Name | Frequency Therapeutics, Inc. | ||
Entity Incorporation State Country Code | DE | ||
Entity Tax Identification Number | 47-2324450 | ||
Entity Address Address Line | 19 Presidential Way | ||
Entity Address, Address Line Two | 2nd Floor | ||
Entity Address City Or Town | Woburn | ||
Entity Address State Or Province | MA | ||
Entity Address Postal Zip Code | 01801 | ||
City Area Code | 866 | ||
Local Phone Number | 389-1970 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | FREQ | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
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 | ||
Entity Shell Company | false | ||
Entity Public Float | $ 625.8 | ||
Entity Common Stock, Shares Outstanding | 34,177,771 | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | Portions of the Proxy Statement for the registrant’s 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 220,341 | $ 200,158 |
Short-term marketable securities | 17,197 | |
Prepaid expenses and other current assets | 4,723 | 4,000 |
Total current assets | 225,064 | 221,355 |
Property and equipment, net | 7,287 | 1,762 |
Right of use assets | 30,551 | |
Restricted cash | 1,820 | 101 |
Total assets | 264,722 | 223,218 |
Current liabilities: | ||
Accounts payable | 5,506 | 1,219 |
Accrued expenses | 6,663 | 3,239 |
Deferred revenue | 14,068 | 48,152 |
Lease liabilities | 397 | |
Other current liabilities | 170 | |
Total current liabilities | 26,634 | 52,780 |
Deferred revenue, net of current portion | 2,900 | |
Lease liabilities, net of current portion | 30,597 | |
Term Loan | 15,000 | |
Long-term liabilities | 180 | |
Total liabilities | 72,231 | 55,860 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, no shares issued or outstanding at December 31, 2020 and December 31, 2019, respectively | ||
Common stock, $0.001 par value; 200,000,000 shares authorized, 33,964,000 and 30,844,507 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 34 | 31 |
Additional paid-in capital | 287,829 | 236,161 |
Accumulated other comprehensive income | 27 | 54 |
Accumulated deficit | (95,399) | (68,888) |
Total stockholders’ equity | 192,491 | 167,358 |
Total liabilities and stockholders’ equity | $ 264,722 | $ 223,218 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 20, 2019 |
Statement Of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 | 148,724,922 |
Preferred stock, issued shares | 0 | 0 | |
Preferred stock, outstanding shares | 0 | 0 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, authorized shares | 200,000,000 | 200,000,000 | 100,000,000 |
Common stock, issued shares | 33,964,000 | 30,844,507 | |
Common stock, outstanding shares | 33,964,000 | 30,844,507 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Revenue | $ 36,984,000 | $ 28,947,000 |
Operating expenses: | ||
Royalty | 16,000,000 | |
Research and development | 37,415,000 | 18,784,000 |
General and administrative | 27,119,000 | 14,838,000 |
Total operating expenses | 64,534,000 | 49,622,000 |
Loss from operations | (27,550,000) | (20,675,000) |
Interest income | 994,000 | 1,784,000 |
Realized gain on investments | 84,000 | 138,000 |
Foreign exchange (loss) gain | (4,000) | 7,000 |
Loss before income taxes | (26,476,000) | (18,746,000) |
Provision for income taxes | (35,000) | 0 |
Net loss | (26,511,000) | (18,746,000) |
Cumulative Series C convertible preferred stock dividends | (1,054,000) | |
Net loss attributable to common stockholders | $ (26,511,000) | $ (19,800,000) |
Net loss per share attributable to common stockholders-basic and diluted | $ (0.82) | $ (2.29) |
Weighted-average shares of common stock outstanding-basic and diluted | 32,253,227 | 8,649,245 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (26,511) | $ (18,746) |
Other comprehensive (loss) gain: | ||
Unrealized (loss) gain on marketable securities | (27) | 54 |
Total comprehensive (loss) gain | (27) | 54 |
Comprehensive loss | $ (26,538) | $ (18,692) |
Consolidated Statement of Conve
Consolidated Statement of Convertible Preferred Stock, Non-controlling Interest and Stockholder's Equity (Deficit) - USD ($) $ in Thousands | Total | Non-controlling Interest | Common Stock | Additional-paid in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Series C Convertible Preferred Stock | Series B Convertible Preferred Stock | Series B-1 Convertible Preferred Stock | Series A Convertible Preferred Stock | Series A-1 Convertible Preferred Stock |
Beginning Balance at Dec. 31, 2018 | $ 3,773 | $ 38,224 | $ 9 | $ 46,694 | $ 8 | ||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 41,857,005 | 10,000 | 62,528,507 | 10,000 | |||||||
Beginning Balance at Dec. 31, 2018 | $ (48,282) | $ 2 | $ 804 | $ (49,088) | |||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 2,084,710 | ||||||||||
Stock-based compensation expense | 3,609 | 3,609 | |||||||||
Issuance of common stock upon exercise of stock options | $ 366 | $ 1 | 365 | ||||||||
Issuance of common stock upon exercise of options (in shares) | 357,170 | 357,170 | |||||||||
Issuance of convertible preferred stock | $ 61,687 | $ 266 | |||||||||
Issuance of convertible preferred stock (in shares) | 39,492,960 | 288,991 | |||||||||
Accretion of Series C preferred dividend | $ (1,054) | (1,054) | |||||||||
Accretion of Series C preferred dividend | $ 1,054 | ||||||||||
Issuance of common stock in initial public offering or private placement | 79,696 | $ 6 | 79,690 | ||||||||
Issuance of common stock in initial public offering or private placement (in shares) | 6,325,000 | ||||||||||
Conversion of preferred stock and non-controlling interest into common stock in connection with the IPO | 151,715 | $ 22 | 151,693 | ||||||||
Conversion of preferred stock and non-controlling interest into common stock in connection with the IPO (in shares) | (39,492,960) | (42,145,996) | (10) | (62,528,507) | (10,000) | ||||||
Conversion of preferred stock and non-controlling interest into common stock in connection with the IPO | $ (3,773) | $ (62,741) | $ (38,490) | $ (9) | $ (46,694) | $ (8) | |||||
Conversion of preferred stock and non-controlling interest into common stock in connection with the IPO (in shares) | 22,077,627 | ||||||||||
Other comprehensive income (loss) | 54 | $ 54 | |||||||||
Net loss | (18,746) | (18,746) | |||||||||
Ending Balance at Dec. 31, 2019 | $ 167,358 | $ 31 | 236,161 | 54 | (68,888) | ||||||
Ending Balance (in shares) at Dec. 31, 2019 | 30,844,507 | 30,844,507 | |||||||||
Stock-based compensation expense | $ 9,983 | 9,983 | |||||||||
Issuance of common stock upon exercise of stock options | $ 1,545 | $ 1 | 1,544 | ||||||||
Issuance of common stock upon exercise of options (in shares) | 769,385 | 769,385 | |||||||||
Issuance of common stock in initial public offering or private placement | $ 40,143 | $ 2 | 40,141 | ||||||||
Issuance of common stock in initial public offering or private placement (in shares) | 2,350,108 | ||||||||||
Other comprehensive income (loss) | (27) | (27) | |||||||||
Net loss | (26,511) | (26,511) | |||||||||
Ending Balance at Dec. 31, 2020 | $ 192,491 | $ 34 | $ 287,829 | $ 27 | $ (95,399) | ||||||
Ending Balance (in shares) at Dec. 31, 2020 | 33,964,000 | 33,964,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (26,511) | $ (18,746) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock-based compensation | 9,983 | 3,609 |
Depreciation expense | 1,146 | 813 |
Issuance of common stock for license agreement | 54 | |
Non-cash lease expense | 434 | |
Deferred lease incentives | (160) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (626) | (3,252) |
Accounts payable | 4,287 | (644) |
Deferred revenue | (36,984) | 51,052 |
Accrued expenses | 3,083 | 1,490 |
Net cash (used in) provided by operating activities | (45,188) | 34,216 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (6,671) | (1,064) |
Purchase of available for sale securities | (26,345) | (282,618) |
Redemption of available for sale securities | 43,418 | 265,421 |
Net cash provided by (used in) investing activities | 10,402 | (18,261) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 1,545 | 80,062 |
Proceeds from Private Placement, net of issuance costs | 40,143 | |
Proceeds from Term Loan | 15,000 | |
Net cash provided by financing activities | 56,688 | 142,015 |
Net increase in cash, cash equivalents, short-term investments, and restricted cash | 21,902 | 157,970 |
Cash, cash equivalents, short-term investments and restricted cash at beginning of period | 200,259 | 42,289 |
Cash, cash equivalents, short-term investments, and restricted cash at end of period | 222,161 | 200,259 |
Non-cash items: | ||
Right-of-use assets in exchange for lease liabilities | 31,335 | |
Cumulative Series C convertible preferred stock dividends | 1,054 | |
Conversion of preferred stock and non-controlling interest into common stock | 151,715 | |
Purchases of property and equipment included in accounts payable and accrued expenses | $ 2,145 | |
Series B Convertible Preferred Stock | ||
Cash flows from financing activities: | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 266 | |
Series C Convertible Preferred Stock | ||
Cash flows from financing activities: | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | $ 61,687 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and basis of presentation Frequency Therapeutics, Inc., together with its wholly owned subsidiaries, Frequency Therapeutics, PTY, LTD, Frequency Therapeutics Securities Corporation and Frequency Therapeutics Japan KK (Frequency Japan) (the Company), headquartered in Woburn, Massachusetts, was incorporated in November 2014 as a Delaware corporation. The Company is a clinical-stage biotechnology company focused on harnessing the body’s innate biology to repair or reverse damage caused by a broad range of degenerative diseases. On September 20, 2019, the Company effected a 1-for-6.7355 reverse stock split of its common stock. The par value of the common stock was not adjusted as a result of the reverse stock split and the authorized capital was amended to 100,000,000 shares of common stock and 148,724,922 shares of $0.001 par value preferred stock (the Preferred Stock). The reverse stock split resulted in an adjustment to the Series A Convertible Preferred Stock (Series A Preferred), Series B Convertible Preferred Stock (Series B Preferred) and Series C Convertible Preferred Stock (Series C Preferred) conversion prices to reflect a proportional decrease in the number of shares of common stock to be issued upon conversion. The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the reverse stock split for all periods presented. Shares of common stock underlying outstanding stock options were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the appropriate securities agreements. In October 2019, the Company completed the initial public offering of its common stock (the “IPO”). In the IPO, the Company issued and sold 6,325,000 shares of its common stock at a price to the public of $14.00 per share, inclusive of the underwriters’ exercise in part of their over-allotment option. The Company received approximately $79.7 million in net proceeds, after deducting underwriting discounts and commissions and other offering expenses. In connection with the IPO, on October 7, 2019 all Preferred Stock and the preferred stock of Frequency Japan converted into 22,077,627 shares of common stock and all outstanding shares of Series A-1 Preferred Stock and B-1 Preferred Stock were forfeited. On July 20, 2020, the Company issued and sold an aggregate of 2,350,108 shares of its common stock, par value $0.001 per share, at a purchase price of $18.00 per share to new and existing investors in a private placement for net proceeds of $40.1 million after deducting placement agent fees and offering expenses (the “Private Placement”). In connection with the Private Placement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the investors. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) within 60 days after the closing of the Private Placement (the “Initial Filing Date”) for purposes of registering the resale of the Shares. The Company filed a registration statement (the “Registration Statement”) which was declared effective by the SEC on September 3, 2020. The Company has also agreed, among other things, to indemnify the investors, their officers, directors, managers, employees, agents and any person who controls any investor under the Registration Statement from certain liabilities and to pay all fees and expenses (excluding any underwriting discounts and commissions) incident to the Company’s obligations under the Registration Rights Agreement. Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. Our offices are located in states that are currently operating under a phased re-opening plan in response to the COVID-19 pandemic. As of the date of the filing of this Annual Report, the majority of our employees continue to work from home, while nearly a quarter to one-third of our workforce, consisting of mainly laboratory personnel, have periodically worked in rotating teams to ensure the continuation of essential experiments. Our Farmington, CT research site, co-located with the University of Connecticut, has resumed activity at a fifty percent level after a period of paused activity due to state lock down orders previously in effect. While we have resumed experiments at our Farmington site, we have transitioned certain key experiments to our offices in Woburn, MA and third parties and contract research organizations have been engaged to advance certain projects. We are also have taken steps consistent with the FDA’s updated industry guidance for conducting clinical trials. The COVID-19 pandemic, and actions taken to mitigate it, have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which we operate, which could adversely impact our ability to raise additional capital when needed or on acceptable terms, if at all. In addition, while no significant disruptions have occurred, the COVID-19 pandemic may cause such disruptions in our business or operations, as well as the business and operations of our CMOs, CROs and other third parties with whom we conduct business. The COVID-19 pandemic may also adversely impact the our clinical trials, which could impede, delay, limit or prevent the clinical development of our product candidates and ultimately lead to the delay or Liquidity and capital resources The Company has funded its operations primarily with proceeds from the sale of its capital stock, convertible notes and amounts received under a collaboration agreement. The Company has incurred recurring losses since its inception. In addition, as of December 31, 2020, the Company had an accumulated deficit of $95,399. The Company expects to continue to generate operating losses for the foreseeable future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurances that additional funding will be available on terms acceptable to the Company, or at all. The Company believes that existing resources will be sufficient to fund planned operations for at least 12 months from the date the financial statements were available to be issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets generally accepted accounting principles (GAAP) that the Company follows to ensure its financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these notes to the consolidated financial statements are to the FASB Accounting Standards Principles of consolidation The consolidated financial statements include the accounts of Frequency Therapeutics, Inc. and its wholly owned subsidiaries Frequency Therapeutics Securities Corporation, Frequency Therapeutics PTY, LTD and Frequency Japan. All intercompany transactions and balances have been eliminated. Frequency Japan was closed down in February 2021, as further described in Note 19 of notes to consolidated financial statements. Use of estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. On an ongoing basis, the Company’s management evaluates its estimates, which include but are not limited to management’s judgments of accrued expenses, revenue recognition, fair value of common stock, valuation of share-based awards, present value of lease liabilities and income taxes. Actual results could differ from those estimates. The Company utilized significant estimates and assumptions in determining the fair value of its common stock in periods prior to the IPO. The Company utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation (the Practice Aid), to estimate the fair value of its common stock. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred stock, the superior rights and preferences of securities senior to the Company’s common stock at the time of, and the likelihood of, achieving a liquidity event, such as an initial public offering or sale. Significant changes to the key assumptions used in the valuations could have resulted in different fair values of common stock at each valuation date. Comprehensive income (loss) Components of comprehensive income or loss, including net income or loss, are reported in the financial statements in the period in which they are recognized. Other comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss) are reported net of any related tax effect to arrive at comprehensive income (loss). Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders which for the years ended December 31, 2020 and 2019 consist of unrealized gain on marketable securities. Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision-maker, the Company’s chief executive officer, views the Company’s operations and manages its business as a single operating segment, which is in the business of discovering and developing small molecule drugs that activate progenitor cells within the body to create healthy tissue. Foreign currency All periods presented are reported in US dollars. The functional currency for entities outside the United States is the US dollar. Realized and unrealized gains and losses from foreign currency transactions are reflected in the consolidated statements of operations as other expense. During the years ended December 31, 2020 and 2019 the Company recorded $(4), and $7 Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of six months or less at acquisition to be cash equivalents which are stated at fair market value. Cash and cash equivalents at December 31, 2020 and 2019 consists entirely of cash and money market funds. Restricted Cash The Company has $1.8 million of restricted cash as of December 31, 2020 which represents a $1.7 million security deposit on the Company's future Lexington, Massachusetts facility and a $0.1 million security deposit on the Company's Woburn, Massachusetts facility. The $0.1 million restricted cash at December 31, 2019 represented the security deposit on the Company's Woburn, Massachusetts facility. Short-term marketable debt securities Short-term marketable securities represent holdings of available-for-sale marketable debt securities in accordance with the Company’s investment policy. Short-term marketable investments mature within one-year from the balance sheet date. Investments in marketable securities are recorded at fair value, with any unrealized gains and losses reported within accumulated other comprehensive income as a separate component of stockholders’ equity (deficit) until realized or until a determination is made that an other-than-temporary decline in market value has occurred. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, together with interest on securities sold is determined based on the specific identification method and any realized gains or losses on the sale of investment are reflected as a component of other income (expense). Concentration of credit risk and off-balance sheet risk Financial instrument that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. The Company maintains its cash and cash equivalents at several accredited financial institutions, in amounts that exceed federally insured limits. Marketable securities consist of U.S. Treasury securities with maturities of less than twelve months. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which its money market accounts are maintained. The Company has no significant off-balance sheet such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Significant suppliers The Company is dependent on third-party manufacturers to supply products for research and development activities of its programs, including preclinical and clinical testing. In particular, the Company relies and expects to continue to rely on a single manufacturer of its product candidates for use in clinical trials. The Company would be adversely affected by a significant interruption in the supply of product for use in clinical programs. Fair value measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability between market participants at measurement dates. ASC Topic 820, Fair Value Measurement Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves. Level 3 Unobservable inputs developed using estimates or assumptions developed by the Company, which reflect those that a market participant would use in pricing the asset or liability. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying values of other current assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. The fair value of the Company’s Term Loan is not materially different from the carry value as presented given the Term Loan was issued within one month of December 31, 2020. Property and equipment Property and equipment consist of lab equipment, computer equipment, furniture and office equipment and leasehold improvements recorded at cost. These amounts are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Estimated useful life Lab equipment 3 years Software 3 years Furniture and office equipment 3 years Leasehold improvements Shorter of the estimated useful life or lease term Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are eliminated from the balance sheet and related gains or losses are reflected in the consolidated statements of operations. Impairment of long-lived assets The Company continually evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company did not recognize any impairment losses for the years ended December 31, 2020 and 2019. Research and development costs and accruals Research and development expenses include salaries and benefits, materials and supplies, preclinical and clinical trial expenses, stock-based compensation expense, depreciation of equipment, contract services and other outside expenses. The Company has entered into various research and development-related contracts with research institutions, contract research organizations, contract manufacturers and other companies. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. Costs of certain development activities, such as manufacturing, pre-clinical and clinical trial expenses, are recognized based on an evaluation of the progress to completion of specific tasks. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development costs. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. Costs incurred in obtaining technology licenses are charged to research and development expense as acquired in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. Leases The Company elected to early adopt ASC 842, Leases ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments to be made over the lease term. The ROU asset also includes any lease payments made at or before the lease commencement date and excludes lease incentives received. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. The Company has elected to not apply the recognition requirements of ASC 842 for short-term leases, which is defined as a lease that, at the lease commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. For real estate lease agreements entered into or modified after the adoption of ASC 842 that include lease and non-lease components, the Company has elected to account for the lease and non-lease components, such as common area maintenance charges, as a single lease component. Collaborative arrangements The Company analyzes its collaborative arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements Revenue from Contracts with Customers The Company enters into out-licensing agreements that are within the scope of ASC 606. The terms of such out-license agreements include licenses to functional intellectual property (IP), given the functionality of the intellectual property is not expected to change substantially as a result of the licensor’s ongoing activities. Such arrangements typically include payment of one or more of the following: non-refundable up-front license fees; reimbursement of certain costs; development and regulatory milestone payments and milestone payments based on the level of sales; and royalties on net sales of licensed products. The Company considers the economic and regulatory characteristics of the licensed IP, research, development, manufacturing and commercialization capabilities of the licensee and the availability of the associated expertise in the general marketplace to determine if it has standalone value at the inception of the licensing arrangement, which would make the license distinct. In addition, the Company considers whether the licensee can benefit from a promise for its intended purpose without the receipt of any additional good or services promised in the contract, whether the value of the license is dependent on the remaining goods and services, whether there are other vendors that could provide the remaining promise, and whether the license is separately identifiable from the remaining good and services. For licenses that are combined with other goods and services, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of progress and related revenue recognition. The measure of progress, and thereby periods over which revenue should be recognized, are subject to estimates by management and may change over the course of the research and development and licensing agreement. Such a change could have a material impact on the amount of revenue the Company records in future periods. Revenue is allocated to the licensed IP on a relative standalone selling price basis and, for functional IP, is recognized at a point when the licensed IP is made available for the customer’s use and benefit, which generally occurs at the inception of the arrangement. However, in cases, where the functionality of the IP is expected to substantively change as a result of activities of the Company that do not transfer additional promised goods or services, or in cases, where there is an expectation that the Company will undertake activities to change the standalone functionality of the IP and the customer is contractually or practically required to use the latest version of the IP, revenue for the license to functional IP is recognized over time. Development and regulatory milestone fees, which are a type of variable consideration, are recognized as revenue to the extent that it is probable that a significant reversal will not occur. The Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. The Company has entered into a collaboration arrangement with Astellas Pharma Inc. (“Astellas”), as further described in Note 16 of notes to consolidated financial statements. Revenue recognition The Company accounts for contracts with customers in accordance with ASC 606, including all amendments thereto. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as collaborative arrangements and leases. The Company’s disclosure within the below sections or elsewhere within these consolidated financial statements reflects the Company’s accounting policies in compliance with this new standard. Under ASC 606, an entity recognizes revenue when or as its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To recognize revenue for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies its performance obligations. The Company only applies the five-step model to contracts when it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and identifies as a performance obligation each promise to transfer to the customer either (a) a good or service (or bundle of goods and services) that is distinct, or (b) a series of distinct goods and services that are substantially the same and have been the same pattern of transfer to the customer. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner (the “customer” in this type of arrangement) and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. For each arrangement that results in revenues, the Company identifies all performance obligations, which may include, for example, a license to IP and know-how, research and development activities, and/or manufacturing services. In addition to any upfront payment, if the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the estimated variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. If it is probable that a significant revenue reversal will not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or of the licensee such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. For contracts that include sales-based royalties (including milestone payments based on the level of sales) promised in the exchange for licenses of intellectual property, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestone payments at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. In determining the transaction price, the Company adjusts the promised amount of consideration for the effects of the time value of money if the timing of payments provides the Company or the Company’s customer with a significant benefit of financing the transfer of goods and services. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company assesses each of its revenue generating arrangements in order to determine whether a significant financing component exists. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied, either at a point in time or over time. For performance obligations satisfied over time, the Company measures progress toward completion of its performance obligations using an input method based on the Company’s efforts and inputs to satisfy its performance obligations relative to total expected inputs to the satisfaction of that performance obligation. Amounts received from a customer prior to revenue recognition are recorded as deferred revenue. Amounts received from a customer that are expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a current liability in the accompanying consolidated balance sheets. Patent costs The Company expenses patent application and related legal costs as incurred and classifies such costs as general and administrative expenses in the accompanying consolidated statements of operations. Stock-based compensation The Company accounts for its stock-based compensation in accordance with ASC Topic 718, Compensation—Stock Compensation The Black-Scholes option pricing model requires inputs based on certain subjective assumptions, including (a) the expected stock price volatility, (b) the expected term of the award, (c) the risk-free interest rate and (d) expected dividends. Due to the lack of sufficient company-specific historical and implied volatility data, the Company has based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The Company uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment, to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The expected term is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population. For options granted to non-employees, the Company utilizes the contractual term of the share-based payment as the basis for the expected term assumption. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. There are significant judgments and estimates inherent in the determination of the fair value of the Company’s common stock prior to the IPO. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred stock, the superior rights and preferences of securities senior to its common stock at the time of, and the likelihood of, achieving a liquidity event, such as an initial public offering or sale. The Company expenses the fair value of its share-based compensation awards to employees and non-employees on a straight-line basis over the requisite service period, which is generally the vesting period. Income taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic 740, Income Taxes Net loss per share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Diluted net loss per share is the same as basic net loss per share for the years ended December 31, 2020 and 2019 since all potential shares of common stock instruments are anti-dilutive as a result of the loss for such periods. The Company’s convertible preferred stock contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss, such losses are not allocated to such participating securities. In periods where the Company reported a net loss attributable to common stockholders, diluted net loss per share is the same as basic net loss per share, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2020 and 2019. Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Year Ended December 31, 2020 2019 Numerator: Net loss attributable to common stockholders $ (26,511 ) $ (19,800 ) Denominator: Weighted-average shares of common stock outstanding- basic and diluted 32,253,227 8,649,245 Net loss per share attributable to common stockholders- basic and diluted $ (0.82 ) $ (2.29 ) The Company excluded the following potential shares of common stock from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect. Year Ended December 31, 2020 2019 Unvested restricted Common Stock 3,093 70,366 Series C Preferred (as converted to common stock) — 1,172,676 Series B Preferred (as converted to common stock) — 4,759,079 Series A Preferred (as converted to common stock) — 7,070,574 Conversion of Frequency Japan preferred stock — 513,047 Outstanding stock options (as converted to common stock) 6,816,798 5,968,672 Total 6,819,891 19,554,414 Recently adopted accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases In July 2018, the FASB also issued ASU 2018-11, Leases In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (Jobs Act). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to avail itself of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses In December 2019, the FASB issued ASU 2019-12 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair value measurements The Company’s financial assets measures at fair value on a recurring basis by level within the fair value hierarchy at December 31, 2020 and 2019 are summarized as follows: December 31, 2020 Fair Value Amortization Unrealized Fair Market Hierarchy Cost Gain Value Money market funds Level 1 $ 214,522 $ 27 $ 214,549 $ 214,522 $ 27 $ 214,549 December 31, 2019 Fair Value Amortization Unrealized Fair Market Hierarchy Cost (Loss) Gain Value Money market funds Level 1 $ 200,131 $ (12 ) $ 200,119 U.S. Government treasury securities Level 1 17,131 66 17,197 $ 217,262 $ 54 $ 217,316 |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid Expenses | 4. Prepaid expenses Prepaid expenses and other current assets consisted of the following: December 31, December 31, 2020 2019 Rent and deposits - 63 Research and development expenses 1,729 801 Grant receivable - 805 Accounts receivable 340 - Insurance 2,552 2,132 Other 102 199 Total $ 4,723 $ 4,000 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and equipment Property and equipment include the following: December 31, December 31, 2020 2019 Lab equipment $ 4,166 $ 1,846 Furniture and office equipment 283 257 Software 291 — Leasehold improvements 1,419 1,419 Construction in progress 4,340 306 Total 10,499 3,828 Accumulated depreciation (3,212 ) (2,066 ) Property and equipment, net $ 7,287 $ 1,762 The Company recognized $1,146 and $813 of depreciation expense for the years ended December 31, 2020 and 2019, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 6. Accrued expenses Accrued expenses consist of the following: December 31, December 31, 2020 2019 Payroll and employee related expenses $ 5,062 $ 2,686 Professional fees 647 435 Third-party research and development expenses 874 118 Taxes and other 80 — Total $ 6,663 $ 3,239 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt On December 11, 2020, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with a commercial bank for a Term Loan with a principal balance of $15 million. The Company will make monthly interest only payments through November 30, 2022. The principal balance and interest will be repaid in equal monthly installments after the interest only period and continuing through May 1, 2024 (the “Loan Maturity Date”). Advances under the Loan Agreement will bear an interest rate equal to the greater of either (i) 1.50% plus the Prime Rate (as reported in The Wall Street Journal The Company may prepay the advance made under the Loan Agreement in whole, at any time subject to a prepayment premium equal to: (a) 2.0% of the then-outstanding principal amount of the advance, if such prepayment occurs on or prior to the first anniversary of the Closing Date; (b) 1.0% of the then-outstanding principal amount of the advance, if such prepayment occurs after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date; and (c) 0.0% of the then-outstanding principal amount of the advance, if such prepayment occurs after the second anniversary of the Closing Date. The prepayment premium is waived if the Term Loan Facility is refinanced by the Bank (in its sole and absolute discretion) on or prior to the Loan Maturity Date. The Company will pay a final payment of $150,000, which will occur on the earliest of: (i) the Loan Maturity Date; (ii) the date that the Company prepays all of the outstanding principal in full; (iii) the date the loan payments are accelerated due to an event of default; or (iv) the termination of the Loan Agreement. The Company is recording the final payment as interest expense over the term of the loan. The Term Loan Facility is secured by substantially all of the Company’s assets, excluding intellectual property. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 8. Convertible preferred stock As of December 31, 2018, the Company had issued 62,528,507 shares of Series A Preferred Stock, 10,000 shares of Series A-1 Preferred Stock, 41,857,005 shares of Series B Preferred Stock, and 10,000 shares of Series B-1 Preferred Stock. In 2019, the Company also issued 288,911 shares of Series B Preferred Stock. On July 17, 2019, the Company authorized and issued 39,492,960 shares of Series C Preferred for net proceeds of $61,687. The Company evaluated the tranched nature of the issuance of these preferred shares as well as the rights, preferences, and privileges of such shares and has concluded that there were no freestanding derivative instruments or any embedded derivatives requiring bifurcation. In October 2019, in connection with the IPO, all shares of Preferred Stock were automatically converted into common stock. |
Non-controlling Interest
Non-controlling Interest | 12 Months Ended |
Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | 9. Non-controlling Interest In 2018, the Company issued shares of preferred stock in its subsidiary, Frequency Japan, to a Japanese investor. The Frequency Japan preferred stock held by such investor was convertible, at the option of the holder, into 673,605 shares of Company common stock, adjustable for certain dilutive events, upon an initial public offering of Company common stock, a Company liquidation or upon a 70% vote of the holders of the Preferred Stock. The preferred shares also had a liquidation preference equal to the amount paid for the shares. The Company had the option to acquire the preferred shares of Frequency Japan under certain circumstances and the holder of such preferred shares had the right to require the Company to purchase such shares under certain circumstances, primarily a merger or liquidation. In connection with this sale of the preferred stock in Frequency Japan, FT-FJ Investment, LLC (FT-FJ), a Delaware limited liability company controlled by the Company, purchased 10,000 shares of the Company’s Series A-1 Preferred Stock and 10,000 shares of the Company’s Series B-1 Preferred Stock. FT-FJ also granted to the Japanese investor an irrevocable proxy to vote the shares of Series A-1 and Series B-1 Preferred Stock held by FT-FJ. Each share of Series A-1 Preferred had 236 times the voting power of one share of common stock and each share of Series B-1 Preferred Stock has 217 times the voting power of one share of common stock. On August 20, 2019, the Company, Frequency Japan, the Japanese investor, and FT-FJ entered into an agreement pursuant to which, contingent upon the closing of an initial public offering of the Company’s common stock: (i) the Japanese investor agreed to convert its shares of preferred stock held in Frequency Japan and to terminate its proxy over the shares of Series A-1 and B-1 Preferred Stock held by FT-FJ and (ii) FT-FJ agreed to forfeit its shares of Series A-1 and Series B-1 Preferred Stock. The shares were converted into common stock and the Series A-1 and B-1 preferred shares were forfeited in conjunction with the IPO. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit | 10. Stockholders’ equity Preferred stock The Company has authorized 10,000,000 shares of $0.001 par value preferred stock of which no shares were issued or outstanding as of December 31, 2020. Common stock The Company has authorized 200,000,000 shares of $0.001 par value common stock of which 33,964,000 were issued and outstanding as of December 31, 2020. Common shares are voting, and dividends may be paid when, as and if declared by the Board of Directors. The Company has reserved the following shares of common stock for future issuance as of December 31, 2020 and 2019: December 31, December 31, 2020 2019 Stock options outstanding 6,816,798 5,968,672 Shares available for future grant under stock option plan 1,475,923 1,859,654 8,292,721 7,828,326 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 11. Stock-based compensation On November 13, 2014, the Company adopted the 2014 Stock Incentive Plan (2014 Plan). All of the Company’s employees, officers, directors, and consultants are eligible to be granted options to purchase common shares and restricted stock under the terms of the 2014 Plan. The Company reserved an aggregate of 8,550,415 shares of common stock for issuance under the 2014 Plan. As of December 31, 2020, there were no shares of common stock available for future grants under the 2014 Plan. On September 17, 2019, the Company’s board of directors and on September 19, 2019, its stockholders approved and adopted the 2019 Incentive Award Plan (“the “2019 Plan”) which became effective on the day prior to the IPO. Under the 2019 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock and cash-based awards to individuals who are then employees, officers, directors or consultants of the Company, and employees and consultants of the Company’s subsidiaries. A total of 3,100,000 shares of common stock were approved to be initially reserved for issuance under the 2019 plan. The number of shares under the 2014 Plan subject to outstanding awards as of the effective date of the 2019 Plan that are subsequently canceled, forfeited or repurchased by the Company will be added to the shares reserved under the 2019 Plan. In addition, the number of shares of common stock available for issuance under the 2019 Plan will be automatically increased on the first day of each calendar year during the ten-year term of the 2019 Plan, beginning with January 1, 2020 and ending with January 1, 2029, by the amount equal to 4% of the outstanding number of shares of the Company’s common stock on December 31, of the preceding calendar year or such lesser amount as determined by the Company’s board of directors. All stock option grants are non-statutory stock options except option grants to employees (including officers and directors) intended to qualify as incentive stock options under the Internal Revenue Code of 1986, as amended. Incentive stock options may not be granted at less than the fair market value of the Company’s common stock on the date of grant, as determined in good faith by the Board of Directors at its sole discretion. Nonqualified stock options may be granted at an exercise price established by the Board of Directors at its sole discretion (which has not been less than fair market value on the date of grant) and the vesting periods may vary. Vesting periods are generally four years and are determined by the Board of Directors. Stock options become exercisable as they vest. Options granted under the 2014 Plan and the 2019 Plan expire no more than ten years from the date of grant. Stock options A summary of the stock option activity under the 2014 Plan and the 2019 Plan are as follows: Number of shares Weighted average exercise Weighted average remaining contractual term Aggregate intrinsic Number of shares Weighted average exercise Weighted average remaining contractual term Aggregate intrinsic 2019 Plan price (in years) value 2014 Plan price (in years) value Outstanding as of December 31, 2018 — $ - — 2,089,334 $ 0.61 — — Granted 1,247,338 14.09 — 3,015,381 4.17 — — Exercised — - — (357,170 ) 1.02 — — Forfeited — - — (26,211 ) 1.09 — — Outstanding as of December 31, 2019 1,247,338 $ 14.09 9.76 $ 4,287 4,721,334 $ 2.85 8.89 $ 65,051 Granted 1,645,859 24.22 — — — — — Exercised (1,851 ) 18.93 — (767,534 ) 1.94 — — Forfeited (16,997 ) 22.72 — (11,351 ) 6.89 — — Outstanding as of December 31, 2020 2,874,349 $ 19.84 9.09 $ 44,325 3,942,449 $ 3.02 7.98 $ 127,090 Options exercisable as of December 31, 2020 564,617 $ 17.48 8.90 $ 10,042 2,337,828 $ 2.57 7.88 $ 76,416 Options unvested as of December 31, 2020 2,309,732 $ 34,283 1,604,621 $ 50,674 Stock option valuation The assumptions that the Company used to determine the grant-date fair value of stock options granted to December 31, December 31, 2020 2019 Risk-free interest rate 1.1 % 2.0 % Expected term (in years) 6.0 5.9 Expected volatility 79.1 % 79.4 % Expected dividend yield 0.0 % 0.0 % Risk-Fee Interest Rate : The Company based the risk-free interest rate over the expected term of the options based on the constant maturity of U.S. Treasury securities with similar maturities as of the date of the grant. Expected Term : The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). Expected Volatility : The Company uses an average historical stock price volatility of comparable public companies within the biotechnology and pharmaceutical industry that were deemed to be representative of future stock price trends as the Company does not have sufficient trading history for its common stock. The Company will continue to apply this process until a sufficient amount of historical information regarding volatility of its own stock price options becomes available. Expected Dividend Yield : The Company has not paid and does not anticipate paying any dividends in the near future. Therefore, the expected dividend yield was zero. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. During the years ended December 31, 2020 and 2019, 769,385 and 357,170 shares were exercised, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2020 and 2019 was $16,667 and $5,896 respectively. The weighted-average grant date fair value of options granted to employees during the years ended December 31, 2020 and 2019 was $16.41 and $4.05 The total grant date fair value of options vested during the years ended December 31, 2020 and 2019 was $7,907 and $2,990, respectively. Restricted common stock The Company issued common stock to founders, employees and advisors which was subject to vesting over four years. If any of these individuals ceased to be employed or to provide services to the Company prior to vesting, the Company had the right to repurchase any unvested Common Stock at the price paid by the holder. A summary of the status of restricted common stock as of December 31, 2020 and 2019 is presented below: Number of shares Weighted average fair value Unvested, December 31, 2019 70,366 $ 0.36 Awarded — — Vested (67,273 ) 0.29 Forfeited — — Unvested, December 31, 2020 3,093 $ 1.75 The total value of restricted stock awards that vested during the years ended December 31, 2020 and 2019, based on estimated fair values of the stock underlying the restricted stock awards was $20 and $73, respectively. Stock-based compensation Stock-based compensation expense of $9,983 and $3,609 for the years ended December 31, 2020 and 2019 respectively, is included in research and development and general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss. As of December 31, 2020 and 2019, total unrecognized stock-based compensation expense relating to unvested stock options was $31,006 and $13,820, respectively. This amount is expected to be recognized over a weighted-average period of 3.08 years and 2.76 years, respectively. |
Employee Stock Purchase Plan
Employee Stock Purchase Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Stock Purchase Plan | 12. Employee stock purchase plan On September 20, 2019, the Company’s board of directors and stockholders approved and adopted the 2019 Employee stock Purchase Plan (the “ESPP”) which became effective on the date of the IPO. The ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation. A total of 315,000 shares of common stock were approved to be initially reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will be automatically increased on the first day of each calendar year during the first ten-years of the term of the ESPP, beginning with January 1, 2020 and ending with January 1, 2029, by an amount equal to 1% of the outstanding number of shares of the Company’s common stock on December 31 of the preceding calendar year or such lesser amount as determined by the Company’s board of directors. No shares were issued under the ESPP at December 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income taxes Since inception in 2014, the Company has generated cumulative federal and state net operating loss and research and development credit carryforwards for which we have not recorded any net tax benefit due to uncertainty around utilizing these tax attributes within the respective carryforward periods. As of December 31, 2020, the Company had federal net operating loss carryforwards of approximately $67,868 and Massachusetts state operating loss carryforwards of approximately $43,386 which may be available to offset future taxable income. The U.S. federal net operating loss carryforwards include $22,400 available to reduce future taxable income through 2037 and approximately $45,469 which do not expire and are available to reduce future taxable income indefinitely. The state net operating loss carryforwards are available to offset future taxable income through 2040. As of December 31, 2020, the Company also had federal and Massachusetts research and development tax credit carryforwards of $3,014 and $1,211, respectively, which are available to offset federal and state tax liabilities through 2040 and 2035, respectively. Realization of future tax benefits is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as provided under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, respectively, as well as similar state provisions. These ownership changes may limit the number 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 completed several financings and has conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception and has determined that an ownership change did occur in March 2017. Accordingly, utilization of $12,400 of the U.S. net operating loss carryforwards which were incurred prior to March 2017 (pre-ownership change) is limited under Section 382. After the Section 382 limitations, the Company may utilize approximately $10,800 of its pre-ownership change net operating loss carryforwards based upon an annual usage of approximately $1,600 for each of the next five years after the ownership change and approximately $180 for each of the 15 years thereafter. The remaining pre-ownership change net operating losses of approximately $1,600 were written off due to expiration under limitation. The limitation has been determined by first multiplying the value of our stock at the time of the ownership change by the applicable long-term tax-exempt rate. These carryforwards may be subject to further annual limitations under Section 382 in the event of future changes in ownership. Additionally, the Company has determined an ownership changed occurred in October of 2019 as a result of the IPO. Accordingly, utilization of approximately $46,123 of the U.S. net operating loss carryforwards incurred prior to October 2019 is also limited under Section 382. The Company has determined it will be able to utilize the entire $46,123 of its pre-ownership change net operating loss carryforwards based upon the limitations calculated from the October 2019 ownership change. These carryforwards may be subject to further annual limitations under Section 382 in the event of future changes in ownership. ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, the Company has recorded a valuation allowance against its deferred tax assets at December 31, 2020 and 2019 because the Company’s management has determined that it is more likely than not that the Company will not recognize the benefits of its federal and state deferred tax assets primarily due to its cumulative loss position and, as a result, a valuation allowance of approximately $26,995 and $16,204 as of December 31, 2020 and 2019 has been established. The Company has no unrecognized tax benefits. The Company has not, as yet, conducted a study of its research and development credit carryforwards. Such a study may result in an adjustment to the Company’s research and development credit carryforwards; however, until a study is completed, and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment were required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the consolidated balance sheet or consolidated statements of operations if an adjustment were required. The Company has elected to recognize interest and penalties related to income tax matters as a component of income tax expense, of which no interest or penalties were recorded for the years ended December 31, 2020 and 2019. The Company files income tax returns in the U.S. and Massachusetts. The statute of limitations for assessment by the Internal Revenue Service and Massachusetts tax authorities remains open for all years since 2014. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state authorities to the extent utilized in a future period. No federal or state tax audits are currently in process. A reconciliation of the Company’s pre-tax income for the years ended December 31, 2020 and 2019 is as follows: 2020 2019 Domestic $ (25,744 ) $ (19,086 ) Foreign (732 ) (714 ) Total $ (26,476 ) $ (19,800 ) The Company’s provision at December 31, 2020 and 2019 consist of the following: 2020 2019 Current: Federal $ 35 $ - State - - Foreign - - Total current $ 35 $ - Deferred: Federal - - State - - Foreign - - Total Deferred $ - $ - Total provision (benefit) $ 35 $ - A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate for the years ended December 31, 2020 and 2019 is as follows: 2020 2019 U.S federal statutory income tax rate 21.0% 21.0 % Permanent differences (0.2) (2.8 ) State income taxes, net of federal benefit 3.0 4.0 Research and development tax credits 11.2 1.8 Stock compensation deductions 5.1 0.0 Other items 0.6 (1.0 ) Change in deferred tax asset valuation allowance (40.7) (23.0 ) Effective income tax rate —% —% The Company’s deferred tax assets at December 31, 2020 and 2019 consist of the following: 2020 2019 Net operating loss carryforwards $ 17,885 $ 13,253 Research and development tax credits 3,992 1,138 Intangibles 360 358 Stock compensation 850 686 Accrued expenses - 48 Deferred revenue 3,606 496 Other 142 189 Fixed assets 56 36 Lease liability 7,285 - Right of use asset (7,181 ) - Total deferred tax asset 26,995 16,204 Valuation allowance (26,995 ) (16,204 ) Net deferred tax assets $ — $ — |
Research and License Agreements
Research and License Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Research And Development [Abstract] | |
Research and License Agreements | 14. Research and license agreements Massachusetts Institute of Technology In December 2016, the Company entered into an exclusive patent license agreement (MIT License Agreement), with the Massachusetts Institute of Technology, (MIT), under which the Company received an exclusive, worldwide, royalty-bearing license to certain patent rights to develop, make, have made, use, sell, offer to sell, lease and import products (Licensed Products) and to develop and perform processes (Licensed Processes) which incorporate the licensed technology for the treatment of disease, including but not limited to the prevention and remediation of hearing loss. The Company also has the right to grant sublicenses of its rights under the MIT License Agreement. The Company is required to use diligent efforts to develop and commercialize the Licensed Products or Processes, and to make such products or processes reasonably available to the public and to spend certain minimum amounts on research and development of Licensed Products and/or Processes each year until the first commercial sale of a Licensed Product and/or a first commercial performance of a Licensed Process. The Company is also subject to certain development obligations with regards to a first Licensed Product. The Company has satisfied certain obligations related to preclinical studies and the filing of an IND for a first Licensed Product with its development activities related to FX-322. The Company’s future development obligations are: (i) to commence a Phase II clinical trial for such Product, (ii) to commence a Phase III clinical trial for such Product within five years of the IND filing for such product within two years of the IND filing for such product, (iii) to file a New Drug Application or equivalent with the FDA or comparable European regulatory agency for such Product within nine years of the IND filing for such product, and (iv) to make a first commercial sale of such Product within 11 years of the IND filing for such product. The Company also has certain development obligations for as second Licensed Product. In the event that the Company has failed to fulfill the development timeline obligation with respect to a second Licensed Product and fail to cure such breach within ninety (90) days of written notice by MIT, MIT may restrict the licensed field to the prevention and remediation of hearing loss in humans and animals. The Company does not have the right to control prosecution of the in-licensed patent applications, and its rights to enforce the in-licensed patents are subject to certain limitations. Upon entering into the MIT License Agreement, the Company paid a $50 license fee payment and issued to MIT shares of our common stock equal to 5% of total then-outstanding capital stock. The Company is required to pay certain annual license maintenance fees which may be credited to running royalties during the same calendar year, if any, and to make potential milestone payments up to $2,900 on each Licensed Product or Licensed Process. In addition, The Company is required to pay a low single-digit royalty on Licensed Products and Licensed Processes and a low-twenties royalty on sublicense revenues. In the year ended December 31, 2019 the Company paid MIT a royalty of $16,000 related to the upfront payment received from Astellas, see Note 15. The MIT License Agreement will remain effect until the expiration or abandonment of all issued patents and filed patent applications licensed thereunder remain in effect, unless terminated earlier. The Company has the right to terminate for any reason upon a 3-month prior written notice. MIT shall have the right to terminate if the Company ceases to carry on any business related to the MIT License Agreement. MIT may terminate the MIT License Agreement for the Company’s material breach uncured within ninety (90) days (or thirty (30) days in the case of nonpayment). MIT may also terminate the MIT License Agreement if the Company or our affiliates commence any action against MIT to declare or render any claim of the licensed patent rights invalid, unpatentable, unenforceable, or non-infringed (a patent challenge), or if our sublicensee commences such actions and the Company does not terminate such sublicense within thirty (30) days after MIT’s demand. MIT has the right to increase all payments due, instead of terminating the MIT License Agreement in the case of a patent challenge. In May 2019, the Company entered into an amendment with MIT, updating the diligence milestones for a second Licensed Product. The patents in-licensed by the Company from MIT pursuant to the MIT License claim inventions created by, among others, Dr. Langer, one of the Company’s directors. Pursuant to MIT’s policy on the ownership, distribution and commercial development of MIT technology, or the MIT Policy, inventors of intellectual property invented at MIT, including the inventors of patents licensed to the Company under the MIT License, are entitled to a portion of the net royalty income derived by MIT from such inventions, but not amounts received by MIT from the sale of common stock previously issued by the Company to MIT pursuant to the MIT License. Accordingly, pursuant to the MIT Policy, Dr. Langer is entitled to receive a portion of the amounts the Company pays to MIT under the MIT License, including the Astellas Royalty Payment and future milestone payments or royalties, if any, that the Company may receive pursuant to the Astellas Agreement. Accordingly, Dr. Langer has received $1.98 million and $0.01 million from MIT under the MIT Policy during the years ended December 31, 2020 and 2019, respectively. Refer to Note 18 for all related party disclosures. The Scripps Research Institute (California Institute for Biomedical Research) In September 2018, the Company entered into a license agreement, (CALIBR License Agreement), with the California Institute for Biomedical Research, (CALIBR), under which the Company received an exclusive, worldwide, royalty-bearing license to certain patent rights to make, have made, use, sell, offer to sell, and import products (CALIBR Licensed Products) which incorporate the licensed technology for the treatment of multiple sclerosis. The Company also have the right to grant sublicenses of our rights under the CALIBR License Agreement. CALIBR reserves the right to use for itself and the right to grant non-exclusive licenses to other nonprofit or academic institutions, for any internal research and educational purposes. The Company is required to use commercially reasonable efforts to develop, manufacture, and sell at least one Licensed Product and does not have the right to control prosecution of the in-licensed patent applications, and to enforce the in-licensed patents are subject to certain limitations. The Company is also subject to certain milestone timeline obligations , which may be extended under certain circumstances as outlined in the CALIBR License Agreement, to: (i) submit an IND (or equivalent) for a CALIBR Licensed Product by the 30th month after the effective date of the CALIBR License Agreement, (ii) initiate a Phase II clinical trial (or equivalent) for a CALIBR Licensed Product by the fourth anniversary of the effective date of the CALIBR License Agreement, and (iii) initiate a Phase III clinical trial (or equivalent) for a CALIBR Licensed Product by the sixth anniversary of the effective date of the CALIBR License Agreement. Upon entering into the CALIBR License Agreement, the Company made a $1,000 license fee payment and are required to make milestone payments up to $26,000 for each Category of CALIBR Licensed Products (Category 1 means any CALIBR Licensed Products containing a compound that modulates any muscarinic receptor and Category 2 means any CALIBR Licensed Products not included in Category 1 that could differentiate oligodendrocyte precursors). The Company is also required to pay a middle single-digit royalty on CALIBR Licensed Products and a royalty on sublicense revenues ranging from low-teen percentage to 50%. The CALIBR License Agreement shall continue in effect until expiration of all Company obligations to pay royalties. Royalties shall be payable on a country-by-country and CALIBR Licensed Product-by-CALIBR Licensed Product basis upon the later of (1) the expiration or abandonment of all valid claims of the licensed patent rights in such country and (2) ten years from the first commercial sale of each CALIBR Licensed Product. The Company may terminate the CALIBR License Agreement at will upon a 30-day prior written notice. The Company may also elect to terminate its license to one or more licensed patents in any or all jurisdictions by giving ninety (90) days’ prior written notice to CALIBR. CALIBR may terminate the CALIBR License Agreement for material breach uncured within thirty (30) days. CALIBR has the right to terminate or reduce the license to a non-exclusive license if the Company fails to use diligent efforts to develop and commercially exploit CALIBR Licensed Products. The Scripps Research Institute In September 2018, we entered into a Research Funding and Option Agreement, or the Scripps option agreement, with Scripps, under which we were granted an exclusive option to acquire an exclusive, sublicensable, worldwide license under certain intellectual property related to the treatment of MS. As consideration for the Scripps option agreement, we made funding payments totaling $0.7 million to Scripps to support its research activities. Scripps has agreed to use reasonable efforts to perform the research program pursuant to the Scripps option agreement. The Scripps option agreement had a one-year term and was renewed for a second year by mutual written agreement. In September 2020, the Company extended the term of the option agreement through the end of December 2021. As consideration for this extension, the Company is required to make additional funding payments of $0.6 million to Scripps through December 2021. The Company has the right to terminate by giving 90 days’ advance notice. Scripps has the right to terminate in the event of nonpayment by us that remains uncured for 10 days. Each party has the right to terminate in the event of the other party’s material breach that remains uncured for 60 days or if the other party becomes bankrupt. Massachusetts Eye and Ear (Formerly Massachusetts Eye and Ear Infirmary) In February 2019, the Company entered into an Non-Exclusive Patent License Agreement (MEE License Agreement) with the Massachusetts Eye and Ear (MEE) under which it received a non-exclusive, non-sublicensable, worldwide, royalty-bearing license to certain patent rights to develop, make, have made, use, sell, offer to sell, lease and import products and to develop and perform processes which incorporate the licensed technology for the treatment or prevention of hearing loss. The Company is required to use diligent efforts to develop and commercialize the licensed products and MEE has control over the filing, prosecution, enforcement and defense of any licensed patent rights. We met one of our milestone timeline obligations by dosing a first patient in a Phase II trial by December 31, 2020. We are still subject to a milestone timeline obligation to dose a first patient in a Phase III trial by December 31, 2024. Upon entering into the MEE License Agreement, the Company made a $20 license fee payment and is required to pay certain annual license maintenance fees until the first commercial sale and a minimum annual royalty payment after the first commercial sale. The Company is also required to make milestone payments up to $350 on each product or process which incorporates the licensed patent rights and pay a low single-digit royalty on products and processes that incorporate the licensed patent rights. The MEE License Agreement shall remain in effect until all issued patents and filed patent applications within the licensed patent rights have expired or been abandoned, unless terminated earlier. The Company has the right to terminate the MEE License Agreement at will by giving thirty (30) business days advance written notice to MEE. MEE has the right to terminate the MEE License Agreement if the Company fails to make any payment due within thirty (30) business days after MEE notifies the Company of such failure. MEE shall have the right to terminate if the Company fails to maintain the required insurance. MEE shall also have the right to terminate the MEE License Agreement upon forty-five (45) business days written notice if the Company becomes insolvent. MEE has the right to terminate for any other default not cured within sixty (60) business days written notice. MEE also has the right to terminate if the Company or its affiliates challenge the validity of the licensed patent rights. Cambridge Enterprise Limited In December 2019, we entered into an Exclusive Patent License Agreement ( the “Cambridge License”) with Cambridge Enterprise Limited (the technology transfer arm of the University of Cambridge) The Company has agreed to use diligent and good faith efforts to develop and commercially exploit at least one Cambridge Licensed Product. Upon entering into the Cambridge License, the Company made a $50 license fee payment. The Company is obligated to pay an annual license fee of $50. The Company is also obligated to make milestone payments up to $10.5 million on each Cambridge License Product. In addition, the Company has agreed to pay a low single-digit royalty on products that incorporate the licensed patent rights, subject to offset in certain circumstances. The Cambridge License continues in effect on a country-by-country basis until the expiration or revocation, without right of further appeal, of all licensed issued patents and filed patent applications, unless terminated earlier. We have the right to terminate for any reason upon 90 days’ prior to written notice. Each party has the right to terminate immediately if the other party ceases to carry on its business. Either party may also terminate the Cambridge License for material breach if such breach remains uncured for 30 days. Cambridge may also terminate the Cambridge License if we fail to diligently develop and commercially exploit at least one Cambridge Licensed Product or we or our affiliates or sub-licenses commence any action against Cambridge to declare or render any claim of the licensed patent rights invalid, unpatentable, unenforceable, or not infringed. Department of Defense In June 2018, the Company received a grant (the Grant) from the Department of Defense (DoD) under which the Company is receiving funding to further the Company’s research and development of a therapeutic drug to treat hearing loss. The Company is receiving funding of $1,596 over two years from the date of the Grant. The Company has determined that the DoD is not considered a customer under ASC 606, therefore funding received from the DoD under the Grant is recorded as a reduction of research and development expenses. The Company has recorded $323 and $845 as a reduction in research and development expenses for the years ended December 31, 2020 and 2019, respectively. |
Collaboration Agreement
Collaboration Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration Agreement | 15. Collaboration agreement In July 2019, the Company entered into a License and Collaboration Agreement with Astellas (the Astellas Agreement), under which the Company granted Astellas an exclusive, royalty-bearing, sub-licensable, nontransferable license to certain patent rights to research, develop, manufacture, have manufactured, use, seek and secure regulatory approval for, commercialize, offer for sale, sell, have sold and import, and otherwise exploit licensed products containing both a GSK-3 inhibitor and an HDAC inhibitor, (the Astellas Licensed Products), including the product candidate FX-322, outside of the United States. The Company also granted Astellas a right of first negotiation and a right of last refusal if it entered into any negotiation or agreement of any kind (other than an acquisition of all of the stock or assets of the Company) with any third party under which such third party would obtain the right to develop, manufacture, or commercialize Astellas Licensed Products in the United States. The Company has agreed to conduct Phase 2a clinical studies in the United States. Upon the completion thereof, the Company and Astellas have agreed to jointly develop the Astellas Licensed Products, including carrying out joint studies. Each party has agreed to use commercially reasonable efforts to carry out development activities assigned to it under an agreed-upon development plan. Astellas has agreed to use commercially reasonable efforts to obtain regulatory approval for at least one Astellas Licensed Product in sensorineural hearing loss and in age-related hearing loss, in each case, in one major Asian country and one major European country. The Company has agreed to use commercially reasonable efforts to obtain regulatory approval for at least one Astellas Licensed Product in the United States. Astellas has the sole right to commercialize the Astellas Licensed Products outside of the United States, and the Company has the sole right to commercialize the Astellas Licensed Products in the United States. Astellas has agreed to use commercially reasonable efforts to commercialize Astellas Licensed Products in a major Asian country and a major European country following receipt of regulatory approval in such countries. The collaboration is governed by a joint steering committee (“JSC”) established under the Astellas Agreement and shall be comprised of three representatives each from the Company and Astellas. The JSC shall oversee and coordinate the overall conduct of the development, manufacture and commercialization of the Astellas Licensed Products. All decisions of JSC shall be taken through a unanimous vote with each party’s representatives collectively having one vote. Both the parties shall be responsible for carrying out the development and manufacturing activities in their defined territory in accordance with the plan as reviewed and approved in the JSC. As consideration for the licensed rights under the Astellas Agreement, Astellas paid the Company an upfront payment of $80.0 million in July 2019 and has agreed to pay potential development milestone payments up to $230.0 million and commercialization milestones of up to $315.0 million. Specifically, the Company would receive development milestone payments of $65.0 million and $25.0 million upon the first dosing of a patient in a Phase 2b clinical trial for SNHL in Europe and Asia, respectively and $100.0 million and $40.0 million upon the first dosing of a patient in a Phase 3 clinical trial for SNHL in Europe and Asia, respectively. If the Astellas Licensed Products are successfully commercialized, the Company would be eligible for up to $315.0 million in potential commercial milestone payments and also tiered royalties at rates ranging from low- to mid-teen percentages. The parties shall share equally, on a 50/50 basis, all out-of-pocket costs and joint study costs for all the joint activities conducted pursuant to the development plans or the joint manufacturing plan. The Astellas Agreement remains in effect until the expiration of all royalty obligations. Royalties are paid on a licensed product-by-licensed product and country-by-country basis until the latest of (i) the expiration of the last valid claim in the licensed patent rights with respect to such Astellas Licensed Product in such country or (ii) a set number of years from the first commercial sale of such Astellas Licensed Product in such country. Astellas may terminate the Astellas Agreement at will upon 60 days’ written notice. Each party has the right to terminate the Astellas Agreement due to the other party’s material breach if such breach remains uncured for 90 days (or 45 days in the case of nonpayment) or if the other party becomes bankrupt. The Astellas Agreement is a collaborative agreement that is within the scope of ASC 808. The Company analyzed the joint research and development activities to assess whether they fall within the scope of ASC 808, and will reassess this throughout the life of the arrangement based on changes in the roles and responsibilities of the parties. Based on the terms of the arrangement as outlined above, both parties are deemed to be active participants in the collaboration. Both parties are performing research and development activities in their defined territory and will be performing joint clinical studies in accordance with the development plan and the study protocol approved by the JSC. Additionally, Astellas and the Company are exposed to significant risks and rewards dependent on the commercial success of any product candidates that may result from the collaboration. As such, the collaboration arrangement is deemed to be within the scope of ASC 808. The arrangement consists of two components; the license of IP and the research and development activities, including committee participation, to support the co-development and research plan. Under the provisions of ASC 808, the Company has determined that it will apply the guidance in ASC 606 to recognize the revenue related to the license since that component of the arrangement is more reflective of a vendor-customer relationship. The Company determined that the license and the related research and development services associated with the Phase 2a clinical study were not distinct from one another, as the license has limited value to Astellas without the performance of the research and development activities and the Phase 2a study is essential to the use of the license. As such, the Company determined that these activities should be accounted for as a single combined performance obligation. Revenue associated with this single performance obligation is being recognized as the research and development work is performed, using an input method on the basis of research and development costs incurred to date relative to total research and development costs expected to be incurred. The transfer of control occurs over this time period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation. The Company has determined that the period of performance of the research and development services began upon the signing of the Astellas Agreement and will continue until the completion of the Phase 2a clinical trial of FX-322. The transaction price of $80.0 million has been allocated to the single combined performance obligation and will be recognized over such period. Management has analyzed the progress of the Phase 2a clinical trial and has estimated the completion date of such trial and the total costs it expects to incur in performing the trial and is recognizing the $80.0 million upfront fee as revenue over the period from July 2019 until the estimated completion date using the input method. The Company regularly assesses its estimates and to the extent that facts and circumstances dictate, the Company revises its estimates of total cost or completion date and accounts for such change on a prospective basis. The Company was required to pay MIT a royalty of $16.0 million on the $80.0 million of sublicense revenues. The $16.0 million royalty was expensed in the third quarter of 2019. The $80.0 million upfront payment received from Astellas in July 2019 was initially recorded as deferred revenue and is being recognized as revenue according to the policy described above. In the year ended December 31, 2020, the Company recognized $37.0 million of revenue under the Astellas Agreement. In the year ended December 31, 2019, the Company recorded $28.9 million of revenue under the Astellas Agreement which included $16.0 million related to the royalty payment to MIT and $12.9 million based upon the application of the input method to the remaining $64.0 million to be recognized over the estimated period to completion of the Phase 2a clinical trial for FX-322. The potential development and regulatory milestone payments are fully constrained until the Company can conclude that achievement of the milestone is probable and that it is probable that recognition of revenue related to the milestone will not result in a significant reversal in the amount of cumulative revenue recognized when the uncertainty associated with the variable consideration is ultimately resolved and as such these have been excluded from the transaction price. As part of its evaluation of the constraint, the Company considers numerous factors, including the fact that achievement of the milestones is outside the control of the Company and contingent upon the future success of clinical trials, the licensee’s efforts, and the receipt of regulatory approval. Any consideration related to sales-based milestones (including royalties) will be recognized when the related sales occur as these amounts have been determined to relate predominantly to the license granted to Astellas and therefore are recognized at the later of when the performance obligation is satisfied, or the related sales of licensed products occur. The Company re-evaluates the transaction price, including its estimated variable consideration included in the transaction price and all constrained amounts, at each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. The Astellas Agreement contains joint research and development activities that are not within the scope of ASC 606. The Company will recognize research and development expense related to the joint study costs for all the joint activities in future periods and reimbursements received from Astellas will be recognized as an offset to research and development expense on the consolidated statement of operations during the development period. In the years ended December 31, 2020 and 2019, the Company invoiced Astellas $1,046 and $186 for joint costs, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and contingencies Operating leases In 2016, the Company and a related third party (see Note 18) entered into a five-year operating lease for the Company’s primary office and laboratory space in Woburn, Massachusetts. The lease was extended in November 2019 and expires in February 2025. On December 11, 2020, the Company entered into an Agreement for Termination of Lease and Voluntary Surrender of Premises (the “Lease Termination Agreement”) with ARE-MA Region No. 20, LLC (the “Landlord”). The Lease Termination Agreement provides that the Lease Agreement, dated as of August 14, 2016, by and between the Company and Landlord (as the same may have been amended, the “Lease”) will terminate on March 31, 2021, unless the Company elects to extend the term of the Lease. The Company exercised the option to extend the lease until May 31, 2021. As consideration for the Landlord’s agreement to enter into the Lease Termination Agreement and accelerate the expiration date of the term of the Lease, the Company has agreed to pay to Landlord a fee of approximately $0.2 million. On January 7, 2020 the Company entered into an indenture of lease (the “Lexington Lease”) with HCP/KING 75 Hayden LLC, for the lease of approximately 61,307 square feet of rentable area in Lexington, Massachusetts or (the “Lexington Premises”). The Lexington Lease commenced on December 11, 2020, (the “Commencement Date”). The Company expects to use the Lexington Premises as its new principal executive offices and as a laboratory for research and development, and other related uses. The term of the Lexington Lease, (the “ Initial Term”), is ten years from the rent commencement date (which is five months following the Commencement Date) and the Initial Term is expected to end on May 31, 2031. The Company also has the option to extend the Initial Term for two additional terms of five years each. As of December 31, 2020, the Company has $30,551 of operating lease ROU assets, and $397 and $30,597 of current and non-current lease liabilities, respectively, recorded on the consolidated balance sheets. For the year ended December 31, 2020 the Company recorded $470 of operating lease cost, $510 Other information December 31, 2020 Weighted-average remaining lease term 10.3 years Weighted-average discount rate (1) 8.5 % (1) Rate includes the Company’s Woburn and Lexington leases. The table below reconciles the undiscounted cash flows to the operating lease liability recorded on the consolidated balance sheet as of December 31, 2020. 2021 2,928 2022 4,159 2023 4,284 2024 4,412 2025 4,545 Thereafter 27,070 Total minimum lease payments 47,398 Less: amount of lease payments representing interest (16,404 ) Present value of future lease payments 30,994 Less: current lease liabilities (397 ) Noncurrent lease liabilities $ 30,597 Future aggregate minimum payments under the noncancelable operating leases and short term leases, including the Lexington, MA lease and Connecticut lease, which is not subject to ASC 842, as of December 31, 2020 are as follows: 2021 $ 2,986 2022 4,159 2023 4,284 2024 4,412 2025 4,545 2026 and beyond 27,070 Total minimum lease payments $ 47,456 Contract commitments The Company has contracted with a research institution to provide research for a therapeutic drug to treat multiple sclerosis. In September 2020, the Company extended the term of this contract through December 2021. As consideration for this extension, the Company committed to total payments of $0.6 million through December 2021. The Company enters into contracts in the normal course of business with CROs, CMOs, universities, and other third parties for preclinical research studies, clinical trials and testing and manufacturing services. These contracts generally do not contain minimum purchase commitments and are cancelable by us upon prior written notice although, purchase orders for clinical materials are generally non-cancelable. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including non-cancelable obligations of our service providers, up to the date of cancellation or upon the completion of a manufacturing run. Guarantees The Company has identified the guarantees described below as disclosable, in accordance with ASC 460, Guarantees As permitted under Delaware law, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make is unlimited; however, the Company has directors’ and officers’ insurance coverage that should limit its exposure and enable it to recover a portion of any future amounts paid. The Company is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate the Company to indemnify the other parties to such agreements upon the occurrence of certain events. Such indemnification obligations are usually in effect from the date of execution of the applicable agreement for a period equal to the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. The Company leases office space in Woburn, Massachusetts under a five-year non-cancelable operating lease , and has entered into a facility lease in Lexington, Massachusetts. The Company has standard indemnification arrangements under these leases that require it to indemnify the landlord against all costs, expenses, fines, suits, claims, demands, liabilities, and actions directly resulting from any breach, violation, or nonperformance of any covenant or condition of the lease As of December 31, 2020 and 2019, the Company had not experienced any losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves have been established. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | 17. Employee benefit plan Employees of the Company are eligible to participate in the Company’s 401(k) retirement plan (the “401(k) Plan”). Participants may contribute up to 90% of their annual compensation to the 401(k) Plan, subject to statutory limitations. Under the 401(k) Plan Safe Harbor Match, the Company matches 100% of the first 5% of employee contributions and vests 100% at time of match. For the years ended December 31, 2020 and 2019, the Company made matching contributions of $0.4 million and $0.2 million, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. Related party transactions The Company’s lease for its Woburn, Massachusetts facility, see Note 16, is with an entity affiliated with one of the Company’s directors and shareholders. As disclosed in Note 14, the Company entered into the MIT License Agreement in December 2016. The patents in-licensed by the Company from MIT pursuant to the MIT License Agreement claim inventions created by, among others, Dr. Langer, one of the Company’s directors. Accordingly, Dr. Langer has received $1.98 million and $0.01 million from MIT under the MIT Policy during the years ended December 31, 2020 and 2019, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent events The Company has evaluated subsequent events for recognition, remeasurement and disclosure purposes through March 29, 2021, the date which the consolidated financial statements were available to be issued. The identified subsequent events are as follows; On February 18, 2021, the Company completed the liquidation and dissolution of Frequency Therapeutics Japan KK, the Company’s Japanese subsidiary. On March 23, 2021, the Company announced topline, day-90 data from its FX-322 Phase 2a study. The interim results show that four weekly injections in subjects with mild to moderately severe sensorineural hearing loss did not demonstrate improvements in hearing measures versus placebo. No treatment-related serious adverse events were observed in the study. The Company also announced new preliminary data from a parallel study demonstrating hearing improvement from a single injection of FX-322. The single dose showed efficacy that was clinically meaningful and statistically significant compared to the untreated ear, had a favorable safety profile and was well tolerated. |
Selected Quarterly Data (Unaudi
Selected Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Data (Unaudited) | 20. Selected Quarterly Data (Unaudited) The following table contains quarterly financial information for 2020 and 2019. The Company believes that the following information reflects all normal recurring adjustments necessary for the fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. 2020 March 31, June 30, September 30, December 31, Total (in thousands, except per share amounts) Total revenue $ 7,264 $ 8,523 $ 11,247 $ 9,950 $ 36,984 Total expenses 12,177 14,548 16,588 20,182 $ 63,495 Net loss (4,913 ) (6,025 ) (5,341 ) (10,232 ) $ (26,511 ) Cumulative series C convertible preferred stock dividends — — — — — Net loss attributable to common stockholders (4,913 ) (6,025 ) (5,341 ) (10,232 ) $ (26,511 ) Net loss per share attributable to common shareholders - basic and diluted $ (0.16 ) $ (0.19 ) $ (0.16 ) $ (0.30 ) $ (0.82 ) 2019 March 31, June 30, September 30, December 31, Total (in thousands, except per share amounts) Total revenue $ — $ — $ 24,238 $ 4,709 $ 28,947 Total expenses 5,826 6,852 24,813 10,202 $ 47,693 Net loss (5,826 ) (6,852 ) (575 ) (5,493 ) $ (18,746 ) Cumulative series C convertible preferred stock dividends — — (1,014 ) (40 ) $ (1,054 ) Net loss attributable to common stockholders (5,826 ) (6,852 ) (1,589 ) (5,533 ) $ (19,800 ) Net loss per share attributable to common shareholders - basic and diluted $ (3.24 ) $ (3.42 ) $ (0.73 ) $ (0.19 ) $ (2.29 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets generally accepted accounting principles (GAAP) that the Company follows to ensure its financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these notes to the consolidated financial statements are to the FASB Accounting Standards |
Principles of Consolidation | Principles of consolidation The consolidated financial statements include the accounts of Frequency Therapeutics, Inc. and its wholly owned subsidiaries Frequency Therapeutics Securities Corporation, Frequency Therapeutics PTY, LTD and Frequency Japan. All intercompany transactions and balances have been eliminated. Frequency Japan was closed down in February 2021, as further described in Note 19 of notes to consolidated financial statements. |
Use of Estimates | Use of estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. On an ongoing basis, the Company’s management evaluates its estimates, which include but are not limited to management’s judgments of accrued expenses, revenue recognition, fair value of common stock, valuation of share-based awards, present value of lease liabilities and income taxes. Actual results could differ from those estimates. The Company utilized significant estimates and assumptions in determining the fair value of its common stock in periods prior to the IPO. The Company utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation (the Practice Aid), to estimate the fair value of its common stock. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred stock, the superior rights and preferences of securities senior to the Company’s common stock at the time of, and the likelihood of, achieving a liquidity event, such as an initial public offering or sale. Significant changes to the key assumptions used in the valuations could have resulted in different fair values of common stock at each valuation date. |
Comprehensive Income (loss) | Comprehensive income (loss) Components of comprehensive income or loss, including net income or loss, are reported in the financial statements in the period in which they are recognized. Other comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss) are reported net of any related tax effect to arrive at comprehensive income (loss). Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders which for the years ended December 31, 2020 and 2019 consist of unrealized gain on marketable securities. |
Segment Information | Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision-maker, the Company’s chief executive officer, views the Company’s operations and manages its business as a single operating segment, which is in the business of discovering and developing small molecule drugs that activate progenitor cells within the body to create healthy tissue. |
Foreign Currency | Foreign currency All periods presented are reported in US dollars. The functional currency for entities outside the United States is the US dollar. Realized and unrealized gains and losses from foreign currency transactions are reflected in the consolidated statements of operations as other expense. During the years ended December 31, 2020 and 2019 the Company recorded $(4), and $7 |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of six months or less at acquisition to be cash equivalents which are stated at fair market value. Cash and cash equivalents at December 31, 2020 and 2019 consists entirely of cash and money market funds. |
Restricted Cash | Restricted Cash The Company has $1.8 million of restricted cash as of December 31, 2020 which represents a $1.7 million security deposit on the Company's future Lexington, Massachusetts facility and a $0.1 million security deposit on the Company's Woburn, Massachusetts facility. The $0.1 million restricted cash at December 31, 2019 represented the security deposit on the Company's Woburn, Massachusetts facility. |
Short-term Marketable Debt Securities | Short-term marketable debt securities Short-term marketable securities represent holdings of available-for-sale marketable debt securities in accordance with the Company’s investment policy. Short-term marketable investments mature within one-year from the balance sheet date. Investments in marketable securities are recorded at fair value, with any unrealized gains and losses reported within accumulated other comprehensive income as a separate component of stockholders’ equity (deficit) until realized or until a determination is made that an other-than-temporary decline in market value has occurred. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, together with interest on securities sold is determined based on the specific identification method and any realized gains or losses on the sale of investment are reflected as a component of other income (expense). |
Concentration of Credit Risk and Off-balance Sheet Risk | Concentration of credit risk and off-balance sheet risk Financial instrument that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. The Company maintains its cash and cash equivalents at several accredited financial institutions, in amounts that exceed federally insured limits. Marketable securities consist of U.S. Treasury securities with maturities of less than twelve months. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which its money market accounts are maintained. The Company has no significant off-balance sheet such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. |
Significant Suppliers | Significant suppliers The Company is dependent on third-party manufacturers to supply products for research and development activities of its programs, including preclinical and clinical testing. In particular, the Company relies and expects to continue to rely on a single manufacturer of its product candidates for use in clinical trials. The Company would be adversely affected by a significant interruption in the supply of product for use in clinical programs. |
Fair Value Measurements | Fair value measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability between market participants at measurement dates. ASC Topic 820, Fair Value Measurement Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves. Level 3 Unobservable inputs developed using estimates or assumptions developed by the Company, which reflect those that a market participant would use in pricing the asset or liability. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying values of other current assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. The fair value of the Company’s Term Loan is not materially different from the carry value as presented given the Term Loan was issued within one month of December 31, 2020. |
Property and Equipment | Property and equipment Property and equipment consist of lab equipment, computer equipment, furniture and office equipment and leasehold improvements recorded at cost. These amounts are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Estimated useful life Lab equipment 3 years Software 3 years Furniture and office equipment 3 years Leasehold improvements Shorter of the estimated useful life or lease term Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are eliminated from the balance sheet and related gains or losses are reflected in the consolidated statements of operations. |
Impairment of Long-Lived Assets | Impairment of long-lived assets The Company continually evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company did not recognize any impairment losses for the years ended December 31, 2020 and 2019. |
Research and Development Costs and Accruals | Research and development costs and accruals Research and development expenses include salaries and benefits, materials and supplies, preclinical and clinical trial expenses, stock-based compensation expense, depreciation of equipment, contract services and other outside expenses. The Company has entered into various research and development-related contracts with research institutions, contract research organizations, contract manufacturers and other companies. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. Costs of certain development activities, such as manufacturing, pre-clinical and clinical trial expenses, are recognized based on an evaluation of the progress to completion of specific tasks. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development costs. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. Costs incurred in obtaining technology licenses are charged to research and development expense as acquired in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. |
Leases | Leases The Company elected to early adopt ASC 842, Leases ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments to be made over the lease term. The ROU asset also includes any lease payments made at or before the lease commencement date and excludes lease incentives received. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. The Company has elected to not apply the recognition requirements of ASC 842 for short-term leases, which is defined as a lease that, at the lease commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. For real estate lease agreements entered into or modified after the adoption of ASC 842 that include lease and non-lease components, the Company has elected to account for the lease and non-lease components, such as common area maintenance charges, as a single lease component. |
Collaborative Arrangements | Collaborative arrangements The Company analyzes its collaborative arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements Revenue from Contracts with Customers The Company enters into out-licensing agreements that are within the scope of ASC 606. The terms of such out-license agreements include licenses to functional intellectual property (IP), given the functionality of the intellectual property is not expected to change substantially as a result of the licensor’s ongoing activities. Such arrangements typically include payment of one or more of the following: non-refundable up-front license fees; reimbursement of certain costs; development and regulatory milestone payments and milestone payments based on the level of sales; and royalties on net sales of licensed products. The Company considers the economic and regulatory characteristics of the licensed IP, research, development, manufacturing and commercialization capabilities of the licensee and the availability of the associated expertise in the general marketplace to determine if it has standalone value at the inception of the licensing arrangement, which would make the license distinct. In addition, the Company considers whether the licensee can benefit from a promise for its intended purpose without the receipt of any additional good or services promised in the contract, whether the value of the license is dependent on the remaining goods and services, whether there are other vendors that could provide the remaining promise, and whether the license is separately identifiable from the remaining good and services. For licenses that are combined with other goods and services, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of progress and related revenue recognition. The measure of progress, and thereby periods over which revenue should be recognized, are subject to estimates by management and may change over the course of the research and development and licensing agreement. Such a change could have a material impact on the amount of revenue the Company records in future periods. Revenue is allocated to the licensed IP on a relative standalone selling price basis and, for functional IP, is recognized at a point when the licensed IP is made available for the customer’s use and benefit, which generally occurs at the inception of the arrangement. However, in cases, where the functionality of the IP is expected to substantively change as a result of activities of the Company that do not transfer additional promised goods or services, or in cases, where there is an expectation that the Company will undertake activities to change the standalone functionality of the IP and the customer is contractually or practically required to use the latest version of the IP, revenue for the license to functional IP is recognized over time. Development and regulatory milestone fees, which are a type of variable consideration, are recognized as revenue to the extent that it is probable that a significant reversal will not occur. The Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. The Company has entered into a collaboration arrangement with Astellas Pharma Inc. (“Astellas”), as further described in Note 16 of notes to consolidated financial statements. |
Revenue Recognition | Revenue recognition The Company accounts for contracts with customers in accordance with ASC 606, including all amendments thereto. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as collaborative arrangements and leases. The Company’s disclosure within the below sections or elsewhere within these consolidated financial statements reflects the Company’s accounting policies in compliance with this new standard. Under ASC 606, an entity recognizes revenue when or as its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To recognize revenue for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies its performance obligations. The Company only applies the five-step model to contracts when it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and identifies as a performance obligation each promise to transfer to the customer either (a) a good or service (or bundle of goods and services) that is distinct, or (b) a series of distinct goods and services that are substantially the same and have been the same pattern of transfer to the customer. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner (the “customer” in this type of arrangement) and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. For each arrangement that results in revenues, the Company identifies all performance obligations, which may include, for example, a license to IP and know-how, research and development activities, and/or manufacturing services. In addition to any upfront payment, if the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the estimated variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. If it is probable that a significant revenue reversal will not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or of the licensee such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. For contracts that include sales-based royalties (including milestone payments based on the level of sales) promised in the exchange for licenses of intellectual property, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestone payments at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. In determining the transaction price, the Company adjusts the promised amount of consideration for the effects of the time value of money if the timing of payments provides the Company or the Company’s customer with a significant benefit of financing the transfer of goods and services. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company assesses each of its revenue generating arrangements in order to determine whether a significant financing component exists. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied, either at a point in time or over time. For performance obligations satisfied over time, the Company measures progress toward completion of its performance obligations using an input method based on the Company’s efforts and inputs to satisfy its performance obligations relative to total expected inputs to the satisfaction of that performance obligation. Amounts received from a customer prior to revenue recognition are recorded as deferred revenue. Amounts received from a customer that are expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a current liability in the accompanying consolidated balance sheets. |
Patent Costs | Patent costs The Company expenses patent application and related legal costs as incurred and classifies such costs as general and administrative expenses in the accompanying consolidated statements of operations. |
Stock-Based Compensation | Stock-based compensation The Company accounts for its stock-based compensation in accordance with ASC Topic 718, Compensation—Stock Compensation The Black-Scholes option pricing model requires inputs based on certain subjective assumptions, including (a) the expected stock price volatility, (b) the expected term of the award, (c) the risk-free interest rate and (d) expected dividends. Due to the lack of sufficient company-specific historical and implied volatility data, the Company has based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The Company uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment, to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The expected term is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population. For options granted to non-employees, the Company utilizes the contractual term of the share-based payment as the basis for the expected term assumption. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. There are significant judgments and estimates inherent in the determination of the fair value of the Company’s common stock prior to the IPO. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred stock, the superior rights and preferences of securities senior to its common stock at the time of, and the likelihood of, achieving a liquidity event, such as an initial public offering or sale. The Company expenses the fair value of its share-based compensation awards to employees and non-employees on a straight-line basis over the requisite service period, which is generally the vesting period. |
Income Taxes | Income taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic 740, Income Taxes |
Net Loss Per Share | Net loss per share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Diluted net loss per share is the same as basic net loss per share for the years ended December 31, 2020 and 2019 since all potential shares of common stock instruments are anti-dilutive as a result of the loss for such periods. The Company’s convertible preferred stock contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss, such losses are not allocated to such participating securities. In periods where the Company reported a net loss attributable to common stockholders, diluted net loss per share is the same as basic net loss per share, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2020 and 2019. Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Year Ended December 31, 2020 2019 Numerator: Net loss attributable to common stockholders $ (26,511 ) $ (19,800 ) Denominator: Weighted-average shares of common stock outstanding- basic and diluted 32,253,227 8,649,245 Net loss per share attributable to common stockholders- basic and diluted $ (0.82 ) $ (2.29 ) The Company excluded the following potential shares of common stock from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect. Year Ended December 31, 2020 2019 Unvested restricted Common Stock 3,093 70,366 Series C Preferred (as converted to common stock) — 1,172,676 Series B Preferred (as converted to common stock) — 4,759,079 Series A Preferred (as converted to common stock) — 7,070,574 Conversion of Frequency Japan preferred stock — 513,047 Outstanding stock options (as converted to common stock) 6,816,798 5,968,672 Total 6,819,891 19,554,414 |
Recently Adopted Accounting Pronouncements | Recently adopted accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases In July 2018, the FASB also issued ASU 2018-11, Leases In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (Jobs Act). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to avail itself of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses In December 2019, the FASB issued ASU 2019-12 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Property And Equipment | Property and equipment consist of lab equipment, computer equipment, furniture and office equipment and leasehold improvements recorded at cost. These amounts are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Estimated useful life Lab equipment 3 years Software 3 years Furniture and office equipment 3 years Leasehold improvements Shorter of the estimated useful life or lease term |
Schedule of Basic and Diluted Net Loss per Share | Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Year Ended December 31, 2020 2019 Numerator: Net loss attributable to common stockholders $ (26,511 ) $ (19,800 ) Denominator: Weighted-average shares of common stock outstanding- basic and diluted 32,253,227 8,649,245 Net loss per share attributable to common stockholders- basic and diluted $ (0.82 ) $ (2.29 ) |
Computation of Diluted Net Loss per Share | The Company excluded the following potential shares of common stock from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect. Year Ended December 31, 2020 2019 Unvested restricted Common Stock 3,093 70,366 Series C Preferred (as converted to common stock) — 1,172,676 Series B Preferred (as converted to common stock) — 4,759,079 Series A Preferred (as converted to common stock) — 7,070,574 Conversion of Frequency Japan preferred stock — 513,047 Outstanding stock options (as converted to common stock) 6,816,798 5,968,672 Total 6,819,891 19,554,414 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on Recurring Basis | The Company’s financial assets measures at fair value on a recurring basis by level within the fair value hierarchy at December 31, 2020 and 2019 are summarized as follows: December 31, 2020 Fair Value Amortization Unrealized Fair Market Hierarchy Cost Gain Value Money market funds Level 1 $ 214,522 $ 27 $ 214,549 $ 214,522 $ 27 $ 214,549 December 31, 2019 Fair Value Amortization Unrealized Fair Market Hierarchy Cost (Loss) Gain Value Money market funds Level 1 $ 200,131 $ (12 ) $ 200,119 U.S. Government treasury securities Level 1 17,131 66 17,197 $ 217,262 $ 54 $ 217,316 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: December 31, December 31, 2020 2019 Rent and deposits - 63 Research and development expenses 1,729 801 Grant receivable - 805 Accounts receivable 340 - Insurance 2,552 2,132 Other 102 199 Total $ 4,723 $ 4,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment include the following: December 31, December 31, 2020 2019 Lab equipment $ 4,166 $ 1,846 Furniture and office equipment 283 257 Software 291 — Leasehold improvements 1,419 1,419 Construction in progress 4,340 306 Total 10,499 3,828 Accumulated depreciation (3,212 ) (2,066 ) Property and equipment, net $ 7,287 $ 1,762 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: December 31, December 31, 2020 2019 Payroll and employee related expenses $ 5,062 $ 2,686 Professional fees 647 435 Third-party research and development expenses 874 118 Taxes and other 80 — Total $ 6,663 $ 3,239 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Common Stock Shares Reserved for Future Issuance | The Company has reserved the following shares of common stock for future issuance as of December 31, 2020 and 2019: December 31, December 31, 2020 2019 Stock options outstanding 6,816,798 5,968,672 Shares available for future grant under stock option plan 1,475,923 1,859,654 8,292,721 7,828,326 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity under 2014 Plan and 2019 Plan | A summary of the stock option activity under the 2014 Plan and the 2019 Plan are as follows: Number of shares Weighted average exercise Weighted average remaining contractual term Aggregate intrinsic Number of shares Weighted average exercise Weighted average remaining contractual term Aggregate intrinsic 2019 Plan price (in years) value 2014 Plan price (in years) value Outstanding as of December 31, 2018 — $ - — 2,089,334 $ 0.61 — — Granted 1,247,338 14.09 — 3,015,381 4.17 — — Exercised — - — (357,170 ) 1.02 — — Forfeited — - — (26,211 ) 1.09 — — Outstanding as of December 31, 2019 1,247,338 $ 14.09 9.76 $ 4,287 4,721,334 $ 2.85 8.89 $ 65,051 Granted 1,645,859 24.22 — — — — — Exercised (1,851 ) 18.93 — (767,534 ) 1.94 — — Forfeited (16,997 ) 22.72 — (11,351 ) 6.89 — — Outstanding as of December 31, 2020 2,874,349 $ 19.84 9.09 $ 44,325 3,942,449 $ 3.02 7.98 $ 127,090 Options exercisable as of December 31, 2020 564,617 $ 17.48 8.90 $ 10,042 2,337,828 $ 2.57 7.88 $ 76,416 Options unvested as of December 31, 2020 2,309,732 $ 34,283 1,604,621 $ 50,674 |
Summary of Grant-date Fair Value of Stock Options Granted on Weighted Average Basis | The assumptions that the Company used to determine the grant-date fair value of stock options granted to December 31, December 31, 2020 2019 Risk-free interest rate 1.1 % 2.0 % Expected term (in years) 6.0 5.9 Expected volatility 79.1 % 79.4 % Expected dividend yield 0.0 % 0.0 % |
Summary of Status of Restricted Common Stock | A summary of the status of restricted common stock as of December 31, 2020 and 2019 is presented below: Number of shares Weighted average fair value Unvested, December 31, 2019 70,366 $ 0.36 Awarded — — Vested (67,273 ) 0.29 Forfeited — — Unvested, December 31, 2020 3,093 $ 1.75 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation Pre-tax Income | A reconciliation of the Company’s pre-tax income for the years ended December 31, 2020 and 2019 is as follows: 2020 2019 Domestic $ (25,744 ) $ (19,086 ) Foreign (732 ) (714 ) Total $ (26,476 ) $ (19,800 ) |
Schedule of Provision | The Company’s provision at December 31, 2020 and 2019 consist of the following: 2020 2019 Current: Federal $ 35 $ - State - - Foreign - - Total current $ 35 $ - Deferred: Federal - - State - - Foreign - - Total Deferred $ - $ - Total provision (benefit) $ 35 $ - |
Schedule of Reconciliation of U.S. Federal Statutory Income Tax Rate | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate for the years ended December 31, 2020 and 2019 is as follows: 2020 2019 U.S federal statutory income tax rate 21.0% 21.0 % Permanent differences (0.2) (2.8 ) State income taxes, net of federal benefit 3.0 4.0 Research and development tax credits 11.2 1.8 Stock compensation deductions 5.1 0.0 Other items 0.6 (1.0 ) Change in deferred tax asset valuation allowance (40.7) (23.0 ) Effective income tax rate —% —% |
Schedule of Deferred Tax Assets | The Company’s deferred tax assets at December 31, 2020 and 2019 consist of the following: 2020 2019 Net operating loss carryforwards $ 17,885 $ 13,253 Research and development tax credits 3,992 1,138 Intangibles 360 358 Stock compensation 850 686 Accrued expenses - 48 Deferred revenue 3,606 496 Other 142 189 Fixed assets 56 36 Lease liability 7,285 - Right of use asset (7,181 ) - Total deferred tax asset 26,995 16,204 Valuation allowance (26,995 ) (16,204 ) Net deferred tax assets $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Leases | Other information December 31, 2020 Weighted-average remaining lease term 10.3 years Weighted-average discount rate (1) 8.5 % (1) Rate includes the Company’s Woburn and Lexington leases. |
Schedule of Reconciles the Undiscounted Cash Flows to the Operating Lease Liability Recorded on the Consolidated Balance Sheet | The table below reconciles the undiscounted cash flows to the operating lease liability recorded on the consolidated balance sheet as of December 31, 2020. 2021 2,928 2022 4,159 2023 4,284 2024 4,412 2025 4,545 Thereafter 27,070 Total minimum lease payments 47,398 Less: amount of lease payments representing interest (16,404 ) Present value of future lease payments 30,994 Less: current lease liabilities (397 ) Noncurrent lease liabilities $ 30,597 |
Schedule of Future Aggregate Minimum Payments Under Noncancelable Operating Leases and Short Term Leases | Future aggregate minimum payments under the noncancelable operating leases and short term leases, including the Lexington, MA lease and Connecticut lease, which is not subject to ASC 842, as of December 31, 2020 are as follows: 2021 $ 2,986 2022 4,159 2023 4,284 2024 4,412 2025 4,545 2026 and beyond 27,070 Total minimum lease payments $ 47,456 |
Selected Quarterly Data (Unau_2
Selected Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following table contains quarterly financial information for 2020 and 2019. The Company believes that the following information reflects all normal recurring adjustments necessary for the fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. 2020 March 31, June 30, September 30, December 31, Total (in thousands, except per share amounts) Total revenue $ 7,264 $ 8,523 $ 11,247 $ 9,950 $ 36,984 Total expenses 12,177 14,548 16,588 20,182 $ 63,495 Net loss (4,913 ) (6,025 ) (5,341 ) (10,232 ) $ (26,511 ) Cumulative series C convertible preferred stock dividends — — — — — Net loss attributable to common stockholders (4,913 ) (6,025 ) (5,341 ) (10,232 ) $ (26,511 ) Net loss per share attributable to common shareholders - basic and diluted $ (0.16 ) $ (0.19 ) $ (0.16 ) $ (0.30 ) $ (0.82 ) 2019 March 31, June 30, September 30, December 31, Total (in thousands, except per share amounts) Total revenue $ — $ — $ 24,238 $ 4,709 $ 28,947 Total expenses 5,826 6,852 24,813 10,202 $ 47,693 Net loss (5,826 ) (6,852 ) (575 ) (5,493 ) $ (18,746 ) Cumulative series C convertible preferred stock dividends — — (1,014 ) (40 ) $ (1,054 ) Net loss attributable to common stockholders (5,826 ) (6,852 ) (1,589 ) (5,533 ) $ (19,800 ) Net loss per share attributable to common shareholders - basic and diluted $ (3.24 ) $ (3.42 ) $ (0.73 ) $ (0.19 ) $ (2.29 ) |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | Jul. 20, 2020USD ($)$ / sharesshares | Sep. 20, 2019$ / sharesshares | Oct. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Subsidiary Sale Of Stock [Line Items] | |||||
Date of incorporation | Nov. 30, 2014 | ||||
Reverse stock split ratio | 0.148467 | ||||
Reverse stock split, description | 1-for-6.7355 | ||||
Common stock, authorized shares | 100,000,000 | 200,000,000 | 200,000,000 | ||
Preferred stock, authorized shares | 148,724,922 | 10,000,000 | 10,000,000 | ||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||
Net proceeds from issuance of common stock | $ | $ 1,545 | $ 80,062 | |||
Accumulated deficit | $ | $ 95,399 | $ 68,888 | |||
Common Stock | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Common stock shares issued and sold | 2,350,108 | 6,325,000 | |||
Common Stock | IPO | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Common stock shares issued and sold | 6,325,000 | ||||
Share price per share | $ / shares | $ 14 | ||||
Net proceeds from issuance of common stock | $ | $ 79,700 | ||||
Number of common stock issued upon conversion of preferred stock | 22,077,627 | ||||
Common Stock | Private Placement | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Common stock shares issued and sold | 2,350,108 | ||||
Share price per share | $ / shares | $ 18 | ||||
Common stock, par value | $ / shares | $ 0.001 | ||||
Net proceeds from issuance of common stock | $ | $ 40,100 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 11, 2020 | Jan. 01, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Foreign currency exchange (losses) gains | $ (4,000) | $ 7,000 | |||
Restricted cash | 1,820,000 | 101,000 | |||
Fair value of term loan | $ 0 | ||||
Fair value of term loan issued term | 1 month | ||||
Impairment losses | $ 0 | 0 | |||
Right of use assets | 30,551,000 | $ 1,700,000 | $ 1,200,000 | ||
Lease liability | $ 30,994,000 | $ 1,700,000 | $ 1,500,000 | ||
Accounting Standards Update 2018-11 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Change in accounting principle, accounting standards update, adopted | true | ||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||||
Accounting Standards Update 2016-01 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Change in accounting principle, accounting standards update, adopted | true | ||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||||
Change in accounting principle, accounting standards update, immaterial effect | true | ||||
Lexington Massachusetts facility | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Restricted cash | $ 1,700,000 | ||||
Woburn Massachusetts Facility | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Restricted cash | $ 100,000 | $ 100,000 | |||
Increase in right-of-use asset | $ 1,000,000 | ||||
Increase in lease liability | $ 1,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Lab Equipment | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Software | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Furniture and Office Equipment | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Leasehold Improvements | |
Summary Of Significant Accounting Policies [Line Items] | |
Leasehold improvements, estimated useful lives | Shorter of the estimated useful life or lease term |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Basic And Diluted Net Loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||||||||
Net loss attributable to common stockholders | $ (10,232) | $ (5,341) | $ (6,025) | $ (4,913) | $ (5,533) | $ (1,589) | $ (6,852) | $ (5,826) | $ (26,511) | $ (19,800) |
Denominator: | ||||||||||
Weighted-average shares of common stock outstanding- basic and diluted | 32,253,227 | 8,649,245 | ||||||||
Net loss per share attributable to common stockholders-basic and diluted | $ (0.30) | $ (0.16) | $ (0.19) | $ (0.16) | $ (0.19) | $ (0.73) | $ (3.42) | $ (3.24) | $ (0.82) | $ (2.29) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Computation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 6,819,891 | 19,554,414 |
Unvested Restricted Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 3,093 | 70,366 |
Series C Preferred (as converted to common stock) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1,172,676 | |
Series B Preferred (as converted to common stock) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 4,759,079 | |
Series A Preferred (as converted to common stock) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 7,070,574 | |
Conversion of Frequency Japan Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 513,047 | |
Outstanding Stock Options (as converted to common stock) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 6,816,798 | 5,968,672 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets Measured on Recurring Basis (Details) - Recurring Basis - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortization Cost | $ 214,522 | $ 217,262 |
Unrealized Gain | 27 | 54 |
Fair Market Value | 214,549 | 217,316 |
Money Market Funds | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortization Cost | 214,522 | 200,131 |
Unrealized Loss | (12) | |
Unrealized Gain | 27 | |
Fair Market Value | $ 214,549 | 200,119 |
U.S. Government Treasury Securities | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortization Cost | 17,131 | |
Unrealized Gain | 66 | |
Fair Market Value | $ 17,197 |
Prepaid Expenses - Summary of P
Prepaid Expenses - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Rent and deposits | $ 63 | |
Research and development expenses | $ 1,729 | 801 |
Grant receivable | 805 | |
Accounts receivable | 340 | |
Insurance | 2,552 | 2,132 |
Other | 102 | 199 |
Total | $ 4,723 | $ 4,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Total | $ 10,499 | $ 3,828 |
Accumulated depreciation | (3,212) | (2,066) |
Property and equipment, net | 7,287 | 1,762 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | 4,166 | 1,846 |
Furniture and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | 283 | 257 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total | 291 | |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total | 1,419 | 1,419 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 4,340 | $ 306 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 1,146 | $ 813 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Payroll and employee related expenses | $ 5,062 | $ 2,686 |
Professional fees | 647 | 435 |
Third-party research and development expenses | 874 | 118 |
Taxes and other | 80 | |
Total | $ 6,663 | $ 3,239 |
Debt - Additional Information (
Debt - Additional Information (Details) - Loan Agreement - Term Loan - USD ($) $ in Thousands | Dec. 11, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Principal balance | $ 15,000 | |
Payment terms, description | The Company will make monthly interest only payments through November 30, 2022. The principal balance and interest will be repaid in equal monthly installments after the interest only period and continuing through May 1, 2024 (the “Loan Maturity Date”) | |
Frequency of interest-only payments | monthly | |
Monthly interest only payments due | Nov. 30, 2022 | |
Loan maturity date | May 1, 2024 | |
Debt instrument, Interest rate | 4.75% | |
Interest rate floor percentage | 0.00% | |
Debt instrument final payment | $ 150,000 | |
Prepayment Occurs on or Prior to First Anniversary of Closing Date | ||
Debt Instrument [Line Items] | ||
Debt instrument prepayment premium percentage | 2.00% | |
Prepayment Occurs After First Anniversary of Closing Date and On or Prior to Second Anniversary of Closing Date | ||
Debt Instrument [Line Items] | ||
Debt instrument prepayment premium percentage | 1.00% | |
Prepayment Occurs After Second Anniversary of Closing Date | ||
Debt Instrument [Line Items] | ||
Debt instrument prepayment premium percentage | 0.00% | |
Prime Rate | ||
Debt Instrument [Line Items] | ||
Debt instrument, Interest rate | 1.50% |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jul. 17, 2019 | Dec. 31, 2018 |
Series A Preferred Stock | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, issued shares | 62,528,507 | ||
Series B Preferred Stock | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, issued shares | 288,911 | 41,857,005 | |
Series C Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, issued shares | 39,492,960 | ||
Convertible preferred stock, authorized shares | 39,492,960 | ||
Preferred stock, net proceeds from shares issued | $ 61,687 | ||
Series A-1 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, issued shares | 10,000 | ||
Series B-1 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, issued shares | 10,000 |
Non-controlling Interest - Addi
Non-controlling Interest - Additional Information (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2018 | |
Series A-1 Preferred Stock | LLC(FT-FJ) | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares purchased | 10,000 | |
Preferred stock, voting rights | Each share of Series A-1 Preferred had 236 times the voting power of one share of common stock | |
Series B-1 Preferred Stock | LLC(FT-FJ) | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares purchased | 10,000 | |
Preferred stock, voting rights | Each share of Series B-1 Preferred Stock has 217 times the voting power of one share of common stock | |
Frequency Japan | ||
Class Of Stock [Line Items] | ||
Convertible preferred Stock, shares issued upon conversion | 673,605 | |
Voting percentage of preferred stock holder | 70.00% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 20, 2019 |
Equity [Abstract] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 148,724,922 |
Preferred Stock, value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, issued shares | 0 | 0 | |
Preferred stock, outstanding shares | 0 | 0 | |
Common stock, authorized shares | 200,000,000 | 200,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, issued shares | 33,964,000 | 30,844,507 | |
Common stock, outstanding shares | 33,964,000 | 30,844,507 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Shares Reserved for Future Issuance (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||
Shares of common stock reserved for future issuance | 8,292,721 | 7,828,326 |
Stock Options Outstanding | ||
Class Of Stock [Line Items] | ||
Shares of common stock reserved for future issuance | 6,816,798 | 5,968,672 |
Shares Available for Future Grant Under Stock Option Plan | ||
Class Of Stock [Line Items] | ||
Shares of common stock reserved for future issuance | 1,475,923 | 1,859,654 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 17, 2019 | Nov. 13, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, shares reserved for issuance | 8,292,721 | 7,828,326 | ||
Options vesting period | 4 years | |||
Expected dividend yield | 0.00% | 0.00% | ||
Options exercised | 769,385 | 357,170 | ||
Aggregate intrinsic value of stock options exercised | $ 16,667 | $ 5,896 | ||
Weighted-average grant date fair value of stock options granted | 16.41 | 4.05 | ||
Total grant date fair value of stock options vested | $ 7,907 | $ 2,990 | ||
Total unrecognized stock-based compensation expense relating to unvested stock options | $ 31,006 | $ 13,820 | ||
Unrecognized unvested stock options, weighted-average period | 3 years 29 days | 2 years 9 months 3 days | ||
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 9,983 | |||
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,609 | |||
Restricted Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options vesting period | 4 years | |||
Total value of restricted stock awards, vested based on estimated fair value of stock | $ 20 | $ 73 | ||
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options expiration period | 10 years | |||
2014 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, shares reserved for issuance | 8,550,415 | |||
Common stock, shares available for future grants | 0 | |||
Options exercised | 767,534 | 357,170 | ||
Aggregate intrinsic value of stock options exercised | $ 1.94 | $ 1.02 | ||
2019 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of authorized shares reserved for issuance | 3,100,000 | |||
Period for automatic increase in common stock available for future issuance | 10 years | |||
Percentage of shares issued from outstanding number of shares | 4.00% | |||
Common stock future issuance, description | In addition, the number of shares of common stock available for issuance under the 2019 Plan will be automatically increased on the first day of each calendar year during the ten-year term of the 2019 Plan, beginning with January 1, 2020 and ending with January 1, 2029, by the amount equal to 4% of the outstanding number of shares of the Company’s common stock on December 31, of the preceding calendar year or such lesser amount as determined by the Company’s board of directors. | |||
Options exercised | 1,851 | |||
Aggregate intrinsic value of stock options exercised | $ 18.93 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity under 2014 Plan and 2019 Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, Exercised | (769,385) | (357,170) |
Weighted average exercise price, Exercised | $ 16,667 | $ 5,896 |
2019 Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, Beginning balance | 1,247,338 | |
Number of shares, Granted | 1,645,859 | 1,247,338 |
Number of shares, Exercised | (1,851) | |
Number of shares, Forfeited | (16,997) | |
Number of shares, Ending balance | 2,874,349 | 1,247,338 |
Number of shares, Options exercisable as of December 31, 2020 | 564,617 | |
Number of shares, Options unvested as of December 31, 2020 | 2,309,732 | |
Weighted average exercise price, Beginning balance | $ 14.09 | |
Weighted average exercise price, Granted | 24.22 | $ 14.09 |
Weighted average exercise price, Exercised | 18.93 | |
Weighted average exercise price, Forfeited | 22.72 | |
Weighted average exercise price, Ending balance | 19.84 | $ 14.09 |
Weighted average exercise price, Options exercisable as of December 31, 2020 | $ 17.48 | |
Weighted average remaining contractual term (in years), Outstanding | 9 years 1 month 2 days | 9 years 9 months 3 days |
Weighted average remaining contractual term (in years), Options exercisable as of December 31, 2020 | 8 years 10 months 24 days | |
Aggregate intrinsic value, Outstanding | $ 44,325 | $ 4,287 |
Aggregate intrinsic value, Options exercisable as of December 31, 2020 | 10,042 | |
Aggregate intrinsic value, Options unvested as of December 31, 2020 | $ 34,283 | |
2014 Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, Beginning balance | 4,721,334 | 2,089,334 |
Number of shares, Granted | 3,015,381 | |
Number of shares, Exercised | (767,534) | (357,170) |
Number of shares, Forfeited | (11,351) | (26,211) |
Number of shares, Ending balance | 3,942,449 | 4,721,334 |
Number of shares, Options exercisable as of December 31, 2020 | 2,337,828 | |
Number of shares, Options unvested as of December 31, 2020 | 1,604,621 | |
Weighted average exercise price, Beginning balance | $ 2.85 | $ 0.61 |
Weighted average exercise price, Granted | 4.17 | |
Weighted average exercise price, Exercised | 1.94 | 1.02 |
Weighted average exercise price, Forfeited | 6.89 | 1.09 |
Weighted average exercise price, Ending balance | 3.02 | $ 2.85 |
Weighted average exercise price, Options exercisable as of December 31, 2020 | $ 2.57 | |
Weighted average remaining contractual term (in years), Outstanding | 7 years 11 months 23 days | 8 years 10 months 20 days |
Weighted average remaining contractual term (in years), Options exercisable as of December 31, 2020 | 7 years 10 months 17 days | |
Aggregate intrinsic value, Outstanding | $ 127,090 | $ 65,051 |
Aggregate intrinsic value, Options exercisable as of December 31, 2020 | 76,416 | |
Aggregate intrinsic value, Options unvested as of December 31, 2020 | $ 50,674 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Grant-date Fair Value of Stock Options Granted on Weighted Average Basis (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Risk-free interest rate | 1.10% | 2.00% |
Expected term (in years) | 6 years | 5 years 10 months 24 days |
Expected volatility | 79.10% | 79.40% |
Expected dividend yield | 0.00% | 0.00% |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Status of Restricted Common Stock (Details) - Restricted Common Stock | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Unvested, December 31, 2019 | shares | 70,366 |
Number of shares, Vested | shares | (67,273) |
Number of shares, Unvested, December 31, 2020 | shares | 3,093 |
Weighted average fair value, Unvested, December 31, 2019 | $ / shares | $ 0.36 |
Weighted average fair value, Vested | $ / shares | 0.29 |
Weighted average fair value, Unvested, December 31, 2020 | $ / shares | $ 1.75 |
Employee Stock Purchase Plan -
Employee Stock Purchase Plan - Additional Information (Details) - shares | Dec. 31, 2020 | Sep. 20, 2019 | Dec. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares of common stock reserved for future issuance | 8,292,721 | 7,828,326 | |
2019 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of eligible employee compensation | 15.00% | ||
Shares of common stock reserved for future issuance | 315,000 | ||
Period for automatic increase in common available for future issuance | 10 years | ||
Percentage of shares issued from outstanding number of shares | 1.00% | ||
Shares issued | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Mar. 31, 2017 | Feb. 28, 2017 | |
Income Taxes Disclosure [Line Items] | |||||
Net tax benefit | $ 35,000 | $ 0 | |||
Federal and state deferred tax benefits | 0 | 0 | |||
Valuation allowance | 26,995,000 | 16,204,000 | |||
Unrecognized tax benefits | 0 | 0 | |||
Interest and penalties | $ 0 | $ 0 | |||
Internal Revenue Service | |||||
Income Taxes Disclosure [Line Items] | |||||
Period of cumulative change in ownership | 3 years | ||||
Operating loss carryforwards, utilization after ownership change | $ 10,800,000 | ||||
Operating loss carryforwards, utilization after five years after ownership change | 1,600,000 | ||||
Operating loss carryforwards, utilization after 15 years thereafter after ownership change | 180,000 | ||||
Remaining pre ownership change in operating loss carryforwards written off due to expiration | $ 1,600,000 | ||||
Internal Revenue Service | Minimum | |||||
Income Taxes Disclosure [Line Items] | |||||
Cumulative change in ownership percentage | 50.00% | ||||
Federal | |||||
Income Taxes Disclosure [Line Items] | |||||
Net operating loss carryforwards | $ 67,868,000 | ||||
Net operating loss carryforwards expire through 2037 | $ 22,400,000 | ||||
Operating loss carryforwards expiration year | 2037 | ||||
Net operating loss carryforwards without expiration | $ 45,469,000 | ||||
Tax credit carryforwards expiration year | 2040 | ||||
Federal | Internal Revenue Service | |||||
Income Taxes Disclosure [Line Items] | |||||
Net operating loss carryforwards | $ 46,123,000 | $ 12,400,000 | |||
Federal | Research and Development | |||||
Income Taxes Disclosure [Line Items] | |||||
Tax credit carryforwards | $ 3,014,000 | ||||
State | |||||
Income Taxes Disclosure [Line Items] | |||||
Operating loss carryforwards expiration year | 2040 | ||||
State | Massachusetts | |||||
Income Taxes Disclosure [Line Items] | |||||
Net operating loss carryforwards | $ 43,386,000 | ||||
Tax credit carryforwards expiration year | 2035 | ||||
State | Massachusetts | Research and Development | |||||
Income Taxes Disclosure [Line Items] | |||||
Tax credit carryforwards | $ 1,211,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation Pre-tax Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (25,744) | $ (19,086) |
Foreign | (732) | (714) |
Total | $ (26,476) | $ (19,800) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
Federal | $ 35,000 | |
Total current | 35,000 | |
Deferred: | ||
Total provision (benefit) | $ 35,000 | $ 0 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of U.S. Federal Statutory Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S federal statutory income tax rate | 21.00% | 21.00% |
Permanent differences | (0.20%) | (2.80%) |
State income taxes, net of federal benefit | 3.00% | 4.00% |
Research and development tax credits | 11.20% | 1.80% |
Stock compensation deductions | 5.10% | 0.00% |
Other items | 0.60% | (1.00%) |
Change in deferred tax asset valuation allowance | (40.70%) | (23.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 17,885 | $ 13,253 |
Research and development tax credits | 3,992 | 1,138 |
Intangibles | 360 | 358 |
Stock compensation | 850 | 686 |
Accrued expenses | 48 | |
Deferred revenue | 3,606 | 496 |
Other | 142 | 189 |
Fixed assets | 56 | 36 |
Lease liability | 7,285 | |
Right of use asset | (7,181) | |
Total deferred tax asset | 26,995 | 16,204 |
Valuation allowance | $ (26,995) | $ (16,204) |
Research and License Agreemen_2
Research and License Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 16 Months Ended | |||||||||||
Sep. 30, 2020 | Dec. 31, 2019 | Feb. 28, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2016 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
Revenue | $ 9,950,000 | $ 11,247,000 | $ 8,523,000 | $ 7,264,000 | $ 4,709,000 | $ 24,238,000 | $ 36,984,000 | $ 28,947,000 | |||||||
Dr. Langer | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
Payment to director | 1,980,000 | 10,000 | |||||||||||||
Grant | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
Decrease in research and development expenses | $ 323,000 | 845,000 | |||||||||||||
Research and Development | Grant | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
Amount of funding received as grant | $ 1,596,000 | ||||||||||||||
Grant term period | 2 years | ||||||||||||||
MIT | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
Description of future development obligations | The Company’s future development obligations are: (i) to commence a Phase II clinical trial for such Product, (ii) to commence a Phase III clinical trial for such Product within five years of the IND filing for such product within two years of the IND filing for such product, (iii) to file a New Drug Application or equivalent with the FDA or comparable European regulatory agency for such Product within nine years of the IND filing for such product, and (iv) to make a first commercial sale of such Product within 11 years of the IND filing for such product. | ||||||||||||||
License fee payment | $ 50,000 | ||||||||||||||
Percentage of shares of common stock issued | 5.00% | ||||||||||||||
Description of conditions to terminate license agreement | The Company has the right to terminate for any reason upon a 3-month prior written notice. MIT shall have the right to terminate if the Company ceases to carry on any business related to the MIT License Agreement. MIT may terminate the MIT License Agreement for the Company’s material breach uncured within ninety (90) days (or thirty (30) days in the case of nonpayment). MIT may also terminate the MIT License Agreement if the Company or our affiliates commence any action against MIT to declare or render any claim of the licensed patent rights invalid, unpatentable, unenforceable, or non-infringed (a patent challenge), or if our sublicensee commences such actions and the Company does not terminate such sublicense within thirty (30) days after MIT’s demand. MIT has the right to increase all payments due, instead of terminating the MIT License Agreement in the case of a patent challenge. | ||||||||||||||
Right to terminate agreement upon prior written notice | 3 months | ||||||||||||||
Right to terminate agreement if breach remains uncured | 90 days | ||||||||||||||
Right to terminate agreement incase of nonpayment | 30 days | ||||||||||||||
MIT | Astellas Pharma LLC | Royalty | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
Revenue | 16,000,000 | ||||||||||||||
MIT | Maximum | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
Milestone payments | $ 2,900,000 | ||||||||||||||
MIT | Patent License Agreement | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
License agreement entered date | 2016-12 | ||||||||||||||
CALIBR | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
License fee payment | $ 1,000,000 | ||||||||||||||
Percentage of shares of common stock issued | 50.00% | ||||||||||||||
Description of conditions to terminate license agreement | The Company may terminate the CALIBR License Agreement at will upon a 30-day prior written notice. The Company may also elect to terminate its license to one or more licensed patents in any or all jurisdictions by giving ninety (90) days’ prior written notice to CALIBR. CALIBR may terminate the CALIBR License Agreement for material breach uncured within thirty (30) days. CALIBR has the right to terminate or reduce the license to a non-exclusive license if the Company fails to use diligent efforts to develop and commercially exploit CALIBR Licensed Products. | ||||||||||||||
Right to terminate agreement upon prior written notice | 30 days | ||||||||||||||
Right to terminate agreement if breach remains uncured | 30 days | ||||||||||||||
Right to terminate licensed patents upon prior written notice | 90 days | ||||||||||||||
CALIBR | Maximum | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
Milestone payments | $ 26,000,000 | ||||||||||||||
CALIBR | Patent License Agreement | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
License agreement entered date | 2018-09 | ||||||||||||||
Scripps Option Agreement | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
License agreement entered date | 2018-09 | ||||||||||||||
Description of conditions to terminate license agreement | The Company has the right to terminate by giving 90 days’ advance notice. Scripps has the right to terminate in the event of nonpayment by us that remains uncured for 10 days. Each party has the right to terminate in the event of the other party’s material breach that remains uncured for 60 days or if the other party becomes bankrupt. | ||||||||||||||
Right to terminate agreement upon prior written notice | 90 days | ||||||||||||||
Right to terminate agreement if breach remains uncured | 60 days | ||||||||||||||
Right to terminate agreement incase of nonpayment | 10 days | ||||||||||||||
Funding payments as consideration to support research activities | $ 700,000 | ||||||||||||||
Agreement term | 1 year | ||||||||||||||
License agreement extended date | 2021-12 | ||||||||||||||
Scripps Option Agreement | Scenario Forecast | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
Additional funding payments made as consideration to support research activities | $ 600,000 | ||||||||||||||
MEE | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
License fee payment | $ 20,000 | ||||||||||||||
Description of conditions to terminate license agreement | The Company has the right to terminate the MEE License Agreement at will by giving thirty (30) business days advance written notice to MEE. MEE has the right to terminate the MEE License Agreement if the Company fails to make any payment due within thirty (30) business days after MEE notifies the Company of such failure. MEE shall have the right to terminate if the Company fails to maintain the required insurance. MEE shall also have the right to terminate the MEE License Agreement upon forty-five (45) business days written notice if the Company becomes insolvent. MEE has the right to terminate for any other default not cured within sixty (60) business days written notice. MEE also has the right to terminate if the Company or its affiliates challenge the validity of the licensed patent rights. | ||||||||||||||
Right to terminate agreement upon prior written notice | 30 days | ||||||||||||||
Right to terminate agreement if breach remains uncured | 60 days | ||||||||||||||
Right to terminate agreement incase of nonpayment | 30 days | ||||||||||||||
Right to terminate agreement upon prior written notice if insolvent | 45 days | ||||||||||||||
MEE | Maximum | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
Milestone payments | $ 350,000 | ||||||||||||||
MEE | Non-Exclusive Patent License Agreement | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
License agreement entered date | 2019-02 | ||||||||||||||
Cambridge | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
License fee payment | $ 50,000 | $ 50,000 | $ 50,000 | ||||||||||||
Description of conditions to terminate license agreement | We have the right to terminate for any reason upon 90 days’ prior to written notice. Each party has the right to terminate immediately if the other party ceases to carry on its business. Either party may also terminate the Cambridge License for material breach if such breach remains uncured for 30 days. Cambridge may also terminate the Cambridge License if we fail to diligently develop and commercially exploit at least one Cambridge Licensed Product or we or our affiliates or sub-licenses commence any action against Cambridge to declare or render any claim of the licensed patent rights invalid, unpatentable, unenforceable, or not infringed. | ||||||||||||||
Right to terminate agreement upon prior written notice | 90 days | ||||||||||||||
Right to terminate agreement if breach remains uncured | 30 days | ||||||||||||||
Annual license fee | $ 50,000 | ||||||||||||||
Cambridge | Maximum | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
Milestone payments | $ 10,500 | ||||||||||||||
Cambridge | Patent License Agreement | |||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||||||||||||
License agreement entered date | 2019-12 |
Collaboration Agreement - Addit
Collaboration Agreement - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | 18 Months Ended | ||||||
Jul. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Royalty | $ 16,000 | |||||||||
Revenue | $ 9,950 | $ 11,247 | $ 8,523 | $ 7,264 | $ 4,709 | $ 24,238 | $ 36,984 | 28,947 | ||
Research and development | 37,415 | 18,784 | ||||||||
License and Collaboration Agreement | Astellas Pharma LLC | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Payments received under collaboration agreement | $ 80,000 | |||||||||
Agreement termination notice period | 60 days | |||||||||
Right to terminate agreement if breach remains uncured | 90 days | |||||||||
Right to terminate agreement incase of nonpayment | 45 days | |||||||||
Transaction price allocated to single combined performance obligation | 80,000 | |||||||||
Accrued upfront payment related to sub License revenue | $ 16,000 | 16,000 | $ 16,000 | |||||||
Royalty | $ 16,000 | |||||||||
Upfront fee recognized as revenue | $ 80,000 | |||||||||
Revenue | 37,000 | 28,900 | ||||||||
Revenue from contract with customer application input method | 12,900 | |||||||||
Revenue remaining performance obligation | $ 64,000 | 64,000 | ||||||||
Research and development | $ 1,046 | 186 | ||||||||
License and Collaboration Agreement | Astellas Pharma LLC | Royalty | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Revenue | $ 16,000 | |||||||||
License and Collaboration Agreement | Astellas Pharma LLC | Phase 2b Clinical Trial | Europe | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Revenue recognized potential development milestone payments to receive | $ 65,000 | |||||||||
License and Collaboration Agreement | Astellas Pharma LLC | Phase 2b Clinical Trial | Asia | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Revenue recognized potential development milestone payments to receive | 25,000 | |||||||||
License and Collaboration Agreement | Astellas Pharma LLC | Phase 3 Clinical Trial | Europe | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Revenue recognized potential development milestone payments to receive | 100,000 | |||||||||
License and Collaboration Agreement | Astellas Pharma LLC | Phase 3 Clinical Trial | Asia | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Revenue recognized potential development milestone payments to receive | 40,000 | |||||||||
License and Collaboration Agreement | Maximum | Astellas Pharma LLC | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Revenue recognized potential development milestone payments to receive | 230,000 | |||||||||
Revenue recognized commercialization milestone payments to receive | 315,000 | |||||||||
Potential commercial milestone payments eligible to receive upon successful commercialization | $ 315,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Dec. 11, 2020USD ($) | Jan. 07, 2020ft²Term | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2020USD ($) | Dec. 31, 2016 |
Lessee Lease Description [Line Items] | ||||||
Operating lease ROU assets | $ 1,700,000 | $ 30,551,000 | $ 1,200,000 | |||
Current lease liabilities | 397,000 | |||||
Non-current lease liabilities | 30,597,000 | |||||
Operating lease cost | 470,000 | |||||
Variable lease cost | 510,000 | |||||
Short term lease cost | 106,000 | |||||
Lease expense | 835,000 | $ 269,000 | ||||
Cash paid for amounts included in the measurement of lease liabilities | 484,000 | |||||
Commitment payments related to research | 600,000 | |||||
Losses related to indemnification obligations | 0 | $ 0 | ||||
Hayden LLC | Lexington Lease | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease term | 10 years | |||||
Lease expiration date | May 31, 2031 | |||||
Rentable area of office space | ft² | 61,307 | |||||
Lease commencement date | Dec. 11, 2020 | |||||
Number of additional lease extension terms | Term | 2 | |||||
Lease extension term | 5 years | |||||
Lease Termination Agreement | ||||||
Lessee Lease Description [Line Items] | ||||||
Payment of fee to landlord | $ 200,000 | |||||
Lease Termination Agreement | ARE-MA Region No. 20, LLC | ||||||
Lessee Lease Description [Line Items] | ||||||
Lease expiration date | Mar. 31, 2021 | |||||
Massachusetts | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease term | 5 years | |||||
Lease, description of option to extend | The lease was extended in November 2019 and expires in February 2025. | |||||
Lease agreement amended date | 2019-11 | |||||
Lease commencement date | 2020-02 | |||||
Lease expiration date | 2025-02 | |||||
Connecticut | ||||||
Lessee Lease Description [Line Items] | ||||||
Lease, expiration year | 2021 | |||||
Woburn Massachusetts Facility | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease term | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Leases (Details) | Dec. 31, 2020 |
Commitments And Contingencies Disclosure [Abstract] | |
Weighted-average remaining lease term | 10 years 3 months 18 days |
Weighted-average discount rate | 8.50% |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Reconciles the Undiscounted Cash Flows to the Operating Lease Liability Recorded on the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 11, 2020 | Jan. 01, 2020 |
Commitments And Contingencies Disclosure [Abstract] | |||
2021 | $ 2,928 | ||
2022 | 4,159 | ||
2023 | 4,284 | ||
2024 | 4,412 | ||
2025 | 4,545 | ||
Thereafter | 27,070 | ||
Total minimum lease payments | 47,398 | ||
Less: amount of lease payments representing interest | (16,404) | ||
Present value of future lease payments | 30,994 | $ 1,700 | $ 1,500 |
Less: current lease liabilities | (397) | ||
Noncurrent lease liabilities | $ 30,597 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Future Aggregate Minimum Payments Under Noncancelable Operating Leases and Short Term Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 | $ 2,986 |
2022 | 4,159 |
2023 | 4,284 |
2024 | 4,412 |
2025 | 4,545 |
2026 and beyond | 27,070 |
Total minimum lease payments | $ 47,456 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | ||
Maximum percentage of employee contribution to retirement plan | 90.00% | |
Percentage of employer matching contribution | 100.00% | |
Percentage of employee annual compensation matched by the employer | 5.00% | |
Employers matching contribution vesting percentage | 100.00% | |
Employers matching contribution | $ 0.4 | $ 0.2 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Dr. Langer | ||
Related Party Transaction [Line Items] | ||
Payment to director | $ 1,980 | $ 10 |
Selected Quarterly Data (Unau_3
Selected Quarterly Data (Unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Total revenue | $ 9,950 | $ 11,247 | $ 8,523 | $ 7,264 | $ 4,709 | $ 24,238 | $ 36,984 | $ 28,947 | ||
Total expenses | 20,182 | 16,588 | 14,548 | 12,177 | 10,202 | 24,813 | $ 6,852 | $ 5,826 | 63,495 | 47,693 |
Net loss | (10,232) | (5,341) | (6,025) | (4,913) | (5,493) | (575) | (6,852) | (5,826) | (26,511) | (18,746) |
Cumulative Series C convertible preferred stock dividends | (40) | (1,014) | (1,054) | |||||||
Net loss attributable to common stockholders | $ (10,232) | $ (5,341) | $ (6,025) | $ (4,913) | $ (5,533) | $ (1,589) | $ (6,852) | $ (5,826) | $ (26,511) | $ (19,800) |
Net loss per share attributable to common stockholders-basic and diluted | $ (0.30) | $ (0.16) | $ (0.19) | $ (0.16) | $ (0.19) | $ (0.73) | $ (3.42) | $ (3.24) | $ (0.82) | $ (2.29) |