Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Registrant Name | Adicet Bio, Inc. | |
Entity Central Index Key | 0001720580 | |
Trading Symbol | ACET | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38359 | |
Entity Tax Identification Number | 81-3305277 | |
Entity Address, Address Line One | 200 Berkeley Street | |
Entity Address, Address Line Two | 19th Floor | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02116 | |
City Area Code | 650 | |
Local Phone Number | 503-9095 | |
Entity Common Stock, Shares Outstanding | 42,851,342 | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets (un
Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 282,679 | $ 277,544 |
Accounts receivable--related party | 29 | 185 |
Prepaid expenses and other current assets | 3,029 | 4,709 |
Total current assets | 285,737 | 282,438 |
Property and equipment, net | 26,832 | 14,643 |
Operating lease right-of-use asset | 20,991 | 20,358 |
Goodwill | 19,462 | 19,462 |
Restricted cash | 0 | 150 |
Other non-current assets | 1,281 | 1,887 |
Total assets | 354,303 | 338,938 |
Current liabilities: | ||
Accounts payable | 4,570 | 3,263 |
Contract liabilities — related party, current | 0 | 4,805 |
Accrued and other current liabilities | 10,242 | 6,682 |
Operating lease liability | 2,409 | 1,567 |
Total current liabilities | 17,221 | 16,317 |
Operating lease liability, net of current portion | 19,308 | 19,377 |
Other non-current liabilities | 116 | 115 |
Total liabilities | 36,645 | 35,809 |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized as of June 30, 2022 and December 31, 2021, respectively; none issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Common stock, $0.0001 par value, 150,000,000 shares authorized as of June 30, 2022 and December 31, 2021, respectively; 40,020,755 and 39,736,914 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 4 | 4 |
Additional paid-in capital | 525,894 | 471,449 |
Accumulated deficit | (208,240) | (168,324) |
Accumulated other comprehensive income | 0 | 0 |
Total stockholders’ equity | 317,658 | 303,129 |
Total liabilities and stockholders’ equity | $ 354,303 | $ 338,938 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (unaudited) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 42,787,657 | 39,736,914 |
Common stock, shares outstanding | 42,787,657 | 39,736,914 |
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue—related party | $ 0 | $ 3,429 | $ 24,990 | $ 4,262 |
Operating expenses: | ||||
Research and development | 16,570 | 11,926 | 46,231 | 34,285 |
General and administrative | 6,415 | 5,213 | 19,745 | 15,868 |
Total operating expenses | 22,985 | 17,139 | 65,976 | 50,153 |
Loss from operations | (22,985) | (13,710) | (40,986) | (45,891) |
Interest income | 1,224 | 4 | 1,581 | 54 |
Interest expense | (18) | (50) | (54) | (151) |
Other expense, net | (217) | (246) | (456) | (312) |
Loss before income tax provision (benefit) | (21,996) | (14,002) | (39,915) | (46,300) |
Income tax provision (benefit) | 0 | 11 | 0 | (114) |
Net loss | $ (21,996) | $ (14,013) | $ (39,915) | $ (46,186) |
Weighted-average common shares used in computing net loss per share, basic | 41,642,815 | 31,876,016 | 40,547,792 | 29,954,616 |
Weighted-average common shares used in computing net loss per share, diluted | 41,642,815 | 31,876,016 | 40,547,792 | 29,954,616 |
Net loss per share, basic | $ (0.53) | $ (0.44) | $ (0.98) | $ (1.54) |
Net loss per share, diluted | $ (0.53) | $ (0.44) | $ (0.98) | $ (1.54) |
Other comprehensive loss: | ||||
Unrealized loss on marketable debt securities, net of tax | $ 0 | $ 0 | $ 0 | $ (24) |
Total other comprehensive loss | 0 | 0 | 0 | (24) |
Comprehensive loss | $ (21,996) | $ (14,013) | $ (39,915) | $ (46,210) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Pain In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance at Dec. 31, 2020 | $ 109,827 | $ 2 | $ 216,126 | $ (106,325) | $ 24 |
Balance, shares at Dec. 31, 2020 | 19,677,249 | ||||
Issuance of common stock upon exercise of stock options | 976 | 976 | |||
Issuance of common stock upon exercise of stock options, shares | 393,991 | ||||
Issuance of common stock related to financing | 143,754 | $ 1 | 143,753 | ||
Issuance of common stock related to financing, shares | 11,729,353 | ||||
Exercise of warrant, shares | 1,806 | ||||
Stock-based compensation expense | 3,043 | 3,043 | |||
Net income | (21,319) | (21,319) | |||
Other comprehensive loss | (22) | (22) | |||
Balance at Mar. 31, 2021 | 236,259 | $ 3 | 363,898 | (127,644) | 2 |
Balance, shares at Mar. 31, 2021 | 31,802,399 | ||||
Balance at Dec. 31, 2020 | 109,827 | $ 2 | 216,126 | (106,325) | 24 |
Balance, shares at Dec. 31, 2020 | 19,677,249 | ||||
Net income | (46,186) | ||||
Balance at Sep. 30, 2021 | 217,224 | $ 3 | 369,732 | (152,511) | |
Balance, shares at Sep. 30, 2021 | 31,955,050 | ||||
Balance at Mar. 31, 2021 | 236,259 | $ 3 | 363,898 | (127,644) | 2 |
Balance, shares at Mar. 31, 2021 | 31,802,399 | ||||
Issuance of common stock upon exercise of stock options | 279 | 279 | |||
Issuance of common stock upon exercise of stock options, shares | 39,603 | ||||
Stock-based compensation expense | 2,659 | 2,659 | |||
Net income | (10,854) | (10,854) | |||
Other comprehensive loss | (2) | $ (2) | |||
Balance at Jun. 30, 2021 | 228,341 | $ 3 | 366,836 | (138,498) | |
Balance, shares at Jun. 30, 2021 | 31,842,002 | ||||
Issuance of common stock upon exercise of stock options | 367 | 367 | |||
Issuance of common stock upon exercise of stock options, shares | 113,048 | ||||
Stock-based compensation expense | 2,529 | 2,529 | |||
Net income | (14,013) | (14,013) | |||
Balance at Sep. 30, 2021 | 217,224 | $ 3 | 369,732 | (152,511) | |
Balance, shares at Sep. 30, 2021 | 31,955,050 | ||||
Balance at Dec. 31, 2021 | 303,129 | $ 4 | 471,449 | (168,324) | |
Balance, shares at Dec. 31, 2021 | 39,736,914 | ||||
Issuance of common stock upon exercise of stock options | 93 | 93 | |||
Issuance of common stock upon exercise of stock options, shares | 10,099 | ||||
Issuance of common stock upon vesting of restricted stock, shares | 224,000 | ||||
Stock-based compensation expense | 4,350 | 4,350 | |||
Net income | 4,618 | 4,618 | |||
Shares withheld for taxes | (1,106) | (1,106) | |||
Shares withheld for taxes, shares | (85,197) | ||||
Balance at Mar. 31, 2022 | 311,084 | $ 4 | 474,786 | (163,706) | |
Balance, shares at Mar. 31, 2022 | 39,885,816 | ||||
Balance at Dec. 31, 2021 | $ 303,129 | $ 4 | 471,449 | (168,324) | |
Balance, shares at Dec. 31, 2021 | 39,736,914 | ||||
Issuance of common stock upon exercise of stock options, shares | 50,176 | ||||
Net income | $ (39,915) | ||||
Balance at Sep. 30, 2022 | 317,658 | $ 4 | 525,894 | (208,240) | |
Balance, shares at Sep. 30, 2022 | 42,787,657 | ||||
Balance at Mar. 31, 2022 | 311,084 | $ 4 | 474,786 | (163,706) | |
Balance, shares at Mar. 31, 2022 | 39,885,816 | ||||
Issuance of common stock upon exercise of stock options | 183 | 183 | |||
Issuance of common stock upon exercise of stock options, shares | 17,854 | ||||
Purchase of common stock under ESPP | 203 | 203 | |||
Purchase of common stock under ESPP Shares | 16,354 | ||||
Exercise of warrant, shares | 100,731 | ||||
Stock-based compensation expense | 4,335 | 4,335 | |||
Net income | (22,538) | (22,538) | |||
Balance at Jun. 30, 2022 | 293,267 | $ 4 | 479,507 | (186,244) | |
Balance, shares at Jun. 30, 2022 | 40,020,755 | ||||
Issuance of common stock upon exercise of stock options | 191 | 191 | |||
Issuance of common stock upon exercise of stock options, shares | 23,216 | ||||
Issuance of common stock upon vesting of restricted stock, shares | 209,375 | ||||
Stock-based compensation expense | 4,191 | 4,191 | |||
Net income | (21,996) | (21,996) | |||
Shares withheld for taxes | (1,355) | (1,355) | |||
Shares withheld for taxes, shares | (77,412) | ||||
Issuance of common stock from Atm offering net of sales agent commission and fees amount | 43,360 | 43,360 | |||
Issuance of common stock from Atm offering net of sales agent commission and fees shares , shares | 2,611,723 | ||||
Balance at Sep. 30, 2022 | $ 317,658 | $ 4 | $ 525,894 | $ (208,240) | |
Balance, shares at Sep. 30, 2022 | 42,787,657 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders Equity (Parenthetical) $ in Millions | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Stock issuance cost | $ 1.6 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net income (loss) | $ (39,915) | $ (46,186) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Noncash lease expense | 1,712 | 2,201 |
Depreciation and amortization expense | 1,516 | 1,173 |
Stock-based compensation expense | 12,876 | 8,231 |
Net amortization of premiums and accretion discounts on investments | 0 | 10 |
Loss on disposal of property and equipment | 55 | 190 |
Loss on disposal of lease assets | (1) | 0 |
Amortization of deferred debt issuance costs | 18 | 151 |
Impairment of in-process research and development | 0 | 1,190 |
Remeasurement of contingent consideration liability | 0 | (980) |
Changes in operating assets and liabilities: | ||
Accounts receivable - related party | 156 | 0 |
Prepaid expenses and other current assets | 1,696 | (462) |
Other non-current assets | 933 | (81) |
Accounts payable | 556 | 3,079 |
Contract liabilities — related party | (4,805) | (3,892) |
Operating lease liabilities | (1,571) | (1,104) |
Accrued and other current and non-current liabilities | 846 | (1,128) |
Net cash used in operating activities | (25,928) | (37,608) |
Cash flows from investing activities | ||
Proceeds from sales of marketable debt securities | 0 | 7,500 |
Proceeds from maturities of marketable debt securities | 0 | 2,750 |
Purchases of property and equipment | (10,292) | (9,968) |
Net cash provided by (used in) investing activities | (10,292) | 282 |
Cash flows from financing activities | ||
Proceeds from issuance of common stock, net of issuance costs | 0 | 143,754 |
Proceeds from Employee Stock Purchase Plan | 203 | 0 |
Proceeds from issuance of common stock pursuant to at-the-market offering, net of issuance costs | 43,360 | 0 |
Proceeds from exercise of stock options | 468 | 1,622 |
Taxes withheld and paid related to net share settlement of equity awards | (2,461) | 0 |
Deferred issuance costs | (365) | (154) |
Net cash provided by (used in) financing activities | 41,205 | 145,222 |
Net change in cash, cash equivalents and restricted cash | 4,985 | 107,896 |
Cash, cash equivalents and restricted cash, at the beginning of period | 277,694 | 88,857 |
Cash, cash equivalents and restricted cash, at the end of period | 282,679 | 196,753 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 282,679 | 192,226 |
Restricted cash | 0 | 4,527 |
Cash, cash equivalents and restricted cash, at the end of period | 282,679 | 196,753 |
Supplemental cash flow information | ||
Cash received from tax refund | 0 | 214 |
Supplemental disclosures of noncash investing and financing activities | ||
Purchases of property and equipment included in accounts payable | 7,111 | 2,585 |
Operating right-of-use assets obtained in exchange for operating lease liabilities | 2,343 | 0 |
Adjustment to goodwill | $ 0 | $ 413 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | 1. Organization and Nature of the Business Adicet Bio, Inc. (formerly resTORbio, Inc. (resTORbio)), together with its subsidiaries, (the Company) is a clinical stage biotechnology company discovering and developing allogeneic gamma delta T cell therapies for cancer. The Company is advancing a pipeline of “off-the-shelf” gamma delta T cells, engineered with chimeric antigen receptors (CARs) and adaptors (CAds), to enhance selective tumor targeting and facilitate innate and adaptive anti-tumor immune response for durable activity in patients. The Company's approach to activate, engineer, and manufacture allogeneic gamma delta T cell product candidates derived from the peripheral blood cells of unrelated donors allows it to generate new product candidates in a rapid and cost-efficient manner. Adicet Bio, Inc. (when referred to prior to the merger, Former Adicet) was incorporated in November 2014 in Delaware. On September 15, 2020, Former Adicet completed a merger with resTORbio, pursuant to which Former Adicet merged with a wholly owned subsidiary of resTORbio in an all-stock transaction with Former Adicet surviving as a wholly owned subsidiary of resTORbio and changing its name to “Adicet Therapeutics, Inc.” (Adicet Therapeutics). In connection with the merger, the Company changed its name from “resTORbio, Inc.” to “Adicet Bio, Inc.” The Company’s principal executive offices are located in Boston, Massachusetts. The Company also has another office in Redwood City, California. Adicet Bio Israel Ltd. (formerly Applied Immune Technologies Ltd.) (Adicet Israel) is a wholly owned subsidiary of the Company and is located in Haifa, Israel. Adicet Israel was founded in 2006. During 2019, the Company consolidated its operations, including research and development activities, in the United States and as a result, substantially reduced its operations in Israel. Liquidity The Company has incurred significant net operating losses and negative cash flows from operations and has an accumulated deficit of $ 208.2 million as of September 30, 2022. The Company has historically financed its operations primarily through a collaboration and licensing arrangement, public and private placements of equity securities and debt, and cash received in the merger with resTORbio. To date, none of the Company’s product candidates have been approved for sale and therefore the Company has not generated any revenue from product sales. Management expects operating losses and negative cash flows to continue for the foreseeable future, until such time, if ever, that it can generate significant sales of its product candidates currently in development. In February 2021, the Company completed an underwritten public offering of 10,575,513 shares of its common stock at a public offering price of $ 13.00 per share. The Company received net proceeds from the offering, after deducting underwriting discounts and commissions and offering expenses of approximately $ 128.8 million. In connection with the offering, the Company also entered into a stock purchase agreement with certain existing investors for $ 15.0 million of shares of the Company’s common stock at a price per share equal to the public offering price, with an initial closing for certain investors held simultaneously with the closing of the offering and a subsequent closing for certain additional investors. In December 2021, the Company closed an underwritten public offering of 7,187,500 shares of its common stock at a public offering price of $ 14.00 per share. The Company received net proceeds from the offering, after deducting underwriting discounts and commissions and offering expenses, of approximately $ 94.2 million. On March 12, 2021, the Company entered into a Capital On Demand Sales Agreement (the Sales Agreement) with JonesTrading Institutional Services LLC, as sales agent, to provide for the offering, issuance and sale of up to an aggregate amount of $ 75.0 million of common stock from time to time in “at-the-market” (ATM) offerings under a registration statement on Form S-3 (File No. 333-254193) filed with the U.S. Securities and Exchange Commission (the SEC), which was declared effective on March 30, 2021. In August 2022, pursuant to the Sales Agreement and subject to the limitations thereof, the Company sold an aggregate of 2,611,723 shares of common stock at $ 17.23 per share resulting in net proceeds to the Company of $ 43.4 million after deducting sales agent commissions and expenses. The Company expects that its cash and cash equivalents, including the net proceeds it received in February 2021 and December 2021 from its underwritten public offerings, the proceeds received from a stock purchase agreement with certain existing investors, as well as the proceeds received from its ATM offering, will be sufficient to fund its forecasted operating expenses, capital expenditure requirements and debt service payments for at least the next twelve months from the issuance of these interim consolidated financial statements. All of the Company’s revenue to date has been generated from a collaboration and license agreement with Regeneron Pharmaceuticals Inc, (Regeneron). The Company does not expect to generate any significant product revenue until it obtains regulatory approval of and commercializes any of the Company’s product candidates or enters into additional collaborative agreements with third parties, and it does not know when, or if, either will occur. The Company expects to continue to incur significant losses for the foreseeable future, and it expects the losses to increase as the Company continues the development of, and seeks regulatory approvals for, its product candidates and begins to commercialize any approved products. The Company is subject to all of the risks typically related to the development of new product candidates, including, but not limited to, raising additional capital, development by its competitors of new technological innovations, risk of failure in preclinical and clinical studies, safety and efficacy of its product candidates in clinical trials, the risk of relying on external parties such as contract research organizations (CROs) and contract manufacturing organizations (CMOs), the regulatory approval process, market acceptance of the Company’s products once approved, lack of marketing and sales history, dependence on key personnel and protection of proprietary technology and it may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect its business. Until such time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operations through the sale of equity, debt financings, collaborative or other arrangements with corporate or other sources of financing. Adequate funding may not be available to the Company on acceptable terms or at all. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and the Company’s ability to pursue its business strategies. Although the Company continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The unaudited interim consolidated financial statements and related disclosures have been prepared in conformity with accounting principles generally accepted in the United States of America (United States GAAP or GAAP). Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes to the significant accounting policies during the nine months ended September 30, 2022 . Unaudited Interim Financial Information The accompanying unaudited consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021, have been prepared by the Company, pursuant to the rules and regulations of the SEC, for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2022 and consolidated results of operations for the three and nine months ended September 30, 2022 and 2021 and consolidated cash flows for the nine months ended September 30, 2022 and 2021 have been made. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents. The Company’s cash and cash equivalents are held at one financial institution in the U.S. and one financial institution in Israel and such amounts may, at times, exceed insured limits. The Company invests its cash equivalents in money market funds. The Company limits its credit risk associated with cash equivalents by placing them with banks and institutions it believes are highly creditworthy and in highly rated investments. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. Risks and 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, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies, clinical trials, and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company’s product candidates are still in development and, to date, none of the Company’s product candidates have been approved for sale and, therefore, the Company has not generated any revenue from product sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. The current COVID-19 (coronavirus) pandemic, which is impacting worldwide economic activity, poses the risk that the Company or its employees, contractors, suppliers, and other partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities. The extent to which the coronavirus impacts the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information that will emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. COVID-19 may impact the timing of regulatory review and clearance of investigational new drugs (INDs) for clinical trials, the enrollment of any clinical trials that are allowed to proceed, the availability of clinical trial materials and regulatory approval and commercialization of our product candidates. COVID-19 may also impact the Company’s ability to access capital, which could negatively impact short-term and long-term liquidity. Recent 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, unless otherwise discussed below. Recently Adopted Accounting Pronouncements In July 2021, FASB issued ASU No. 2021-05, Lease (Topic 842), Lessors - Certain Leases with Variable Lease Payments (ASU 2021-05). ASU 2021-05 amends the lease classification requirements for lessors when classifying and accounting for a lease with variable lease payments that do not depend on a reference rate index or a rate. The update provides criteria, that if met, the lease would be classified and accounted for as an operating lease. ASU 2021-05 is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. The Company adopted ASU 2021-05 in the first quarter of 2022. The impact on its consolidated financial statements and related disclosures was not material. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This ASU replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. For SEC filers that are eligible to be smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company plans to adopt the provisions of ASU 2016-13 effective January 1, 2023 and is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). The new guidance simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. SEC filers that are eligible to be smaller reporting companies should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2022. The amendment should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company plans to adopt the provisions of ASU 2017-04 effective January 1, 2023 and is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The Company determines the fair value of financial and non-financial assets and liabilities using the fair value hierarchy which establishes three level of inputs that may be used to measure fair value, as follows: Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) (2) $ 147,717 $ — $ — $ 147,717 Total fair value of assets $ 147,717 $ — $ — $ 147,717 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) (2) $ 147,071 $ — $ — $ 147,071 Total fair value of assets $ 147,071 $ — $ — $ 147,071 (1) Included in cash and cash equivalents in the consolidated balance sheets. (2) Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices . |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, Prepaid insurance $ 483 $ 1,884 Prepayments to CROs 1,119 1,658 Prepaid maintenance 269 958 Prepayments to CMOs 68 115 Prepaid software subscription and licensing fees 451 63 Interest receivable 259 29 Other prepaid expenses and current assets 380 2 Total prepaid expenses and other current assets $ 3,029 $ 4,709 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): Useful life September 30, December 31, Laboratory equipment 3 $ 6,178 $ 5,502 Leasehold improvements Lesser of useful life or lease term 17,852 1,614 Furniture and fixtures 3 231 303 Construction in progress — 9,764 13,014 Computer equipment 3 172 216 Software 3 328 320 34,525 20,969 Less: Accumulated depreciation and amortization ( 7,693 ) ( 6,326 ) Property and equipment, net $ 26,832 $ 14,643 Depreciation and amortization expense was $ 0.8 million and $ 0.4 million for the three months ended September 30, 2022 and 2021, respectively. Depreciation and amortization expense was $ 1.5 million and $ 1.2 million for the nine months ended September 30, 2022 and 2021, respectively. On March 18, 2022, the Company's wholly-owned subsidiary Adicet Therapeutics entered into Change Order No. 3 (the Change Order No. 3) to a construction agreement between Adicet Therapeutics and CP Enterprises, Inc. d/b/a CP Construction (CP Construction) (the Construction Agreement). The Construction Agreement provides for pre-construction and construction services at the Company's office and laboratory space in Redwood City, California (1000 Bridge Parkway) for consideration of approximately $ 13.8 million to CP Construction, including previous change orders. The Change Order No. 3 increased the budget for the construction by approximately $ 5.3 million in order to build one good manufacturing practice (GMP) cell processing and one vector manufacturing suite in addition to controlled materials warehousing at 1000 Bridge Parkway. In June 2022, the Company moved its operations to 1000 Bridge Parkway which resulted in reclassifying $ 16.2 million from Construction in progress to Leasehold improvements for the nine months ended September 30, 2022. Construction in progress has decreased by $ 2.6 million during the three months ended September 30, 2022 , compared to the three months ended September 30, 2021 as the Company approaches completion of its building construction for 1000 Bridge Parkway. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | 6. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following (in thousands): September 30, December 31, Accrued compensation $ 4,566 $ 4,020 Accrued professional services 2,368 546 Accrued CMO costs 2,052 1,077 Accrued other research and development expenses 629 504 Accrued CRO costs 446 32 Accrued other liabilities 181 503 Total accrued and other liabilities $ 10,242 $ 6,682 |
Third Party Agreements
Third Party Agreements | 9 Months Ended |
Sep. 30, 2022 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Third Party Agreements | 7. Third Party Agreements Regeneron On July 29, 2016, the Company entered into a license and collaboration agreement with Regeneron, which was amended in April 2019, with such amendment becoming effective in connection with Regeneron’s investment in the Company’s Series B redeemable convertible preferred stock private placement transaction in July 2019 (as amended, the Regeneron Agreement). Financial Terms. The Company received a non-refundable upfront payment of $ 25.0 million from Regeneron upon execution of the Regeneron Agreement and an aggregate of $ 20.0 million of additional payments for research funding from Regeneron as of September 30, 2022. In addition, Regeneron may have to pay the Company additional amounts in the future consisting of up to an aggregate of $ 80.0 million of option exercise fees, as specified in the Regeneron Agreement. Regeneron must also pay the Company high single digit royalties as a percentage of net sales for immune cell products (ICPs) to targets for which it has exclusive rights, and low single digit royalties as a percentage of net sales on any non-ICP product comprising a targeting moiety generated by the Company through the use of Regeneron’s proprietary mice. The Company must pay Regeneron mid-single to low double digit, but less than teens, of royalties as a percentage of net sales of ICPs to targets for which the Company has exercised exclusive rights, and low to mid-single digit of royalties as a percentage of net sales of targeting moieties generated from the Company’s license to use Regeneron’s proprietary mice. Royalties are payable until the longer of the expiration or invalidity of the licensed patent rights or twelve (12) years from first commercial sale. At contract inception, the Company determined the transaction price of the Regeneron Agreement to be $ 55.0 million, consisting of the $ 25.0 million upfront payment and the aggregate research funding fees of $ 30.0 million payable over the research term. In order to determine the transaction price, the Company evaluated all the payments to be received during the duration of the contract. Per the terms of the original Regeneron Agreement prior to the amendment effective from July 2019, the research funding fees of $ 30.0 million were payable merely due to the passage of time and therefore did not represent a variable consideration. After the amendment became effective in July 2019, $ 20.0 million of these fees became contingent upon meeting certain development and regulatory milestones. Therefore, the Company concluded that after the amendment such potential payments became variable consideration. The receipt of the variable consideration was subject to substantial uncertainty and was therefore excluded from the transaction price upon the effective date of the amendment. Accordingly, the transaction price was reduced to $ 35.0 million in July 2019. The Company re-evaluates the transaction price if there is a significant change in facts and circumstances at least at the end of each reporting period. The Company increased the transaction price by $ 10.0 million in June 2020 to $ 45.0 million when it achieved the milestone for the selection of a clinical candidate to the second collaboration target under the Regeneron Agreement. The Company recorded a $4.0 million revenue reduction in the first quarter of 2021 as a result of an adjustment to cumulative revenue recognized due to a change in overall estimated costs primarily due to an extension of time to fulfill the combined performance obligation. During the nine months ended September 30, 2022, the Company recognized $ 5.0 million in revenue related to the performance obligations described above. The Company also recognized $ 20.0 million of revenue related to Regeneron's exercise of an option for ADI-002, which is described below, and resulted in an aggregate of $ 25.0 million recorded as revenue during the nine months ended September 30, 2022. The Company's obligations under the combined performance obligation were completed during the first quarter of 2022. The Company also evaluated whether the option provided to Regeneron represents a material right that would require separate deferral and recognition. The option exercise will provide Regeneron with a development and commercial license to develop and commercialize the optioned collaboration ICPs. The Company concluded that the $25.0 million upfront payment to the Company was not negotiated to provide incremental discount for the future option fees payable upon Regeneron’s exercise of the option. The option provides Regeneron with a license for intellectual property that will be improved from the inception of the Regeneron Agreement. In addition, the option fee is significant compared to the sum total of the upfront payment and research funding fees in the original Regeneron Agreement. Therefore, the Company determined that the option provided to Regeneron does not represent a material right and that any potential exercise of the option should be accounted as a separate contract. Hence, upon the option exercise by Regeneron the option fee would be allocated to the development and commercial license which would be the only performance obligation in that separate contract and recognized as revenue when control of the license rights is transferred to Regeneron. On January 28, 2022, Regeneron exercised its option to license the exclusive, worldwide rights to ADI-002, an allogeneic gamma delta chimeric antigen receptor (CAR) T cell therapy directed against Glypican-3, pursuant to the Regeneron Agreement. In conjunction with the exercise of the Option, Regeneron paid an exercise fee of $ 20.0 million to the Company on January 28, 2022, and the Company completed the transfer of the associated license rights to Regeneron during the first quarter of 2022. Pursuant to the Regeneron Agreement, upon Regeneron’s exercise of the option, the Company had a specified period of time to elect to co-fund future development costs of ADI-002, and to participate in any potential profits with Regeneron up to a specified co-funding percentage in various geographic regions, including on a worldwide basis (Co-Funding Option). The Company elected not to exercise its Co-Funding Option for ADI-002. Accordingly, Regeneron is responsible, at its sole cost, for all development, manufacturing and commercialization of ADI-002 and must pay the Company high single digit royalties as a percentage of any net sales of ADI-002 for a period commencing on the first commercial sale until the longer of (i) the expiration or invalidity of the licensed patent rights or (ii) a low double digit amount of years from first commercial sale. The following tables present changes in the Company’s contract liabilities for the nine months ended September 30, 2022 and 2021 (in thousands): Nine Months Ended September 30, 2022 Balance at Deductions Balance at Contract liability $ 4,805 $ ( 4,805 ) $ — Nine Months Ended September 30, 2021 Balance at Deductions Balance at Contract liability $ 13,980 $ ( 3,892 ) $ 10,088 (1) Deductions to contract liabilities relate to deferred revenue recognized as revenue during the reporting period. Deductions are shown net of additions that are the result of a reduction to cumulative revenue recognized as a result of a change in overall estimated costs, primarily due to an extension of time to fulfill the combined performance obligation, which was recorded as a change in estimate during the nine months ended September 30, 2021. As of September 30, 2022, there were no contract liabilities related to the Regeneron Agreement. Additionally, as of September 30, 2022, there was less than $ 0.1 million in contract assets which is reflected as accounts receivable-related party on the consolidated balance sheet. As of September 30, 2021, contract liabilities related to the Regeneron Agreement of $ 10.1 million was comprised of the $ 25.0 million upfront payment and additional $ 5.0 million research funding fees in each of 2017 and 2018, and $ 10.0 million for achievement of the milestone for the selection of a clinical candidate to the second collaboration target in June 2020, less $ 35.3 million of cumulative license and collaboration revenue recognized from the inception of the Regeneron Agreement as of September 30, 2021. Twist Bioscience In March 2021, the Company entered into an Antibody Discovery Agreement (the Twist Agreement) with Twist Bioscience Corporation (Twist). Under the terms of the Twist Agreement, Twist will utilize its proprietary platform technology to assist the Company with the discovery of novel antibodies related to target antigens selected by the Company. The Company maintains the sole and exclusive rights to any program antibodies discovered under the Twist Agreement and has the right to patent, assign, license or transfer any work product under the agreement. Furthermore, the Company has the right to sublicense its rights to program antibodies to third parties. The Company may terminate the Twist Agreement at any time, with or without cause, upon a specified period advance written notice. Per the terms of the agreement, the Company will pay Twist an upfront, non-refundable project initiation fee, a technology access fee, as well as a project fee for each project entered into under the agreement. Additionally, the Company will pay fees for development and regulatory milestones in the tens of millions of dollars and low single digit royalties on net sales to Twist for programs initiated under the agreement. On a cumulative basis as of September 30, 2022, the Company has incurred $ 0.8 million related to project initiation fees, technology access fees and projects fees as research and development expense related to this agreement. |
License Funding and Other Agree
License Funding and Other Agreements | 9 Months Ended |
Sep. 30, 2022 | |
License Funding And Other Agreements [Abstract] | |
License, Funding and Other Agreements | . License, Funding and Other Agreements National Institute of Health In May 2019, the Company was awarded a 5 -year grant for up to $ 1.5 million from the National Institutes of Health (the NIH) to study RTB101 and the regulation of antiviral immunity in the elderly. The Company is entitled to use the award solely to conduct the research. The Company is solely responsible for commencing and conducting the research and will furnish periodic progress updates to the NIH throughout the term of the award. After completing the research, the Company must provide the NIH with a formal report describing the work performed and the results of the research. For funds received under the NIH funding agreement, the Company recognizes a reduction in research and development expenses in an amount equal to the qualifying expenses incurred in each period up to the amount funded by the NIH. Qualifying expenses incurred by the Company in advance of funding by the NIH are recorded in the consolidated balance sheets as other current assets. For the nine months ended September 30, 2022 , no qualifying expenses have been incurred and no thing has been funded by the NIH. On a cumulative basis as of September 30, 2022 , $ 1.3 million has been incurred and $ 1.3 million has been funded by the NIH. |
Commitments and Contingences
Commitments and Contingences | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingences | 9. Commitments and Contingencies Operating Leases The Company leases office and laboratory space in Redwood City, California, and Boston, Massachusetts. On June 16, 2022, Adicet Therapeutics entered into a second lease amendment with Westport Office Park, LLC (the Second Amendment). The Second Amendment further amends the lease agreement, dated as of October 31, 2018, as amended on December 30, 2020, for the premises located at 1000 Bridge Parkway in Redwood City, CA. The Second Amendment expands the space leased by Adicet Therapeutics at 1000 Bridge Parkway to include a portion of 1200 Bridge Parkway, increasing Adicet Therapeutics’ leased space by 12,204 square feet (the Expansion Space). Adicet Therapeutics will pay a monthly fee for the Expansion Space increasing annually from $ 73,000 to $ 78,000 over the thirty-six (36) month term of the Second Amendment. The Second Amendment also provides Adicet Therapeutics with an allowance to construct improvements to the Expansion Space. The initial right-of-use asset and operating lease liability for 1200 Bridge Parkway at lease commencement was $ 2.3 million. The following table presents the operating lease cost and information related to the operating lease right-of-use assets, net and operating lease liabilities for the quarter ended September 30, 2022 (in thousands): Three months ended September 30, 2022 Lease Cost Operating lease cost $ 1,108 Short-term lease cost 46 Variable lease cost — Sublease Income ( 181 ) Total lease cost $ 973 Other Information Operating cash flows used for lease liabilities $ 1,571 Weighted-average remaining lease term - operating leases 6.7 Weighted-average discount rate - operating leases 7.1 % For the nine months ended September 30, 2022, the Company recognized $ 3.1 million and $ 0.3 million in operating lease and short-term lease costs, respectively. Additionally, for the nine months ended September 30, 2022, the Company recognized $ 0.5 million in sublease income. On July 19, 2021, the Company entered into a Sublease (the Sublease Agreement) with RFS OPCO LLC (Sublessee), whereby the Company agreed to sublease to Sublessee all of the 9,501 rentable square feet of office space in Boston, Massachusetts, currently leased by the Company pursuant to the Company’s lease with 500 Boylston and 222 Berkeley Owner (DE) LLC, dated January 8, 2018, as amended (the Master Lease). The term of the Sublease Agreement started on September 1, 2021 and ends on July 30, 2026. The aggregate base rent due to the Company under the Sublease Agreement is approximately $ 3.5 million which began on October 1, 2021. Upon execution of the Sublease Agreement, the Company received a cash security deposit of $ 0.1 million from the Sublessee which is recorded as other non-current liabilities in the consolidated balance sheets. The expected sublease income as of September 30, 2022 is as follows (in thousands): September 30, 2022 $ 164 2023 671 2024 685 2025 699 2026 416 Total $ 2,635 Further, the Company remains liable for the remaining lease payments under the Master Lease, totaling $ 2.5 million, which is included in future minimum lease payments table below. The future minimum lease payments under all non-cancelable operating lease obligations as of September 30, 2022 were as follows (in thousands): September 30, 2022 $ 995 2023 4,322 2024 4,450 2025 4,096 2026 and thereafter 13,747 Total undiscounted lease payments 27,610 Less: imputed interest 5,893 Total operating lease liability 21,717 Less: current portion 2,409 Operating lease liability, net of current maturities $ 19,308 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 10. Stockholders' Equity Common Stock and Warrants The Company’s Certificate of Incorporation, as amended, authorized the Company to issue 150,000,000 shares of $ 0.0001 par value common stock as of December 31, 2021. Common stockholders are entitled to dividends if and when declared by the board of directors of the Company subject to the prior rights of the preferred stockholders. As of September 30, 2022 , no dividends on common stock had been declared by the board of directors. The Company has the following shares of common stock reserved for future issuance: September 30, December 31, Stock options available for future grant 3,093,123 1,961,338 Stock options issued and outstanding 5,862,935 3,875,317 Unvested restricted stock units 318,160 771,660 Common stock warrants issued and outstanding — 220,890 Total common stock reserved 9,274,218 6,829,205 In April 2022, a warrant holder exercised 220,890 warrants at an exercise price of $ 11.32 per warrant, which resulted in a net issuance of 100,731 shares to the warrant holder. There was no cash received by the Company as a result of this transaction. The following provides a roll forward of outstanding warrants to purchase common stock as of September 30, 2022: Issuance Date Number of Shares of Common Stock Issuable Weighted Average Exercise Price Weight Average Contractual Term (Years) Outstanding, December 31, 2021 220,890 $ 11.3177 4.66 Warrants issued — Warrants exercised 100,731 Warrants forfeited 120,159 Outstanding, September 30, 2022 — |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-based Compensation Stock-based Compensation Expense Total stock-based compensation expense recognized was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 1,745 $ 796 $ 5,319 $ 3,209 General and administrative 2,446 1,733 7,557 5,022 Total stock-based compensation $ 4,191 $ 2,529 $ 12,876 $ 8,231 Stock Options A summary of stock option activity for nine months ended September 30, 2022 is set forth below: Number of Weighted- Weighted- Aggregate Outstanding, December 31, 2021 3,875,317 $ 14.08 8.85 $ 13,212 Options authorized Options granted 2,219,300 $ 14.29 Options exercised ( 50,176 ) $ 9.35 Options forfeited or cancelled ( 181,506 ) $ 13.08 Outstanding, September 30, 2022 5,862,935 $ 14.23 8.55 $ 5,872 Options exercisable, September 30, 2022 1,995,850 $ 14.10 8.18 $ 2,535 Vested and expected to vest, September 30, 2022 5,862,935 $ 14.23 8.55 $ 5,872 The assumptions used in the Black Scholes Model to calculate stock-based compensation are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Fair value of common stock $ 14.16 - $ 16.89 $ 7.84 - $ 8.35 $ 11.49 - $ 19.97 $ 7.84 - $ 16.82 Expected term (years) 6.0 - 6.1 5.6 - 6.1 5.5 - 6.1 0.9 - 6.1 Volatility 79.5 % - 80.7 % 78.0 % - 78.2 % 77.4 % - 80.7 % 77.9 % - 79.8 % Risk free rates 2.7 % - 4.0 % 0.9 % - 1.2 % 1.6 % - 4.0 % 0.1 % - 1.2 % Dividend rate 0.0 % 0.0 % 0.0 % 0.0 % Restricted Stock Units In October 2021, the Company granted 560,000 RSUs with service and performance conditions to certain employees, 112,000 and 336,000 of which vested during the three months and nine ended September 30, 2022, respectively. Vesting of these awards is contingent on the occurrence of certain milestone events and fulfilment of any remaining service condition. As a result, the related compensation cost is recognized as an expense when achievement of the milestone is considered probable. The expense recognized for these awards is based on the grant date fair value of the Company's common stock multiplied by the number of units granted. The Company recognized $ 0.3 million and $ 2.0 million of related expense during the three and nine months ended September 30, 2022, respectively. The summary of RSU activity and related information for the nine months ended September 30, 2022 is set forth below: Number of Units Outstanding Weighted- Outstanding, December 31, 2021 771,660 $ 7.85 RSUs granted — — RSUs vested ( 433,375 ) $ 7.82 RSUs forfeited ( 20,125 ) $ 7.12 Outstanding, September 30, 2022 318,160 $ 7.88 Summary of Plans The Company has a 2014 Share Option Plan (the 2014 Plan), 2015 Stock Incentive Plan (the 2015 Plan), 2017 Stock Incentive Plan (the 2017 Plan), 2018 Stock Incentive Plan (the 2018 Plan), and 2018 Employee Stock Purchase Plan (the 2018 ESPP, and, collectively with the 2014 Plan, the 2015 Plan, the 2017 Plan and the 2018 Plan, the Plans). There have been no material changes in the Plans from those disclosed in Note 18 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. In addition, on January 27, 2022, the Company established the 2022 Inducement Plan (the Inducement Plan) in accordance with Nasdaq Listing Rule 5635(c)(4). The 2014 Plan and 2015 Plan As of September 30, 2022 , the number of shares of common stock available for grant under the 2014 Plan and 2015 Plan is 93,599 shares. As of September 30, 2022 , an aggregate of 1,059,802 shares of Former Adicet common stock were issuable upon the exercise of outstanding stock options under the 2015 Plan at a weighted average exercise price of $ 12.01 per share and an aggregate of 185,396 shares of Former Adicet common stock were issuable upon the exercise of outstanding stock options under the 2014 Plan at a weighted average exercise price of $ 1.61 per share. The 2017 Plan and 2018 Plan As of September 30, 2022 , the number of shares of common stock available for grant under the 2017 Plan and 2018 Plan is 2,594,924 shares. As of September 30, 2022 , an aggregate of 4,140,410 shares of common stock were issuable upon the exercise of outstanding stock options under the 2017 Plan and 2018 Plan at a weighted average exercise price of $ 14.88 per share. Included in this amount was a grant of 6,410 performance stock units, 210,750 RSUs and 560,000 RSUs the Company granted in May 2021, August 2021 and October 2021, respectively. 2018 Employee Stock Purchase Plan On January 1, 2022, as a result of the foregoing evergreen provision, the number of shares of common stock available for issuance under the 2018 Employee Stock Purchase Plan (ESPP) automatically increased from 524,775 shares to 922,144 shares. During the three and nine months ended September 30, 2022, no shares and 16,354 shares were issued under the 2018 ESPP. As of September 30, 2022, 890,123 shares of common stock were available for issuance under the 2018 ESPP. Inducement Grants As of September 30, 2022, the number of shares of common stock available for grant under the Inducement Plan is 404,600 shares and an aggregate of 595,400 shares of common stock were issuable upon the exercise of inducement grants of stock options, approved by the Company in accordance with Nasdaq listing Rule 5635(c)(4) and granted under the Inducement Plan, at a weighted average exercise price of $ 14.43 per share. In addition, as of September 30, 2022, an aggregate of 362,503 shares of common stock were issuable upon the exercise of inducement grants of stock options, approved by the Company in accordance with Nasdaq listing Rule 5635(c)(4) prior to establishing the Inducement Plan, at a weighted average exercise price of $ 14.33 per share. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | 12. Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss - basic and diluted $ ( 21,996 ) $ ( 14,013 ) $ ( 39,915 ) $ ( 46,186 ) Weighted-average shares used in computing net loss per share, basic and diluted 41,642,815 31,876,016 40,547,792 29,954,616 Net loss per share, basic and diluted ( 0.53 ) ( 0.44 ) ( 0.98 ) ( 1.54 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share for the period presented because including them would have been antidilutive: As of September 30, 2022 2021 Options to purchase common stock 5,862,935 4,276,356 Unvested restricted stock awards 318,160 — Common stock warrants — 220,890 Total 6,181,095 4,497,246 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company recognized no income tax expense during the three and nine months ended September 30, 2022 , compared to an income tax expense of $ 11,000 and income tax benefit of $ 0.1 million during the three and nine months ended September 30, 2021, respectively. The income tax benefit during the nine months ended September 30, 2021 was due to the tax effect of the reduction in the deferred tax liability associated with the basis differences from IPR&D. The Company maintains a full valuation allowance against its deferred tax assets due to the Company’s history of losses as of September 30, 2022 . |
Related Party
Related Party | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party | 14. Related Party As of September 30, 2022 , Regeneron owned 883,568 shares of the Company’s common stock. Regeneron became a related party in July 2019 as a result of Series B redeemable convertible preferred stock financing. For the three and nine months ended September 30, 2022 , the Company recorded no revenue and revenue of $ 25.0 million from the Regeneron Agreement, respectively. See Note 7 for a discussion of the Regeneron Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited interim consolidated financial statements and related disclosures have been prepared in conformity with accounting principles generally accepted in the United States of America (United States GAAP or GAAP). |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes to the significant accounting policies during the nine months ended September 30, 2022 . |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying unaudited consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021, have been prepared by the Company, pursuant to the rules and regulations of the SEC, for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2022 and consolidated results of operations for the three and nine months ended September 30, 2022 and 2021 and consolidated cash flows for the nine months ended September 30, 2022 and 2021 have been made. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents. The Company’s cash and cash equivalents are held at one financial institution in the U.S. and one financial institution in Israel and such amounts may, at times, exceed insured limits. The Company invests its cash equivalents in money market funds. The Company limits its credit risk associated with cash equivalents by placing them with banks and institutions it believes are highly creditworthy and in highly rated investments. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. |
Risks and Uncertainties | Risks and 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, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies, clinical trials, and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company’s product candidates are still in development and, to date, none of the Company’s product candidates have been approved for sale and, therefore, the Company has not generated any revenue from product sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. The current COVID-19 (coronavirus) pandemic, which is impacting worldwide economic activity, poses the risk that the Company or its employees, contractors, suppliers, and other partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities. The extent to which the coronavirus impacts the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information that will emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. COVID-19 may impact the timing of regulatory review and clearance of investigational new drugs (INDs) for clinical trials, the enrollment of any clinical trials that are allowed to proceed, the availability of clinical trial materials and regulatory approval and commercialization of our product candidates. COVID-19 may also impact the Company’s ability to access capital, which could negatively impact short-term and long-term liquidity. |
Recent Accounting Pronouncements | Recent 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, unless otherwise discussed below. Recently Adopted Accounting Pronouncements In July 2021, FASB issued ASU No. 2021-05, Lease (Topic 842), Lessors - Certain Leases with Variable Lease Payments (ASU 2021-05). ASU 2021-05 amends the lease classification requirements for lessors when classifying and accounting for a lease with variable lease payments that do not depend on a reference rate index or a rate. The update provides criteria, that if met, the lease would be classified and accounted for as an operating lease. ASU 2021-05 is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. The Company adopted ASU 2021-05 in the first quarter of 2022. The impact on its consolidated financial statements and related disclosures was not material. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This ASU replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. For SEC filers that are eligible to be smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company plans to adopt the provisions of ASU 2016-13 effective January 1, 2023 and is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). The new guidance simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. SEC filers that are eligible to be smaller reporting companies should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2022. The amendment should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company plans to adopt the provisions of ASU 2017-04 effective January 1, 2023 and is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements and related disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured on Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) (2) $ 147,717 $ — $ — $ 147,717 Total fair value of assets $ 147,717 $ — $ — $ 147,717 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) (2) $ 147,071 $ — $ — $ 147,071 Total fair value of assets $ 147,071 $ — $ — $ 147,071 (1) Included in cash and cash equivalents in the consolidated balance sheets. (2) Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices . |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 (in thousands): September 30, December 31, Prepaid insurance $ 483 $ 1,884 Prepayments to CROs 1,119 1,658 Prepaid maintenance 269 958 Prepayments to CMOs 68 115 Prepaid software subscription and licensing fees 451 63 Interest receivable 259 29 Other prepaid expenses and current assets 380 2 Total prepaid expenses and other current assets $ 3,029 $ 4,709 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): Useful life September 30, December 31, Laboratory equipment 3 $ 6,178 $ 5,502 Leasehold improvements Lesser of useful life or lease term 17,852 1,614 Furniture and fixtures 3 231 303 Construction in progress — 9,764 13,014 Computer equipment 3 172 216 Software 3 328 320 34,525 20,969 Less: Accumulated depreciation and amortization ( 7,693 ) ( 6,326 ) Property and equipment, net $ 26,832 $ 14,643 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following (in thousands): September 30, December 31, Accrued compensation $ 4,566 $ 4,020 Accrued professional services 2,368 546 Accrued CMO costs 2,052 1,077 Accrued other research and development expenses 629 504 Accrued CRO costs 446 32 Accrued other liabilities 181 503 Total accrued and other liabilities $ 10,242 $ 6,682 |
Third Party Agreements (Tables)
Third Party Agreements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Change in Company's Contract Liabilities | The following tables present changes in the Company’s contract liabilities for the nine months ended September 30, 2022 and 2021 (in thousands): Nine Months Ended September 30, 2022 Balance at Deductions Balance at Contract liability $ 4,805 $ ( 4,805 ) $ — Nine Months Ended September 30, 2021 Balance at Deductions Balance at Contract liability $ 13,980 $ ( 3,892 ) $ 10,088 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Lease Costs and Other Information | The following table presents the operating lease cost and information related to the operating lease right-of-use assets, net and operating lease liabilities for the quarter ended September 30, 2022 (in thousands): Three months ended September 30, 2022 Lease Cost Operating lease cost $ 1,108 Short-term lease cost 46 Variable lease cost — Sublease Income ( 181 ) Total lease cost $ 973 Other Information Operating cash flows used for lease liabilities $ 1,571 Weighted-average remaining lease term - operating leases 6.7 Weighted-average discount rate - operating leases 7.1 % |
Schedule Of Sublease Income | The expected sublease income as of September 30, 2022 is as follows (in thousands): September 30, 2022 $ 164 2023 671 2024 685 2025 699 2026 416 Total $ 2,635 |
Schedule of Future Minimum Lease Payments | The future minimum lease payments under all non-cancelable operating lease obligations as of September 30, 2022 were as follows (in thousands): September 30, 2022 $ 995 2023 4,322 2024 4,450 2025 4,096 2026 and thereafter 13,747 Total undiscounted lease payments 27,610 Less: imputed interest 5,893 Total operating lease liability 21,717 Less: current portion 2,409 Operating lease liability, net of current maturities $ 19,308 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Outstanding Warrants To Purchase Shares of Common Stock | The following provides a roll forward of outstanding warrants to purchase common stock as of September 30, 2022: Issuance Date Number of Shares of Common Stock Issuable Weighted Average Exercise Price Weight Average Contractual Term (Years) Outstanding, December 31, 2021 220,890 $ 11.3177 4.66 Warrants issued — Warrants exercised 100,731 Warrants forfeited 120,159 Outstanding, September 30, 2022 — |
Schedule of Number of Shares of Common Stock Reserved for Future Issuance | The Company has the following shares of common stock reserved for future issuance: September 30, December 31, Stock options available for future grant 3,093,123 1,961,338 Stock options issued and outstanding 5,862,935 3,875,317 Unvested restricted stock units 318,160 771,660 Common stock warrants issued and outstanding — 220,890 Total common stock reserved 9,274,218 6,829,205 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-Based Compensation Expense | Total stock-based compensation expense recognized was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 1,745 $ 796 $ 5,319 $ 3,209 General and administrative 2,446 1,733 7,557 5,022 Total stock-based compensation $ 4,191 $ 2,529 $ 12,876 $ 8,231 |
Summary of Stock Option Activity | Stock Options A summary of stock option activity for nine months ended September 30, 2022 is set forth below: Number of Weighted- Weighted- Aggregate Outstanding, December 31, 2021 3,875,317 $ 14.08 8.85 $ 13,212 Options authorized Options granted 2,219,300 $ 14.29 Options exercised ( 50,176 ) $ 9.35 Options forfeited or cancelled ( 181,506 ) $ 13.08 Outstanding, September 30, 2022 5,862,935 $ 14.23 8.55 $ 5,872 Options exercisable, September 30, 2022 1,995,850 $ 14.10 8.18 $ 2,535 Vested and expected to vest, September 30, 2022 5,862,935 $ 14.23 8.55 $ 5,872 |
Schedule of Assumptions to Estimate Fair Value of Stock Options Using Black-Scholes Option Pricing Model | The assumptions used in the Black Scholes Model to calculate stock-based compensation are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Fair value of common stock $ 14.16 - $ 16.89 $ 7.84 - $ 8.35 $ 11.49 - $ 19.97 $ 7.84 - $ 16.82 Expected term (years) 6.0 - 6.1 5.6 - 6.1 5.5 - 6.1 0.9 - 6.1 Volatility 79.5 % - 80.7 % 78.0 % - 78.2 % 77.4 % - 80.7 % 77.9 % - 79.8 % Risk free rates 2.7 % - 4.0 % 0.9 % - 1.2 % 1.6 % - 4.0 % 0.1 % - 1.2 % Dividend rate 0.0 % 0.0 % 0.0 % 0.0 % |
Summary of Restricted Stock Unit Activity | The summary of RSU activity and related information for the nine months ended September 30, 2022 is set forth below: Number of Units Outstanding Weighted- Outstanding, December 31, 2021 771,660 $ 7.85 RSUs granted — — RSUs vested ( 433,375 ) $ 7.82 RSUs forfeited ( 20,125 ) $ 7.12 Outstanding, September 30, 2022 318,160 $ 7.88 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss - basic and diluted $ ( 21,996 ) $ ( 14,013 ) $ ( 39,915 ) $ ( 46,186 ) Weighted-average shares used in computing net loss per share, basic and diluted 41,642,815 31,876,016 40,547,792 29,954,616 Net loss per share, basic and diluted ( 0.53 ) ( 0.44 ) ( 0.98 ) ( 1.54 ) |
Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share for the period presented because including them would have been antidilutive: As of September 30, 2022 2021 Options to purchase common stock 5,862,935 4,276,356 Unvested restricted stock awards 318,160 — Common stock warrants — 220,890 Total 6,181,095 4,497,246 |
Organization and Nature of the
Organization and Nature of the Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 12, 2021 | Feb. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Schedule Of Equity Method Investments [Line Items] | |||||
Aggregate gross proceeds | $ 0 | $ 143,754 | |||
Accumulated deficit | (208,240) | $ (168,324) | |||
Net proceeds received from offering | 43,360 | $ 0 | |||
Adicet Therapeutics [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Accumulated deficit | $ (208,200) | ||||
Initial Public Offering | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Number of common stock shares sold | 10,575,513 | 7,187,500 | |||
Issuance price per shares | $ 13 | $ 14 | |||
Underwriting discounts and commissions and other offering expenses | $ 128,800 | $ 94,200 | |||
Net proceeds received from offering | $ 15,000 | ||||
2021 Sales Agreement | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Aggregate number of shares sold | 2,611,723 | ||||
Sale of Stock, Price Per Share | $ 17.23 | ||||
Sales agent commissions and expenses | $ 43,400 | ||||
Maximum | 2021 Sales Agreement | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Aggregate gross proceeds | $ 75,000 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Goodwill | $ 19,462 | $ 19,462 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | $ 147,717 | $ 147,071 | |
Fair Value, Inputs, Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | 147,717 | 147,071 | |
Fair Value, Inputs, Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | 0 | 0 | |
Fair Value, Inputs, Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | 0 | 0 | |
Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | [1],[2] | 147,717 | 147,071 |
Money Market Funds | Fair Value, Inputs, Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | [1],[2] | 147,717 | 147,071 |
Money Market Funds | Fair Value, Inputs, Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | [1],[2] | 0 | 0 |
Money Market Funds | Fair Value, Inputs, Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | [1],[2] | $ 0 | $ 0 |
[1] Included in cash and cash equivalents in the consolidated balance sheets. Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance | $ 483 | $ 1,884 |
Prepayments to CROs | 1,119 | 1,658 |
Prepaid maintenance | 269 | 958 |
Prepayments to CMOs | 68 | 115 |
Prepaid software subscription and licensing fees | 451 | 63 |
Interest receivable | 259 | 29 |
Other prepaid expenses and current assets | 380 | 2 |
Total prepaid expenses and other current assets | $ 3,029 | $ 4,709 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 34,525 | $ 20,969 |
Less: Accumulated depreciation and amortization | (7,693) | (6,326) |
Property and equipment, net | 26,832 | 14,643 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 6,178 | 5,502 |
Useful life (in years) | 3 years | |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 17,852 | 1,614 |
Useful life (in years) | Lesser of useful life or lease term | |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 231 | 303 |
Useful life (in years) | 3 years | |
Construction In Progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 9,764 | 13,014 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 172 | 216 |
Useful life (in years) | 3 years | |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 328 | $ 320 |
Useful life (in years) | 3 years |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 18, 2022 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation and amortization expense | $ 800 | $ 400 | $ 1,516 | $ 1,173 | |
Decrease in construction budget | 2,600 | 2,600 | |||
Consideration for construction | $ 13,800 | ||||
Leasehold improvements | $ 16,200 | $ 16,200 | |||
Increase in construction budget | $ 5,300 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities - Summary of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 4,566 | $ 4,020 |
Accrued CMO costs | 2,052 | 1,077 |
Accrued professional services | 2,368 | 546 |
Accrued other research and development expenses | 629 | 504 |
Accrued other liabilities | 181 | 503 |
Accrued CRO costs | 446 | 32 |
Total accrued and other liabilities | $ 10,242 | $ 6,682 |
Term Loan - Additional Informat
Term Loan - Additional Information (Details) - $ / shares | Apr. 30, 2022 | Dec. 31, 2021 |
Class Of Warrant Or Right [Line Items] | ||
Exercise price | $ 11.32 | $ 11.3177 |
Third Party Agreements - Additi
Third Party Agreements - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jul. 31, 2019 | Jul. 29, 2016 | Jun. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2018 | Dec. 31, 2017 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Incurred costs related | $ 800 | ||||||
Licence agreement additional revenue recognised | 5,000 | ||||||
Licence agreement cumulative revenue recognised | $ 35,300 | ||||||
Regeneron Pharmaceuticals, Inc. | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Exercise Fee Paid | 20,000 | ||||||
Contingent Consideration fees | $ 20,000 | ||||||
Option exercise fee | 20,000 | ||||||
Contract Assets | 100 | ||||||
Agreement transaction price | 55,000 | ||||||
Licence agreement additional revenue recognised | 25,000 | ||||||
Research funding fee | 30,000 | ||||||
Non refundable upfront payment received | 25,000 | ||||||
Additional payment for research funding received | 30,000 | $ 20,000 | $ 5,000 | $ 5,000 | |||
License agreement termination description | twelve (12) years | ||||||
Upfront payment | $ 25,000 | 25,000 | |||||
Licence agreement cumulative revenue recognised | $ 10,000 | ||||||
Increase in estimated transaction price | $ 35,000 | ||||||
Contract liability | $ 0 | $ 10,100 | |||||
Regeneron Pharmaceuticals, Inc. | Maximum | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Licence agreement additional amount payable of option exercise fees | 80,000 | ||||||
Increase in estimated transaction price | 45,000 | ||||||
Regeneron Pharmaceuticals, Inc. | Minimum [Member] | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Increase in estimated transaction price | $ 10,000 |
Third Party Agreements - Summar
Third Party Agreements - Summary of Change in Company's Contract Liabilities (Details) - Contract Liability - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at beginning of period | $ 4,805 | $ 13,980 | |
Additions (Deductions) (1) | [1] | (4,805) | (3,892) |
Balance at end of period | $ 0 | $ 10,088 | |
[1] Deductions to contract liabilities relate to deferred revenue recognized as revenue during the reporting period. Deductions are shown net of additions that are the result of a reduction to cumulative revenue recognized as a result of a change in overall estimated costs, primarily due to an extension of time to fulfill the combined performance obligation, which was recorded as a change in estimate during the nine months ended September 30, 2021. |
License Funding and Other Agr_2
License Funding and Other Agreements - Additional Information (Details) - National Institute of Health - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
May 31, 2019 | Sep. 30, 2022 | |
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||
Grant term | 5 years | |
Grants receivable | $ 1,500 | |
Qualifying expenses | $ 0 | |
Qualifying expenses on cumulative basis | 1,300 | |
Funding Agreement | ||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||
Qualifying expenses | 0 | |
Qualifying expenses on cumulative basis | $ 1,300 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 9 Months Ended | ||
Jul. 19, 2021 USD ($) ft² | Sep. 30, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | |
Long Term Purchase Commitment [Line Items] | |||
Right-of-use asset | $ 20,991,000 | $ 20,358,000 | |
Operating Lease, Liability | 21,717,000 | ||
Short-term lease cost | 46,000 | ||
Sublease Income | 181,000 | ||
Operating lease cost | $ 1,108,000 | ||
Westport Office Park, LLC [Member] | |||
Long Term Purchase Commitment [Line Items] | |||
Increase of leased space | ft² | 12,204 | ||
Annual rent | $ 73,000 | ||
Increase in annual rent | 78,000 | ||
Right-of-use asset | 2,300,000 | ||
Operating Lease, Liability | 2,300,000 | ||
RFS OPCO LLC [Member] | |||
Long Term Purchase Commitment [Line Items] | |||
Area of Sublease | ft² | 9,501 | ||
Operating Leases, Rent Expense, Sublease Rentals | $ 3,500,000 | ||
Cash security deposit received | $ 100,000 | ||
Sublease Agreement Description | The term of the Sublease Agreement started on September 1, 2021 and ends on July 30, 2026. The aggregate base rent due to the Company under the Sublease Agreement is approximately $3.5 million which began on October 1, 2021. | ||
Boston Properties, Inc. [Member] | |||
Long Term Purchase Commitment [Line Items] | |||
Operating Lease, Liability | 2,500,000 | ||
Short-term lease cost | 300,000 | ||
Sublease Income | 500,000 | ||
Operating lease cost | $ 3,100,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Lease Costs and Other Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease cost | $ 1,108 |
Short-term lease cost | 46 |
Variable lease cost | 0 |
Sublease Income | (181) |
Lease, Cost, Total | 973 |
Operating cash flows used for lease liabilities | $ 1,571 |
Weighted-average remaining lease term - operating leases | 6 years 8 months 12 days |
Weighted-average discount rate - operating leases | 7.10% |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Sublease Income (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 164 |
2023 | 671 |
2024 | 685 |
2025 | 699 |
2026 | 416 |
Total | $ 2,635 |
Commitments and Contingencies_4
Commitments and Contingencies - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
2022 | $ 995 | |
2023 | 4,322 | |
2024 | 4,450 | |
2025 | 4,096 | |
2026 and thereafter | 13,747 | |
Total undiscounted lease payments | 27,610 | |
Less: imputed interest | 5,893 | |
Total operating lease liability | 21,717 | |
Less: current portion | 2,409 | $ 1,567 |
Operating lease liability, net of current portion | $ 19,308 | $ 19,377 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||
Apr. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | |||
Common stock, shares authorized | 150,000,000 | 150,000,000 | |
Exercise price | $ 11.32 | $ 11.3177 | |
Exercise of warrant, shares | 220,890 | ||
Net issuance shares to warrant holder | 100,731 | ||
Dividends Payable | $ 0 | ||
Common stock shares issued, par value | $ 0.0001 | $ 0.0001 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Number of Shares of Common Stock Reserved for Future Issuance (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class Of Stock [Line Items] | ||
Number of shares of common stock reserved for future issuance | 9,274,218 | 6,829,205 |
Unvested Restricted Stock Units | ||
Class Of Stock [Line Items] | ||
Number of shares of common stock reserved for future issuance | 318,160 | 771,660 |
Stock Options Available for Future Grant | ||
Class Of Stock [Line Items] | ||
Number of shares of common stock reserved for future issuance | 3,093,123 | 1,961,338 |
Options Issued and Outstanding | ||
Class Of Stock [Line Items] | ||
Number of shares of common stock reserved for future issuance | 5,862,935 | 3,875,317 |
Common Stock Warrants | ||
Class Of Stock [Line Items] | ||
Number of shares of common stock reserved for future issuance | 0 | 220,890 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Outstanding Warrants to Purchase Shares of Common Stock (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Apr. 30, 2022 | |
Liabilities and Equity [Abstract] | |||
Number of Shares of Common Stock Issuable, Outstanding, December 31, 2021 | 220,890 | ||
Number of shares of common stock issuable, Issued | 0 | ||
Number of shares of common stock issuable, Exercised | 100,731 | ||
Number of shares of common stock issuable, Forfeited | 120,159 | ||
Number of Shares of Common Stock Issuable, Outstanding, June 30, 2022 | 0 | 220,890 | |
Outstanding warrants, Weighted average exercise price | $ 11.3177 | $ 11.32 | |
Warrants outstanding and exercisable, Weighted average remaining contractual term | 4 years 7 months 28 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 4,191 | $ 2,529 | $ 12,876 | $ 8,231 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 1,745 | 796 | 5,319 | 3,209 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 2,446 | $ 1,733 | $ 7,557 | $ 5,022 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | ||
Number of Shares Underlying Outstanding Options, Beginning balance | shares | 3,875,317 | |
Number of Shares Underlying Outstanding Options, Options granted | shares | 2,219,300 | |
Number of Shares Underlying Outstanding Options, Options exercised | shares | (50,176) | |
Number of Shares Underlying Outstanding Options, Options forfeited or cancelled | shares | (181,506) | |
Number of Shares Underlying Outstanding Options, Ending balance | shares | 5,862,935 | 3,875,317 |
Number of Shares Underlying Outstanding Options exercisable | shares | 1,995,850 | |
Number of Shares Underlying Outstanding Options, Vested and expected to vest | shares | 5,862,935 | |
Weighted-Average Exercise Price, Outstanding beginning | $ / shares | $ 14.08 | |
Weighted-Average Exercise Price, Options granted | $ / shares | 14.29 | |
Weighted-Average Exercise Price, Options exercised | $ / shares | 9.35 | |
Weighted-Average Exercise Price, Options forfeited or cancelled | $ / shares | 13.08 | |
Weighted-Average Exercise Price, Outstanding ending | $ / shares | 14.23 | $ 14.08 |
Weighted-Average Exercise Price, Options exercisable | $ / shares | 14.10 | |
Weighted-Average Exercise Price, Vested and expected to vest | $ / shares | $ 14.23 | |
Weighted-Average Remaining Contract Term, Outstanding | 8 years 6 months 18 days | 8 years 10 months 6 days |
Weighted-Average Remaining Contract Term, Options exercisable | 8 years 2 months 4 days | |
Weighted-Average Remaining Contract Term, Vested and expected to vest | 8 years 6 months 18 days | |
Aggregate Intrinsic Value, Outstanding | $ | $ 5,872 | $ 13,212 |
Aggregate Intrinsic Value, Options exercisable | $ | 2,535 | |
Aggregate Intrinsic Value, Vested and expected to vest | $ | $ 5,872 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jan. 01, 2022 | Jan. 01, 2021 | Oct. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Oct. 21, 2021 | Aug. 31, 2021 | May 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Aggregate gross proceeds | $ 0 | $ 143,754 | ||||||||
RSUs granted (includes PSUs) | 2,219,300 | |||||||||
Expense related to options granted | $ 4,191 | $ 2,529 | $ 12,876 | $ 8,231 | ||||||
Weighted-Average Exercise Price, Options exercised | $ 9.35 | |||||||||
2014 and 2015 Stock Incentive Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares of common stock available for grant | 93,599 | 93,599 | ||||||||
2017 and 2018 Stock Incentive Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares of common stock available for grant | 2,594,924 | 2,594,924 | ||||||||
Number of shares reserved for issuance | 4,140,410 | 4,140,410 | ||||||||
Weighted-Average Exercise Price, Options exercised | $ 14.88 | |||||||||
2014 Stock Incentive Plan Member | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares reserved for issuance | 185,396 | 185,396 | ||||||||
Weighted-Average Exercise Price, Options exercised | $ 1.61 | |||||||||
2015 Stock Incentive Plan Member | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares reserved for issuance | 1,059,802 | 1,059,802 | ||||||||
Weighted-Average Exercise Price, Options exercised | $ 12.01 | |||||||||
2018 Employee Stock Purchase Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares reserved for issuance | 890,123 | 890,123 | ||||||||
Number of additional shares reserved for issuance | 922,144 | 524,775 | ||||||||
Number of shares available for sale under employee stock purchase plan | 0 | 16,354 | ||||||||
Inducement Grant | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares of common stock available for grant | 404,600 | 404,600 | ||||||||
Number of shares reserved for issuance | 595,400 | 362,503 | 595,400 | 362,503 | ||||||
Weighted-Average Exercise Price, Options exercised | $ 14.43 | $ 14.33 | ||||||||
Performance Restricted Stock [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
RSUs Vested | 112,000 | 336,000 | ||||||||
Number of shares of common stock available for grant | 6,410 | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
RSUs Vested | 433,375 | |||||||||
RSUs granted (includes PSUs) | 560,000 | |||||||||
Expense related to options granted | $ 300 | $ 2,000 | ||||||||
Weighted-Average Grant Date Fair Value,Vested | $ 7.82 | |||||||||
Number of shares of common stock available for grant | 560,000 | 210,750 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions to Estimate Fair Value of Stock Options Using Black-Scholes Option Pricing Model (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Dividend rate | 0% | 0% | 0% | 0% |
Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Volatility | 79.50% | 78% | 77.40% | 77.90% |
Risk free rates | 2.70% | 0.90% | 1.60% | 0.10% |
Fair value of common stock | $ 14.16 | $ 7.84 | $ 11.49 | $ 7.84 |
Expected term | 6 years | 5 years 7 months 6 days | 5 years 6 months | 10 months 24 days |
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Volatility | 80.70% | 78.20% | 80.70% | 79.80% |
Risk free rates | 4% | 1.20% | 4% | 1.20% |
Fair value of common stock | $ 16.89 | $ 8.35 | $ 19.97 | $ 16.82 |
Expected term | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Restricted Stock Unit Activity (Details) - RSUs [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding, December 31, 2021 | shares | 771,660 |
RSUs granted | shares | 0 |
RSUs Vested | shares | (433,375) |
RSUs forfeited | shares | (20,125) |
Outstanding September 30, 2022 | shares | 318,160 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-Average Grant Date Fair Value, Beginning | $ / shares | $ 7.85 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 0 |
Weighted-Average Grant Date Fair Value,Vested | $ / shares | 7.82 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 7.12 |
Weighted-Average Grant Date Fair Value, Ending | $ / shares | $ 7.88 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss - basic and diluted | $ (21,996) | $ (14,013) | $ (39,915) | $ (46,186) |
Weighted-average shares used in computing net loss per share, basic and diluted | 41,642,815 | 31,876,016 | 40,547,792 | 29,954,616 |
Weighted-average shares used in computing net income (loss) per share attributable to common shareholders, diluted | 41,642,815 | 31,876,016 | 40,547,792 | 29,954,616 |
Net loss per share, basic | $ (0.53) | $ (0.44) | $ (0.98) | $ (1.54) |
Net loss per share, diluted | $ (0.53) | $ (0.44) | $ (0.98) | $ (1.54) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,181,095 | 4,497,246 |
Options To Purchase Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,862,935 | 4,276,356 |
Unvested Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 318,160 | 0 |
Common Stock Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 220,890 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes Disclosure [Line Items] | ||||
Income tax provision (benefit) | $ 0 | $ 11,000 | $ 0 | $ (114,000) |
COVID-19 | ||||
Income Taxes Disclosure [Line Items] | ||||
Income tax provision (benefit) | $ 0 | $ 11,000 | $ 0 | $ (100,000) |
Related Party - Additional Info
Related Party - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Redeemable convertible preferred stock | 0 | 0 | 0 | ||
Revenue—related party | $ 0 | $ 3,429 | $ 24,990 | $ 4,262 | |
Regeneron Pharmaceuticals, Inc. | |||||
Related Party Transaction [Line Items] | |||||
Revenue—related party | $ 0 | $ 25,000 | |||
Regeneron Pharmaceuticals, Inc. | Series B Convertible Preferred Stock [ Member ] | |||||
Related Party Transaction [Line Items] | |||||
Redeemable convertible preferred stock | 883,568 | 883,568 |