Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 04, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38501 | |
Entity Registrant Name | SCHOLAR ROCK HOLDING CORP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3750435 | |
Entity Address, Address Line One | 301 Binney Street, 3rd Floor | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02142 | |
City Area Code | 857 | |
Local Phone Number | 259 3860 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | SRRK | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 54,291,331 | |
Entity Central Index Key | 0001727196 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 151,280 | $ 103,275 |
Marketable securities | 124,004 | 212,086 |
Prepaid expenses and other current assets | 11,874 | 12,663 |
Total current assets | 287,158 | 328,024 |
Property and equipment, net | 6,681 | 7,384 |
Operating lease right-of-use asset | 16,731 | 18,543 |
Restricted cash | 2,498 | 2,498 |
Other long-term assets | 1,653 | 1,719 |
Total assets | 314,721 | 358,168 |
Current liabilities: | ||
Accounts payable | 3,720 | 3,994 |
Accrued expenses | 14,730 | 24,321 |
Operating lease liability | 7,637 | 7,852 |
Other current liabilities | 121 | 222 |
Total current liabilities | 26,208 | 36,389 |
Long-term portion of operating lease liability | 10,031 | 11,800 |
Long-term debt | 49,829 | 49,744 |
Total liabilities | 86,068 | 97,933 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized at March 31, 2023 and December 31, 2022; no shares issued and outstanding at March 31, 2023 and December 31, 2022 | ||
Common stock, $0.001 par value; 150,000,000 shares authorized; 51,989,359 and 51,672,579 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 52 | 52 |
Additional paid-in capital | 778,941 | 771,699 |
Accumulated other comprehensive loss | (329) | (884) |
Accumulated deficit | (550,011) | (510,632) |
Total stockholders' equity | 228,653 | 260,235 |
Total liabilities and stockholders' equity | $ 314,721 | $ 358,168 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 51,989,359 | 51,672,579 |
Common stock, shares outstanding | 51,989,359 | 51,672,579 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
Revenue | $ 33,193 | |
Operating expenses: | ||
Research and development | $ 29,735 | 29,366 |
General and administrative | 10,774 | 10,760 |
Total operating expenses | 40,509 | 40,126 |
Loss from operations | (40,509) | (6,933) |
Other income (expense), net | 1,130 | (1,017) |
Net loss | $ (39,379) | $ (7,950) |
Net loss per share, basic (in dollars per share) | $ (0.49) | $ (0.21) |
Net loss per share, diluted (in dollars per share) | $ (0.49) | $ (0.21) |
Weighted average common shares outstanding, basic (in shares) | 79,610,059 | 37,456,574 |
Weighted average common shares outstanding, diluted (in shares) | 79,610,059 | 37,456,574 |
Comprehensive loss: | ||
Net loss | $ (39,379) | $ (7,950) |
Other comprehensive loss: | ||
Unrealized gain (loss) on marketable securities | 555 | (117) |
Total other comprehensive gain (loss) | 555 | (117) |
Comprehensive loss | $ (38,824) | $ (8,067) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance at beginning at Dec. 31, 2021 | $ 35 | $ 548,204 | $ (35) | $ (376,130) | $ 172,074 |
Balance at beginning (in shares) at Dec. 31, 2021 | 35,209,099 | ||||
Increase (decrease) in Stockholders' Equity | |||||
Unrealized gain (loss) on marketable securities | (117) | (117) | |||
Exercise of stock options | 481 | 481 | |||
Exercise of stock options (in shares) | 42,129 | ||||
Issuance of common shares upon RSU vesting (in shares) | 49,595 | ||||
Equity-based compensation expense | 6,828 | 6,828 | |||
Net Loss | (7,950) | (7,950) | |||
Balance at end at Mar. 31, 2022 | $ 35 | 555,513 | (152) | (384,080) | 171,316 |
Balance at end (in shares) at Mar. 31, 2022 | 35,300,823 | ||||
Balance at beginning at Dec. 31, 2022 | $ 52 | 771,699 | (884) | (510,632) | 260,235 |
Balance at beginning (in shares) at Dec. 31, 2022 | 51,672,579 | ||||
Increase (decrease) in Stockholders' Equity | |||||
Unrealized gain (loss) on marketable securities | 555 | 555 | |||
Sale of common shares, net of issuance costs | 827 | 827 | |||
Sale of common shares, net of issuance costs (in shares) | 68,696 | ||||
Exercise of stock options | 243 | 243 | |||
Exercise of stock options (in shares) | 28,706 | ||||
Issuance of common shares upon RSU vesting (in shares) | 219,378 | ||||
Equity-based compensation expense | 6,170 | 6,170 | |||
Other | 2 | 2 | |||
Net Loss | (39,379) | (39,379) | |||
Balance at end at Mar. 31, 2023 | $ 52 | $ 778,941 | $ (329) | $ (550,011) | $ 228,653 |
Balance at end (in shares) at Mar. 31, 2023 | 51,989,359 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (39,379) | $ (7,950) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 733 | 749 |
Amortization of debt discount and debt issuance costs | 85 | 198 |
Equity-based compensation | 6,170 | 6,828 |
Amortization/accretion of investment securities | (1,363) | 139 |
Non-cash operating lease expense | 1,812 | 1,675 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 773 | (6,050) |
Other assets | 66 | (46) |
Accounts payable | (274) | (1,580) |
Accrued expenses | (9,591) | (1,579) |
Operating lease liabilities | (1,984) | (1,770) |
Deferred revenue | (33,193) | |
Other liabilities | (102) | 14 |
Net cash used in operating activities | (43,054) | (42,565) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (30) | (443) |
Proceeds from sale of property and equipment | 13 | |
Purchases of marketable securities | (80,133) | |
Maturities of marketable securities | 90,000 | 10,000 |
Net cash provided by (used in) investing activities | 89,983 | (70,576) |
Cash flows from financing activities: | ||
Proceeds from sale of common shares, net of issuance costs | 827 | |
Proceeds from stock option exercises | 247 | 481 |
Other | 2 | |
Net cash provided by financing activities | 1,076 | 481 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 48,005 | (112,660) |
Cash, cash equivalents and restricted cash, beginning of period | 105,773 | 215,333 |
Cash, cash equivalents and restricted cash, end of period | 153,778 | 102,673 |
Supplemental disclosure of non-cash items: | ||
Property and equipment purchases in accounts payable and accrued expenses | 413 | |
Supplemental cash flow information: | ||
Cash paid for interest | $ 1,491 | $ 812 |
Nature of the Business
Nature of the Business | 3 Months Ended |
Mar. 31, 2023 | |
Nature of the Business | |
Nature of the Business | 1. Nature of the Business Scholar Rock Holding Corporation (the “Company”) is a biopharmaceutical company focused on the discovery and development of innovative medicines for the treatment of serious diseases in which signaling by protein growth factors plays a fundamental role. As a global leader in transforming growth factor beta (“TGFβ”) superfamily biology, the Company’s novel understanding of the molecular mechanisms of growth factor activation enabled the development of a proprietary platform for the discovery and development of monoclonal antibodies that locally and selectively target the precursor, or latent, forms of growth factors. The Company’s first product candidate, apitegromab, is a highly selective, fully human, monoclonal antibody, with a unique mechanism of action that results in inhibition of the activation of the growth factor, myostatin, in skeletal muscle. Apitegromab is being developed as a potential first muscle-targeted therapy for the treatment of spinal muscular atrophy (“SMA”). The Company is conducting SAPPHIRE, a pivotal Phase 3 clinical trial to evaluate the efficacy and safety of apitegromab in patients with nonambulatory Type 2 and Type 3 SMA. In June 2022, the Company announced 24-month efficacy and safety extension data of apitegromab in patients with Type 2 and Type 3 SMA from the Phase 2 TOPAZ proof-of-concept clinical trial. The Company’s second product candidate, SRK-181, is being developed for the treatment of cancers that are resistant to checkpoint inhibitor (“CPI”) therapies, such as anti-PD-1 or anti-PD-L1 antibody therapies. SRK-181 is a highly selective inhibitor of the activation of latent transforming growth factor beta-1 (“TGFβ1”) that is being investigated in the Company’s Phase 1 DRAGON proof-of-concept clinical trial in patients with locally advanced or metastatic solid tumors that exhibit resistance to anti-PD-(L)1 antibodies. The DRAGON trial consists of two parts: Part A (dose escalation of SRK-181 as a single-agent or in combination with an approved anti-PD-(L)1 therapy) and Part B (dose expansion evaluating SRK-181 in combination with an approved anti-PD- (L)1 antibody therapy). Part B includes the following active cohorts: urothelial carcinoma, cutaneous melanoma, non-small cell lung cancer, clear cell renal cell carcinoma and head and neck squamous cell carcinoma. Additionally, the Company continues to create a pipeline of product candidates to deliver novel therapies to underserved patients suffering from a wide range of serious diseases, including neuromuscular disorders, cancer, fibrosis, and iron-restricted anemia. The Company was originally formed in May 2012. Its principal offices are in Cambridge, Massachusetts. Since its inception, the Company’s operations have focused on research and development of monoclonal antibodies that selectively inhibit activation of growth factors for therapeutic effect, as well as establishing the Company’s intellectual property portfolio and performing research and development activities. The Company has primarily financed its operations through various equity financings, as well as research and development collaboration agreements and the Company’s debt facility (Note 9). Revenue generation activities have been limited to two collaborations, both containing research services and the issuance of a license. The first agreement, executed in 2013, was with Janssen Biotech, Inc. (“Janssen”), a subsidiary of Johnson & Johnson and was terminated in July 2022. The second agreement, the Gilead Collaboration Agreement with Gilead Sciences, Inc. (“Gilead”), was in effect between December 2018 and January 2022. No revenues have been recorded from the sale of any commercial product. The Company is subject to a number of risks similar to other life science companies, including, but not limited to, successful discovery and development of its drug candidates, raising additional capital, development by its competitors of new technological innovations, protection of proprietary technology and regulatory approval and market acceptance of the Company’s product candidates. The Company anticipates that it will continue to incur significant operating losses for the next several years as it continues to develop its product candidates. The Company believes that its existing cash, cash equivalents, and marketable securities at March 31, 2023 will be sufficient to allow the Company to fund its current operations through at least a period of one year after the date these financial statements are issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Summary of Significant Accounting Policies The significant accounting policies used in preparation of the unaudited consolidated financial statements are described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K. There have been no material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Cash, Cash Equivalents and Restricted Cash The following table reconciles cash, cash equivalents and restricted cash per the balance sheet to the statement of cash flows (in thousands): As of March 31, 2023 2022 Cash and cash equivalents $ 151,280 $ 100,175 Restricted cash 2,498 2,498 $ 153,778 $ 102,673 Unaudited Interim Financial Information The consolidated financial statements of the Company included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The unaudited consolidated financial statements include the accounts of Scholar Rock Holding Corporation and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and judgments that may affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements and the related reporting of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and U.S. government securities. The Company believes that such funds are subject to minimal credit risk. The Company has not experienced any credit losses and does not believe it is exposed to any significant credit risk on these investments. The adoption of this standard did not have a material impact on the Company’s consolidated financial position and results of operations. Recently Issued Accounting Pronouncements The Company has reviewed all recently issued accounting pronouncements and has determined that such standards do not currently apply to its operations. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value of Financial Assets and Liabilities | |
Fair Value of Financial Assets and Liabilities | 3. Fair Value of Financial Assets and Liabilities The following tables summarize the assets and liabilities measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 (in thousands): Fair Value Measurements at March 31, 2023 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 143,573 $ 143,573 $ — $ — Marketable securities: U.S. Treasury obligations 124,004 124,004 — — Total assets $ 267,577 $ 267,577 $ — $ — Fair Value Measurements at December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 98,073 $ 98,073 $ — $ — Marketable securities: U.S. Treasury obligations 212,086 212,086 — — Total assets $ 310,159 $ 310,159 $ — $ — Cash, cash equivalents and marketable securities are Level 1 assets and include investments in money market funds and U.S. government securities that are valued using quoted market prices. Accordingly, money market funds and government funds are categorized as Level 1 as of March 31, 2023 and December 31, 2022. There were no transfers of assets between fair value measurement levels during the three months ended March 31, 2023 or 2022. The carrying amounts reflected in the balance sheets for prepaid expenses and other current assets, accounts payable, and accrued expenses approximate their fair values at March 31, 2023 and December 31, 2022, due to their short-term nature. The Company believes the terms of its debt reflect current market conditions for an instrument with similar terms and maturity, therefore the carrying value of the Company's debt approximates its fair value based on Level 3 of the fair value hierarchy. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2023 | |
Marketable Securities | |
Marketable Securities | 4. Marketable Securities The following table summarizes the Company’s investments as of March 31, 2023 (in thousands): Gross Amortized Unrealized Estimated Cost Gains Losses Fair Value Marketable securities available-for-sale: U.S. Treasury obligations $ 124,333 $ 2 $ (331) $ 124,004 Total available-for-sale securities $ 124,333 $ 2 $ (331) $ 124,004 The following table summarizes the Company’s investments as of December 31, 2022 (in thousands): Gross Amortized Unrealized Estimated Cost Gains Losses Fair Value Marketable securities available-for-sale: U.S. Treasury obligations $ 212,970 $ — $ (884) $ 212,086 Total available-for-sale securities $ 212,970 $ — $ (884) $ 212,086 The aggregate fair value of marketable securities with unrealized losses was $114.0 million and $212.1 million at March 31, 2023 and December 31, 2022, respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Expenses | |
Accrued Expenses | 5. Accrued Expenses As of March 31, 2023 and December 31, 2022, accrued expenses consist of the following (in thousands): As of March 31, December 31, 2023 2022 Accrued external research and development expense $ 7,986 $ 15,178 Accrued payroll and related expenses 4,047 6,800 Accrued professional and consulting expense 1,928 1,510 Accrued other 769 833 $ 14,730 $ 24,321 |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2023 | |
Common Stock. | |
Common Stock | 6. Common Stock The Company has had a sales agreement in place during various time periods with Jefferies LLC (“Jefferies”) with respect to an at-the-market (“ATM”) offering program. Under this program, the Company is able to offer and sell, from time to time at its sole discretion, shares of its common stock through Jefferies as its sales agent. In an ATM offering, exchange-listed companies incrementally sell newly issued shares into the secondary trading market through a designated broker-dealer at prevailing market prices. The current agreement, established in November 2022, allows for the sale of shares of common stock having an aggregate offering price of up to $100 million. As of March 31, 2023, the Company has sold 68,696 shares of common stock under the current ATM agreement, generating $0.8 million in net proceeds. On June 17, 2022, the Company entered into a securities purchase agreement relating to the issuance and sale of an aggregate of 16,326,530 shares of its common stock, pre-funded warrants to purchase 25,510,205 shares of its common stock and associated common warrants to purchase 10,459,181 shares of its common stock. The offering price per share and associated common warrant was $4.90 and the offering price per pre-funded warrant and associated common warrant is $4.8999, which equals the per share public offering price for the common shares less the $0.0001 exercise price for each such pre-funded warrant. The pre-funded warrants are exercisable at any time and only expire when exercised in full. Each common warrant has an exercise price per share of $7.35 (150% of the offering price per share of the common stock), is immediately exercisable and will expire on December 31, 2025. Gross proceeds from the transaction were $205.0 million. The offering was made pursuant to a registration statement on Form S-3. The offering closed on June 22, 2022 and the Company received $195.3 million in net proceeds, after deducting placement agent fees and offering expenses. The pre-funded warrants and warrants meet the condition for equity classification and were therefore recorded as a component of stockholders’ equity within additional paid-in capital. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Equity-Based Compensation | |
Equity-Based Compensation | 7. Equity-Based Compensation The Company recorded equity-based compensation expense related to all equity-based awards, which was allocated as follows in the consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 2022 Research and development expense $ 2,645 $ 3,407 General and administrative expense 3,525 3,421 $ 6,170 $ 6,828 The following table summarizes the Company’s unrecognized equity-based compensation expense as of March 31, 2023: As of March 31, 2023 Unrecognized Expense (in thousands) Weighted Average Remaining Period of Recognition (years) Restricted Stock Units 23,537 3.0 Stock Options 41,734 2.8 $ 65,271 Restricted Stock Units The following table summarizes the Company’s restricted stock unit activity for the current year: Weighted Average Grant Number of Units Date Fair Value Restricted stock units as of December 31, 2022 1,667,522 $ 14.17 Granted 942,241 $ 9.98 Vested (219,378) $ 24.08 Forfeited (65,039) $ 9.50 Restricted stock units as of March 31, 2023 2,325,346 $ 11.67 The total fair value of restricted stock units vested during the three months ended March 31, 2023 was $2.6 million. Stock Options The following table summarizes the Company’s stock option activity for the current year: Weighted Weighted Average Number of Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2022 6,242,784 $ 17.12 7.74 $ 5,835 Granted 1,453,616 $ 9.99 Exercised (28,706) $ 8.47 Cancelled (128,489) $ 19.02 Outstanding as of March 31, 2023 7,539,205 $ 15.74 7.64 $ 3,917 Options exercisable as of March 31, 2023 2,667,243 $ 20.08 5.47 $ 1,262 Using the Black-Scholes option pricing model, the weighted average fair value of options granted during the three months ended March 31, 2023 was $7.69. The following weighted average assumptions were used in determining the fair value of options granted in the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Risk-free interest rate 3.86 % 1.89 % Expected dividend yield 0.0 % 0.0 % Expected term (years to liquidity) 6.25 6.00 Expected volatility 90.17 % 86.73 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. Commitments and Contingencies Operating Leases 620 Memorial Facility Lease In March 2015, the Company entered into a 5-year lease of office and laboratory space for its corporate headquarters (the “Lease”) at 620 Memorial Drive in Cambridge, Massachusetts. The Lease was amended in February 2018, to add an additional space (the “Expansion Space”) at the current location and to extend the Lease term (the “Amended Lease”). The Amended Lease expires in September 2023. Annual rent payments, including the Expansion Space, increase from $1.4 million to $1.7 million over the term of the Amended Lease. Variable lease payments include the Company’s allocated share of costs incurred and expenditures made by the landlord in the operation and management of the building. On October 5, 2020, the Company entered into a Sublease Agreement (the “Sublease”) with Orna Therapeutics, Inc. (the “Subtenant”) to sublease the space covered by the Amended Lease at 620 Memorial Drive, Cambridge, Massachusetts. The Sublease term commenced on February 1, 2021 and ends on August 31, 2023, unless terminated earlier. The Sublease provides for initial annual base rent of approximately $1.9 million. The Subtenant is obligated to pay for certain costs, taxes and operating expenses, subject to certain exclusions. The Sublease is subordinate to that certain Indenture of Lease, dated March 5, 2015, by and between 620 Memorial Leasehold LLC and Scholar Rock, Inc., as amended. 301 Binney Facility Lease In November 2019, the Company entered into a lease of office and laboratory space at 301 Binney Street in Cambridge, Massachusetts to be used as its new corporate headquarters. The expiration date of the lease is in August 2025 and the Company has the option to extend the term by two years. The base rent is $6.9 million per year, subject to an annual increase of 3.5%, and the Company was subject to a free-rent period through mid-August 2020. Variable lease payments include the Company’s allocated share of costs incurred and expenditures made by the landlord in the operation and management of the building. The lease included incentives of $14.1 million in the form of an allowance for tenant improvements related to the design and build out of the space. In connection with the lease, the Company has secured a letter of credit for $2.3 million which renews automatically each year. The lease commencement date, for accounting purposes, was reached in September 2020. Other information related to the Company’s leases (excluding the Company’s sublease income of $0.7 million for the three months ended March 31, 2023) is as follows (in thousands, except lease term and discount rate): For Three Months Ended March 31, 2023 Lease Cost: Operating lease cost $ 2,169 Variable lease cost 489 Total lease cost $ 2,658 For Three Months Ended March 31, 2023 Other information: Operating cash flows used for operating leases $ 2,341 Weighted average remaining lease term 2.3 Weighted average incremental borrowing rate 7.5 % Legal Proceedings The Company, from time to time, may be party to litigation arising in the ordinary course of its business. The Company was not subject to any material legal proceedings during the three months ended March 31, 2023 and 2022. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt | |
Debt | 9. Debt On October 16, 2020 (the “Closing Date”) the Company entered into a Loan and Security Agreement with Oxford Finance LLC (“Oxford”) and Silicon Valley Bank (“SVB”) for $50.0 million (the “Loan and Security Agreement”). Tranche 1 of $25.0 million was funded on the Closing Date. The Company had an additional $25.0 million in loan proceeds available under Tranche 2 which was funded in December 2021, in conjunction with Amendment 1. The Loan and Security Agreement was to mature on May 1, 2025 and required interest-only payments through November 2022, with principal payments to commence in December 2022. Pursuant to the Loan and Security Agreement, the Company was required to maintain cash in an SVB account equal to the lesser of 100% of the Company’s consolidated cash or 105% of the dollar amount of the outstanding debt. On November 10, 2022, the Company entered into Amendment 2 to the Loan and Security Agreement (the “Amendment”) to increase the total agreement to an amount up to $100.0 million, comprised of the original $50.0 million loan which remains outstanding and two additional $25.0 million tranches. The first $25.0 million tranche is available at the Company’s discretion through December 2023 upon achievement of certain development and business performance milestones. The second $25.0 million tranche may be available upon the Company’s request, at Oxford and SVB’s discretion. The Amendment also extended the interest-only payment period for an additional 24 months through November 2024, with principal payments to commence in December 2024, or for an additional 36 months through November 2025 upon achievement of certain development and business performance milestones, with principal payments to commence in December 2025. The maturity of the loan was extended to November 2027. Effective upon the Amendment, the interest rate on the unpaid principal is the greater of the Wall Street Journal prime rate plus 4.60% or 9.35% per annum. Prepayment is permitted and may include a pre-payment fee ranging from 0% - 3% (of the principal amount being prepaid), depending on when the prepayment is made. The Company is also required to make a final payment equal to 2% of the original principal amount. In conjunction with the Amendment, the Company was required to pay $0.9 million for the accrued portion of the final payment on the previous outstanding balance. On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. Afterward, the FDIC transferred all deposits of the former Silicon Valley Bank to Silicon Valley Bridge Bank, N.A., as operated by the FDIC. On March 27, 2023, Silicon Valley Bridge Bank was closed by the Office of the Comptroller of the Currency, and the FDIC was appointed as receiver. First Citizens Bank then entered into an agreement with the FDIC to purchase out of FDIC receivership substantially all loans and certain other assets and assume all customer deposits and certain other liabilities of Silicon Valley Bridge Bank. On March 27, 2023, Silicon Valley Bridge Bank and its U.S. branches began operating as Silicon Valley Bank, a division of First Citizens Bank. |
Agreements
Agreements | 3 Months Ended |
Mar. 31, 2023 | |
Agreements | |
Agreements | 10. Agreements Collaboration with Gilead On December 19, 2018 (the “Effective Date”), the Company entered into a three-year Master Collaboration Agreement (the “Gilead Collaboration Agreement”) with Gilead to discover and develop specific inhibitors of TGFβ activation focused on the treatment of fibrotic diseases. Under the collaboration, Gilead had exclusive options to license worldwide rights to product candidates that emerge from three of the Company’s TGFβ programs (each a “Gilead Program”). Pursuant to the Gilead Collaboration Agreement, the Company was responsible for antibody discovery and preclinical research through product candidate nomination, after which, upon exercising the option for a Gilead Program, Gilead would be responsible for the program’s preclinical and clinical development and commercialization. Such option could have been exercised by Gilead at any time from the Effective Date through a date that is 90 days following the expiration of the Research Collaboration Term for a given Gilead Program (no later than March 19, 2022), or until termination of the Gilead Program, whichever is earlier (the “Option Exercise Period”). On January 6, 2022, Gilead agreed to terminate its option exercise period for all programs. Revenue associated with the research and development and license performance obligations relating to the Gilead Programs was recognized as revenue as the research and development services were provided using an input method, according to the costs that were incurred on each Gilead Program and the costs that were expected to be incurred to satisfy the performance obligation. The transfer of control occurred over time. In management’s judgment, this input method was the best measure of progress towards satisfying the performance obligation. The amounts allocated to the three material rights provided by the options (“Material Rights”) was to be deferred on the Company’s consolidated balance sheet until either exercise or termination of the respective options. In January 2022, upon Gilead’s termination of its option exercise period for all programs, |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss per Share | |
Net Loss per Share | 11. Net Loss per Share The Company calculates basic net loss per share by dividing net loss by the weighted average number of common shares outstanding, excluding restricted common stock. The weighted average number of common shares used in the basic and diluted net loss per share calculation includes the pre-funded warrants issued in connection with the Company’s November 2020 and June 2022 follow-on offerings as the pre-funded warrants are exercisable at any time for nominal cash consideration. As of March 31, 2023, no pre-funded warrants have been exercised and 27,689,692 pre-funded warrants are outstanding. The Company has generated a net loss in all periods presented, so the basic and diluted net loss per share are the same, as the inclusion of the potentially dilutive securities would be anti-dilutive. The following table sets forth the outstanding common stock equivalents, presented based on amounts outstanding at each period end, that have been excluded from the calculation of diluted net loss per share for the periods indicated because their inclusion would have been anti-dilutive: Three Months Ended March 31, 2023 2022 Restricted stock units 2,325,346 1,045,487 Stock options 7,539,205 4,567,106 Warrants 10,459,181 — 20,323,732 5,612,593 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The following table reconciles cash, cash equivalents and restricted cash per the balance sheet to the statement of cash flows (in thousands): As of March 31, 2023 2022 Cash and cash equivalents $ 151,280 $ 100,175 Restricted cash 2,498 2,498 $ 153,778 $ 102,673 |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The consolidated financial statements of the Company included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The unaudited consolidated financial statements include the accounts of Scholar Rock Holding Corporation and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and judgments that may affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements and the related reporting of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and U.S. government securities. The Company believes that such funds are subject to minimal credit risk. The Company has not experienced any credit losses and does not believe it is exposed to any significant credit risk on these investments. The adoption of this standard did not have a material impact on the Company’s consolidated financial position and results of operations. Recently Issued Accounting Pronouncements The Company has reviewed all recently issued accounting pronouncements and has determined that such standards do not currently apply to its operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of reconciles of cash, cash equivalents and restricted cash | The following table reconciles cash, cash equivalents and restricted cash per the balance sheet to the statement of cash flows (in thousands): As of March 31, 2023 2022 Cash and cash equivalents $ 151,280 $ 100,175 Restricted cash 2,498 2,498 $ 153,778 $ 102,673 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value of Financial Assets and Liabilities | |
Schedule of summary of the assets and liabilities measured at fair value on a recurring basis | The following tables summarize the assets and liabilities measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 (in thousands): Fair Value Measurements at March 31, 2023 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 143,573 $ 143,573 $ — $ — Marketable securities: U.S. Treasury obligations 124,004 124,004 — — Total assets $ 267,577 $ 267,577 $ — $ — Fair Value Measurements at December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Money market funds, included in cash and cash equivalents $ 98,073 $ 98,073 $ — $ — Marketable securities: U.S. Treasury obligations 212,086 212,086 — — Total assets $ 310,159 $ 310,159 $ — $ — |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Marketable Securities | |
Summary of investments | The following table summarizes the Company’s investments as of March 31, 2023 (in thousands): Gross Amortized Unrealized Estimated Cost Gains Losses Fair Value Marketable securities available-for-sale: U.S. Treasury obligations $ 124,333 $ 2 $ (331) $ 124,004 Total available-for-sale securities $ 124,333 $ 2 $ (331) $ 124,004 The following table summarizes the Company’s investments as of December 31, 2022 (in thousands): Gross Amortized Unrealized Estimated Cost Gains Losses Fair Value Marketable securities available-for-sale: U.S. Treasury obligations $ 212,970 $ — $ (884) $ 212,086 Total available-for-sale securities $ 212,970 $ — $ (884) $ 212,086 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Expenses | |
Summary of accrued expenses | As of March 31, 2023 and December 31, 2022, accrued expenses consist of the following (in thousands): As of March 31, December 31, 2023 2022 Accrued external research and development expense $ 7,986 $ 15,178 Accrued payroll and related expenses 4,047 6,800 Accrued professional and consulting expense 1,928 1,510 Accrued other 769 833 $ 14,730 $ 24,321 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity-Based Compensation | |
Summary of allocation of equity-based compensation | The Company recorded equity-based compensation expense related to all equity-based awards, which was allocated as follows in the consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 2022 Research and development expense $ 2,645 $ 3,407 General and administrative expense 3,525 3,421 $ 6,170 $ 6,828 |
Summary of unrecognized equity-based compensation expense | As of March 31, 2023 Unrecognized Expense (in thousands) Weighted Average Remaining Period of Recognition (years) Restricted Stock Units 23,537 3.0 Stock Options 41,734 2.8 $ 65,271 |
Summary of stock activity | Weighted Average Grant Number of Units Date Fair Value Restricted stock units as of December 31, 2022 1,667,522 $ 14.17 Granted 942,241 $ 9.98 Vested (219,378) $ 24.08 Forfeited (65,039) $ 9.50 Restricted stock units as of March 31, 2023 2,325,346 $ 11.67 |
Summary of stock option activity | Weighted Weighted Average Number of Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2022 6,242,784 $ 17.12 7.74 $ 5,835 Granted 1,453,616 $ 9.99 Exercised (28,706) $ 8.47 Cancelled (128,489) $ 19.02 Outstanding as of March 31, 2023 7,539,205 $ 15.74 7.64 $ 3,917 Options exercisable as of March 31, 2023 2,667,243 $ 20.08 5.47 $ 1,262 |
Schedule of weighted average assumptions in fair value | Three Months Ended March 31, 2023 2022 Risk-free interest rate 3.86 % 1.89 % Expected dividend yield 0.0 % 0.0 % Expected term (years to liquidity) 6.25 6.00 Expected volatility 90.17 % 86.73 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Summary of lease costs | Other information related to the Company’s leases (excluding the Company’s sublease income of $0.7 million for the three months ended March 31, 2023) is as follows (in thousands, except lease term and discount rate): For Three Months Ended March 31, 2023 Lease Cost: Operating lease cost $ 2,169 Variable lease cost 489 Total lease cost $ 2,658 For Three Months Ended March 31, 2023 Other information: Operating cash flows used for operating leases $ 2,341 Weighted average remaining lease term 2.3 Weighted average incremental borrowing rate 7.5 % |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss per Share | |
Summary of anti-dilutive securities | Three Months Ended March 31, 2023 2022 Restricted stock units 2,325,346 1,045,487 Stock options 7,539,205 4,567,106 Warrants 10,459,181 — 20,323,732 5,612,593 |
Nature of the Business (Details
Nature of the Business (Details) | 3 Months Ended |
Mar. 31, 2023 item | |
Nature of the Business | |
Number of collaborations | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Cash and cash equivalents and restricted cash | ||||
Cash and cash equivalents | $ 151,280 | $ 103,275 | $ 100,175 | |
Restricted cash | 2,498 | 2,498 | 2,498 | |
Total | $ 153,778 | $ 105,773 | $ 102,673 | $ 215,333 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Cash and cash equivalents | $ 143,573 | $ 98,073 |
Marketable securities: | ||
U.S. Treasury obligations | 124,004 | 212,086 |
Total assets | 267,577 | 310,159 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | 143,573 | 98,073 |
Marketable securities: | ||
U.S. Treasury obligations | 124,004 | 212,086 |
Total assets | $ 267,577 | $ 310,159 |
Marketable Securities - Summary
Marketable Securities - Summary of Investments (Details) $ in Thousands | Mar. 31, 2023 USD ($) security | Dec. 31, 2022 USD ($) security |
Marketable securities available-for-sale | ||
Amortized Cost | $ 124,333 | $ 212,970 |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (331) | (884) |
Estimated Fair Value | 124,004 | 212,086 |
Aggregate fair value of marketable securities with unrealized gains (losses) position for less than a year | $ 114,000 | $ 212,100 |
Number of investments in an unrealized loss position for less than a year | security | 13 | 23 |
U.S. Treasury obligations | ||
Marketable securities available-for-sale | ||
Amortized Cost | $ 124,333 | $ 212,970 |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (331) | (884) |
Estimated Fair Value | $ 124,004 | $ 212,086 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses | ||
Accrued external research and development expense | $ 7,986 | $ 15,178 |
Accrued payroll and related expenses | 4,047 | 6,800 |
Accrued professional and consulting expense | 1,928 | 1,510 |
Accrued other | 769 | 833 |
Accrued expenses | $ 14,730 | $ 24,321 |
Common Stock - (Details)
Common Stock - (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jun. 22, 2022 | Jun. 17, 2022 | Nov. 30, 2022 | Mar. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of common shares, net of issuance costs | $ 827 | |||
Sale of common shares, net of issuance costs (in shares) | 16,326,530 | |||
Proceeds from stock before issuance costs | $ 205,000 | |||
Proceeds from sale of common shares, net of issuance costs | $ 195,300 | 827 | ||
Pre-Funded Warrant | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrant to purchase | 25,510,205 | |||
Purchase price (in dollars per share) | $ 4.8999 | |||
Warrant purchase price (in dollars per share) | $ 0.0001 | |||
Common Warrant | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrant to purchase | 10,459,181 | |||
Purchase price (in dollars per share) | $ 4.90 | |||
Warrant purchase price (in dollars per share) | $ 7.35 | |||
Common stock offering price percentage | 150% | |||
ATM Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from sale of common shares, net of issuance costs | $ 800 | |||
At The Market Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of common shares, net of issuance costs (in shares) | 68,696 | |||
At The Market Offering | Maximum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of common shares, net of issuance costs | $ 100,000 |
Equity-Based Compensation - Exp
Equity-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Equity-based compensation | ||
Equity-based compensation expense | $ 6,170 | $ 6,828 |
Research and development expense | ||
Equity-based compensation | ||
Equity-based compensation expense | 2,645 | 3,407 |
General and administrative expense | ||
Equity-based compensation | ||
Equity-based compensation expense | $ 3,525 | $ 3,421 |
Equity-Based Compensation - Unr
Equity-Based Compensation - Unrecognized Expense (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Equity-based compensation | |
Unrecognized Expense | $ 65,271 |
Restricted stock units | |
Equity-based compensation | |
Unrecognized Expense | $ 23,537 |
Weighted Average Remaining Period of Recognition | 3 years |
Stock options | |
Equity-based compensation | |
Unrecognized Expense | $ 41,734 |
Weighted Average Remaining Period of Recognition | 2 years 9 months 18 days |
Equity-Based Compensation - Res
Equity-Based Compensation - Restricted stock (Details) - Restricted stock units $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Number of Shares/Units | |
Outstanding, beginning (in shares) | shares | 1,667,522 |
Granted (in shares) | shares | 942,241 |
Vested (in shares) | shares | (219,378) |
Forfeited (in shares) | shares | (65,039) |
Outstanding, end (in shares) | shares | 2,325,346 |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning (in dollars per share) | $ / shares | $ 14.17 |
Granted (in dollars per share) | $ / shares | 9.98 |
Vested (in dollars per share) | $ / shares | 24.08 |
Forfeited (in dollars per share) | $ / shares | 9.50 |
Outstanding, end (in dollars per share) | $ / shares | $ 11.67 |
Fair value of non-option awards vested | $ | $ 2.6 |
Equity-Based Compensation - Sto
Equity-Based Compensation - Stock Options (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Number of Units | ||
Outstanding, beginning (in shares) | 6,242,784 | |
Granted (in shares) | 1,453,616 | |
Exercised (in shares) | (28,706) | |
Cancelled (in shares) | (128,489) | |
Outstanding, end (in shares) | 7,539,205 | 6,242,784 |
Options exercisable, end (in shares) | 2,667,243 | |
Weighted Average Exercise Price | ||
Outstanding, beginning (in dollars per share) | $ 17.12 | |
Granted (in dollars per share) | 9.99 | |
Exercised (in dollars per share) | 8.47 | |
Cancelled (in dollars per share) | 19.02 | |
Outstanding, end (in dollars per share) | 15.74 | $ 17.12 |
Options exercisable, end (in dollars per share) | $ 20.08 | |
Stock options | ||
Weighted average remaining contractual term | 7 years 7 months 20 days | 7 years 8 months 26 days |
Weighted average remaining contractual term, exercisable | 5 years 5 months 19 days | |
Aggregate intrinsic value, beginning | $ 5,835 | |
Aggregate intrinsic value, end | 3,917 | $ 5,835 |
Aggregate intrinsic value, exercisable | $ 1,262 | |
Weighted average grant date fair value (in dollars per share) | $ 7.69 |
Equity-Based Compensation - Ass
Equity-Based Compensation - Assumptions (Details) - Stock options | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Assumptions used in determining the fair value of options | ||
Risk-free interest rate | 3.86% | 1.89% |
Expected dividend yield | 0% | 0% |
Expected term (years to liquidity) | 6 years 3 months | 6 years |
Expected volatility | 90.17% | 86.73% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Oct. 05, 2020 | Nov. 30, 2019 | Feb. 28, 2018 | Mar. 31, 2023 | Mar. 31, 2015 | |
Leased assets | |||||
Sublease income | $ 700 | ||||
Lease Cost: | |||||
Operating lease cost | 2,169 | ||||
Variable lease cost | 489 | ||||
Total lease cost | 2,658 | ||||
Operating cash flows used for operating leases | $ 2,341 | ||||
Weighted average remaining lease term | 2 years 3 months 18 days | ||||
Weighted average incremental borrowing rate | 7.50% | ||||
620 Memorial Drive, Cambridge MA | |||||
Leased assets | |||||
Term of lease | 5 years | ||||
Option to extend the term | true | ||||
Sublease annual base rent | $ 1,900 | ||||
620 Memorial Drive, Cambridge MA | Minimum | |||||
Leased assets | |||||
Rent for facility lease | $ 1,400 | ||||
620 Memorial Drive, Cambridge MA | Maximum | |||||
Leased assets | |||||
Rent for facility lease | $ 1,700 | ||||
301 Binney St, Cambridge MA | |||||
Leased assets | |||||
Option to extend the term | true | ||||
Renewal term | 2 years | ||||
Base rent | $ 6,900 | ||||
Annual upward adjustment (as a percent) | 3.50% | ||||
Incentive to lease | $ 14,100 | ||||
Letter of credit | $ 2,300 |
Debt (Details)
Debt (Details) - Loan and Security Agreement - USD ($) $ in Millions | 1 Months Ended | ||
Nov. 10, 2022 | Oct. 16, 2020 | Dec. 31, 2021 | |
Debt | |||
Line of credit maximum | $ 100 | $ 50 | |
Line of credit, outstanding | $ 50 | ||
Proceeds from credit facility | $ 25 | $ 25 | |
Interest only period | 24 months | ||
Upon achievements interest only period | 36 months | ||
Final payment fee (as a percent) | 2% | ||
Repayments of debt | $ 0.9 | ||
Percentage of dollar value of company's consolidated cash | 100% | ||
Amount of cash required in a lender's account as a percentage of outstanding obligation (as a percent) | 105% | ||
Minimum | |||
Debt | |||
Prepayment penalty (as a percent) | 0% | ||
Maximum | |||
Debt | |||
Debt instrument, effective interest rate (as a percent) | 9.35% | ||
Prepayment penalty (as a percent) | 3% | ||
Tranche One | |||
Debt | |||
Remaining borrowing capacity | $ 25 | ||
Tranche Two | |||
Debt | |||
Remaining borrowing capacity | $ 25 | ||
Wall Street Journal prime rate | |||
Debt | |||
Variable rate (as a percent) | 4.60% |
Agreements - Gilead (Details)
Agreements - Gilead (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Dec. 19, 2018 | Jan. 31, 2022 | Mar. 31, 2022 | |
Agreements | |||
Revenue earned | $ 33,193 | ||
Gilead | |||
Agreements | |||
Revenue earned | $ 33,200 | ||
Master collaboration agreement, term | 3 years |
Net Loss per Share - Antidiluti
Net Loss per Share - Antidilutive (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Anti-dilutive securities | ||
Anti-dilutive securities excluded from the calculation of net loss per share | 20,323,732 | 5,612,593 |
Restricted stock units | ||
Anti-dilutive securities | ||
Anti-dilutive securities excluded from the calculation of net loss per share | 2,325,346 | 1,045,487 |
Stock options | ||
Anti-dilutive securities | ||
Anti-dilutive securities excluded from the calculation of net loss per share | 7,539,205 | 4,567,106 |
Common Warrant | ||
Anti-dilutive securities | ||
Anti-dilutive securities excluded from the calculation of net loss per share | 10,459,181 | |
Pre-funded warrant | ||
Anti-dilutive securities | ||
Outstanding warrants | 27,689,692 |