Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 17, 2022 | Jul. 20, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | ERASCA, INC. | ||
Entity Central Index Key | 0001761918 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity File Number | 001-40602 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-1217027 | ||
Entity Address, Address Line One | 10835 Road to the Cure | ||
Entity Address, Address Line Two | Suite 140 | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92121 | ||
City Area Code | 858 | ||
Local Phone Number | 465-6511 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes | ||
Entity Common Stock, Shares Outstanding | 121,592,318 | ||
Entity Public Float | $ 1.1 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | ERAS | ||
Security Exchange Name | NASDAQ | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | San Diego, California | ||
Documents Incorporated by Reference [Text Block] | Certain sections of the Registrant’s definitive proxy statement for the 2022 annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K are incorporated by reference into Part III of this Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 360,487,000 | $ 65,376,000 |
Short-term investments | 53,988,000 | 53,325,000 |
Prepaid expenses and other current assets | 5,542,000 | 1,289,000 |
Total current assets | 420,017,000 | 119,990,000 |
Long-term Investments | 44,770,000 | |
Property and equipment, net | 15,954,000 | 1,847,000 |
Operating lease assets | 17,356,000 | 2,225,000 |
Restricted cash | 408,000 | 312,000 |
Other assets | 2,910,000 | 451,000 |
Total assets | 501,415,000 | 124,825,000 |
Current liabilities: | ||
Accounts payable | 4,677,000 | 878,000 |
Accrued expenses and other current liabilities | 21,419,000 | 11,925,000 |
Operating lease liabilities | 285,000 | 877,000 |
Total current liabilities | 26,381,000 | 13,680,000 |
Operating lease liabilities, net of current portion | 18,506,000 | 2,109,000 |
Preferred stock purchase right liability | 1,615,000 | |
Total liabilities | 44,887,000 | 17,404,000 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value; 80,000,000 shares and no shares authorized as of December 31, 2021 and 2020, respectively; no shares issued and outstanding as of December 31, 2021 and 2020 | ||
Common stock, $0.0001 par value; 800,000,000 and 147,027,681 shares authorized as of December 31, 2021 and 2020, respectively; 121,382,547 and 25,189,673 shares issued at December 31, 2021 and 2020, respectively; 119,102,505 and 21,923,173 shares outstanding at December 31, 2021 and 2020, respectively | 12,000 | 3,000 |
Additional paid-in capital | 694,844,000 | 1,413,000 |
Accumulated other comprehensive (loss) income | (162,000) | 2,000 |
Accumulated deficit | (238,166,000) | (115,402,000) |
Total stockholders' equity (deficit) | 456,528,000 | (113,984,000) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 501,415,000 | 124,825,000 |
Convertible Preferred Stock | ||
Current liabilities: | ||
Convertible preferred stock (Series A, B-1 and B-2), $0.0001 par value; no shares and 97,622,409 shares authorized as of December 31, 2021 and 2020, respectively; no shares and 69,584,682 shares issued and outstanding as of December 31, 2021 and 2020, respectively; aggregate liquidation preference of $0 and $230,924 as of December 31, 2021 and 2020, respectively | $ 221,405,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 80,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 800,000,000 | 147,027,681 |
Common stock, shares issued | 121,382,547 | 25,189,673 |
Common stock, shares outstanding | 119,102,505 | 21,923,173 |
Convertible Preferred Stock | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 0 | 97,622,409 |
Temporary equity, shares issued | 0 | 69,584,682 |
Temporary equity, shares outstanding | 0 | 69,584,682 |
Temporary equity, liquidation preference | $ 0 | $ 230,924 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 73,922 | $ 29,550 |
In-process research and development | 10,848 | 71,745 |
General and administrative | 22,616 | 7,957 |
Contribution of common stock to Erasca Foundation | 17,497 | |
Total operating expenses | 124,883 | 109,252 |
Loss from operations | (124,883) | (109,252) |
Other income (expense) | ||
Interest income | 190 | 336 |
Other income (expense), net | 314 | (102) |
Change in fair value of preferred stock purchase right liability | 1,615 | 7,358 |
Total other income (expense), net | 2,119 | 7,592 |
Net loss | $ (122,764) | $ (101,660) |
Net loss per share, basic and diluted | $ (1.85) | $ (4.83) |
Weighted-average shares of common stock used in computing net loss per share, basic and diluted | 66,290,592 | 21,037,540 |
Other comprehensive income (loss): | ||
Unrealized loss on investments, net | $ (164) | $ (9) |
Comprehensive loss | $ (122,928) | $ (101,669) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | IPO | Erasca Foundation | Convertible Preferred Stock | Common Stock | Common StockIPO | Common StockErasca Foundation | Additional Paid-in Capital | Additional Paid-in CapitalIPO | Additional Paid-in CapitalErasca Foundation | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Convertible preferred stock, beginning balance, shares at Dec. 31, 2019 | 38,103,681 | |||||||||||
Convertible preferred stock, beginning balance, value at Dec. 31, 2019 | $ 63,403 | |||||||||||
Beginning balance, shares at Dec. 31, 2019 | 22,629,158 | |||||||||||
Beginning balance at Dec. 31, 2019 | $ (13,604) | $ 3 | $ 124 | $ 11 | $ (13,742) | |||||||
Issuance of Series B-1 and B-2 convertible preferred stock for cash, shares | 27,481,001 | |||||||||||
Issuance of Series B-1 and B-2 convertible preferred stock for cash | $ 128,002 | |||||||||||
Issuance of Series B-2 convertible preferred stock in connection with asset acquisition, Shares | 4,000,000 | |||||||||||
Issuance of Series B-2 convertible preferred stock in connection with asset acquisition | $ 30,000 | |||||||||||
Exercise of stock options, shares | 3,542,113 | |||||||||||
Exercise of stock options | 170 | 170 | ||||||||||
Vesting of early exercised stock options | 322 | 322 | ||||||||||
Repurchases of early exercised stock options and restricted stock, Shares | (981,598) | |||||||||||
Stock-based compensation expense | 797 | 797 | ||||||||||
Net loss | (101,660) | (101,660) | ||||||||||
Unrealized loss on investments, net | $ (9) | (9) | ||||||||||
Convertible preferred stock, ending balance, shares at Dec. 31, 2020 | 69,584,682 | |||||||||||
Convertible preferred stock,ending balance, value at Dec. 31, 2020 | $ 221,405 | |||||||||||
Ending balance, shares at Dec. 31, 2020 | 25,189,673 | 25,189,673 | ||||||||||
Ending balance at Dec. 31, 2020 | $ (113,984) | $ 3 | 1,413 | 2 | (115,402) | |||||||
Issuance of Series B-1 and B-2 convertible preferred stock for cash, shares | 15,931,772 | |||||||||||
Issuance of Series B-1 and B-2 convertible preferred stock for cash | $ 119,393 | |||||||||||
Issuance of common stock in connection with asset acquisition, shares | 500,000 | |||||||||||
Issuance of common stock in connection with asset acquisition | 1,680 | 1,680 | ||||||||||
Issuance of common stock in connection with license agreement, shares | 944,945 | |||||||||||
Issuance of common stock in connection with license agreement | 5,488 | 5,488 | ||||||||||
Temporary Equity Stock Issued During Period Shares Conversion Of Convertible Securities | (85,516,454) | |||||||||||
Temporary Equity Stock Issued During Period Value Conversion Of Convertible Securities | $ (340,798) | |||||||||||
Conversion of convertible preferred stock into common stock upon initial public offering, shares | 71,263,685 | |||||||||||
Conversion of convertible preferred stock into common stock upon initial public offering | 340,798 | $ 7 | 340,791 | |||||||||
Issuance of common stock, net of discounts and issuance costs, Shares | 21,562,500 | 1,093,557 | ||||||||||
Issuance of common stock, net of discounts and issuance costs | $ 316,999 | $ 17,497 | $ 2 | $ 316,997 | $ 17,497 | |||||||
Disgorgement of Stockholder's Short-swing Profits. | 553 | 553 | ||||||||||
Exercise of stock options, shares | 736,200 | |||||||||||
Exercise of stock options | 335 | 335 | ||||||||||
Vesting of early exercised stock options | 692 | 692 | ||||||||||
Issuance of common stock under the Employee Stock Purchase Plan, Shares | 91,987 | |||||||||||
Issuance of common stock under the Employee Stock Purchase Plan | 1,067 | 1,067 | ||||||||||
Stock-based compensation expense | 8,331 | 8,331 | ||||||||||
Net loss | (122,764) | (122,764) | ||||||||||
Unrealized loss on investments, net | $ (164) | (164) | ||||||||||
Convertible preferred stock, ending balance, shares at Dec. 31, 2021 | 0 | |||||||||||
Ending balance, shares at Dec. 31, 2021 | 121,382,547 | 121,382,547 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 456,528 | $ 12 | $ 694,844 | $ (162) | $ (238,166) |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Preferred stock purchase right liability | $ 1,615 | |
Convertible Preferred Stock | ||
Stock issuance costs | $ 95 | 430 |
Preferred stock purchase right liability | $ 8,973 | |
Common Stock | ||
Discounts and offering costs | $ 28,001 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (122,764,000) | $ (101,660,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 829,000 | 540,000 |
Stock-based compensation expense | 8,331,000 | 797,000 |
In-process research and development expenses | 10,848,000 | 71,745,000 |
Issuance of common stock to Erasca Foundation | 17,497,000 | |
Amortization (accretion) on investments, net | 108,000 | (38,000) |
Change in fair value of preferred stock purchase right liability | (1,615,000) | (7,358,000) |
Gain on remeasurement of operating lease assets and liabilities | (539,000) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current and long-term assets | (6,711,000) | (930,000) |
Accounts payable | 1,344,000 | (380,000) |
Accrued expenses and other current liabilities | 11,859,000 | 4,693,000 |
Operating lease assets and liabilities, net | 1,213,000 | (95,000) |
Net cash used in operating activities | (79,600,000) | (32,686,000) |
Cash flows from investing activities: | ||
Purchases of investments | (105,815,000) | (99,202,000) |
Maturities of investments | 60,110,000 | 66,692,000 |
In-process research and development | (7,680,000) | (37,745,000) |
Purchases of property and equipment | (11,205,000) | (947,000) |
Net cash used in investing activities | (64,590,000) | (71,202,000) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock in initial public offering, net of discounts and issuance costs | 316,999,000 | |
Proceeds from the issuance of convertible preferred stock, net of issuance costs | 119,393,000 | 136,975,000 |
Proceeds from the exercise of stock options, net of repurchases | 1,385,000 | 3,018,000 |
Proceeds from the disgorgement of stockholder's short-swing profits | 553,000 | |
Proceeds from issuance of common stock under the Employee Stock Purchase Plan | 1,067,000 | |
Net cash provided by financing activities | 439,397,000 | 139,993,000 |
Net increase in cash, cash equivalents and restricted cash | 295,207,000 | 36,105,000 |
Cash, cash equivalents and restricted cash at beginning of the period | 65,688,000 | 29,583,000 |
Cash, cash equivalents and restricted cash at end of the period | 360,895,000 | 65,688,000 |
Supplemental disclosure of noncash investing and financing activity: | ||
Issuance of common stock to Erasca Foundation | 17,497,000 | |
Issuance of common stock in connection with asset acquisition | 1,680,000 | |
Issuance of common stock in connection with license agreement | 5,488,000 | |
Issuance of Series B-2 convertible preferred stock in connection with asset acquisition | 30,000,000 | |
Amounts accrued for purchases of property and equipment | 3,807,000 | 74,000 |
Amounts accrued for in-process research and development expenses | 4,000,000 | |
Conversion of preferred stock to common stock upon initial public offering | 340,798,000 | |
Vesting of early exercised options | 692,000 | 322,000 |
Preferred stock purchase right liability | 8,973,000 | |
Supplemental disclosure of noncash operating activities: | ||
Operating lease assets obtained in exchange for lease obligation | 17,498,000 | $ 28,000 |
Tenant improvement allowance included in operating lease liabilities | 16,774,000 | |
Reduction in operating lease assets due to lease amendment | $ 1,271,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1. Organization and basis of presentation Organization and nature of operations Erasca, Inc. (Erasca or the Company) is a clinical-stage precision oncology company singularly focused on discovering, developing, and commercializing therapies for RAS/MAPK pathway-driven cancers. The Company has assembled a wholly-owned or controlled RAS/MAPK pathway-focused pipeline comprising 11 modality-agnostic programs aligned with its three therapeutic strategies of: (i) targeting key upstream and downstream signaling nodes in the RAS/MAPK pathway; (ii) targeting RAS directly; and (iii) targeting escape routes that emerge in response to treatment. The Company was incorporated under the laws of the State of Delaware on July 2, 2018, as Erasca, Inc., and is headquartered in San Diego, California. In September 2020, the Company established a wholly-owned Australian subsidiary, Erasca Australia Pty Ltd (Erasca Australia), in order to conduct clinical activities in Australia for its development candidates. In November 2020, the Company entered into an agreement and plan of merger with Asana BioSciences, LLC (Asana) and ASN Product Development, Inc. (ASN) (the Asana Merger Agreement), pursuant to which ASN became the Company's wholly-owned subsidiary. In March 2021, the Company established a wholly-owned subsidiary, Erasca Ventures, LLC (Erasca Ventures), to make equity investments in early-stage biotechnology companies that are aligned with the Company’s mission and strategy. Since inception, the Company has devoted substantially all of its efforts and resources to organizing and staffing the Company, business planning, raising capital, identifying, acquiring and in-licensing the Company’s product candidates, establishing its intellectual property portfolio, conducting research, preclinical studies, and clinical trials, establishing arrangements with third parties for the manufacture of its product candidates and related raw materials, and providing general and administrative support for these operations. As of December 31, 2021, the Company had $ 414.5 million in cash, cash equivalents, and short-term investments. As of December 31, 2021, the Company had an accumulated deficit of $ 238.2 million. The Company has incurred significant operating losses and negative cash flows from operations. From its inception through December 31, 2021, the Company’s financial support has primarily been provided from the sale of its convertible preferred stock and the sale of its common stock in its initial public offering (IPO). As the Company continues its expansion, it expects to use its cash, cash equivalents, and short-term investments to fund research and development, working capital, and other general corporate purposes. The Company does not expect to generate any revenues from product sales unless and until the Company successfully completes development and obtains regulatory approval for any of its product candidates, which will not be for at least the next several years, if ever. Accordingly, until such time as the Company can generate significant revenue from sales of its product candidates, if ever, the Company expects to finance its cash needs through equity offerings, debt financings, or other capital sources, including potential collaborations, licenses or other similar arrangements. However, the Company may not be able to secure additional financing or enter into such other arrangements in a timely manner or on favorable terms, if at all. The Company’s failure to raise capital or enter into such other arrangements when needed would have a negative impact on the Company’s financial condition and could force the Company to delay, limit, reduce or terminate its research and development programs or other operations, or grant rights to develop and market product candidates that the Company would otherwise prefer to develop and market itself. The Company believes its cash, cash equivalents, and short-term investments as of December 31, 2021 will be sufficient for the Company to fund operations for at least one year from the issuance date of these consolidated financial statements. Initial public offering On July 20, 2021, the Company completed its IPO in which the Company issued and sold 21,562,500 shares of its common stock, including the exercise in full by the underwriters of their option to purchase 2,812,500 shares of common stock, at a price to the public of $ 16.00 per share. Proceeds from the IPO, net of underwriting discounts and commissions of $ 24.2 million and offering costs of $ 3.8 million, were $ 317.0 million. In connection with the completion of the IPO, all outstanding shares of convertible preferred stock were converted into 71,263,685 shares of common stock. Reverse stock split On July 9, 2021, the Company effected a one-for- 1.2 reverse stock split of its issued and outstanding shares of common stock (the Reverse Stock Split). The par value and the number of authorized shares of the convertible preferred stock and common stock were not adjusted as a result of the Reverse Stock Split. All issued and outstanding common stock and the conversion prices and ratio of the convertible preferred stock have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented. Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with US generally accepted accounting principles (US GAAP). Any reference in these notes to applicable guidance is meant to refer to US GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) promulgated by the Financial Accounting Standards Board (FASB). Principles of consolidation and foreign currency transactions The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Erasca Australia, ASN, and Erasca Ventures. Erasca Australia was registered under the laws of Australia on September 1, 2020, ASN was incorporated under the laws of the State of Delaware on November 23, 2020, and Erasca Ventures was formed under the laws of the State of Delaware on March 30, 2021. All intercompany balances and transactions have been eliminated. The functional currency of the Company and its wholly-owned subsidiaries is the US dollar. Assets and liabilities that are not denominated in the functional currency are remeasured into US dollars at foreign currency exchange rates in effect at the balance sheet date except for nonmonetary assets, which are remeasured at historical foreign currency exchange rates in effect at the date of transaction. Net realized and unrealized gains and losses from foreign currency transactions and remeasurement are reported in other income (expense), in the consolidated statements of operations and comprehensive loss and were not material for all periods presented. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of significant accounting policies Use of estimates The preparation of the Company’s consolidated financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that impact the reported amounts of assets, liabilities, expenses, and the disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Accounting estimates and management judgments reflected in the consolidated financial statements include, but are not limited to, the accrual of research and development expenses, fair value of common stock, preferred stock and freestanding instruments, stock-based compensation expense, and the incremental borrowing rate for determining the operating lease asset and liability. Management evaluates its estimates on an ongoing basis. Although estimates are based on the Company’s historical experience, knowledge of current events, and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Concentration of credit risk and off-balance sheet risk Financial instruments which potentially subject the Company to significant concentration of credit risk consist of cash and cash equivalents and investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company’s investment policy includes guidelines for the quality of the related institutions and financial instruments and defines allowable investments that the Company may invest in, which the Company believes minimizes the exposure to concentration of credit risk. Cash, cash equivalents, and restricted cash Cash and cash equivalents include cash in readily available checking and savings accounts, money market funds, commercial paper, and corporate debt securities. The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. The Company had deposited cash of $ 408,000 and $ 312,000 as of December 31, 2021 and 2020, respectively, to secure a letter of credit in connection with the lease of the Company’s facilities (see Note 11). The Company has classified the restricted cash as a noncurrent asset on its consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 360,487 $ 65,376 Restricted cash 408 312 Total cash, cash equivalents and restricted cash as shown on the consolidated statements of cash flows $ 360,895 $ 65,688 Investments The Company classifies all marketable securities as available-for-sale, as the sale of such securities may be required prior to maturity. Management determines the appropriate classification of its investments in debt securities at the time of purchase. Investments with original maturities beyond three months at the date of purchase and which mature at, or less than 12 months from, the balance sheet date are classified as short-term investments. Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported as accumulated other comprehensive income (loss) until realized. The amortized cost of available-for-sale debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in interest income. The Company regularly reviews all its investments for other-than-temporary declines in fair value. The review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that the Company will be required to sell the securities before the recovery of their amortized cost basis. When the Company determines that the decline in fair value of an investment is below its accounting basis and the decline is other-than-temporary, the Company reduces the carrying value of the security it holds and records a loss for the amount of such decline. Realized gains and losses and declines in value judged to be other than temporary, if any, on available-for-sale securities are included in other income or expense. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. Fair value measurements Certain assets and liabilities are carried at fair value under US GAAP. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2—Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3—Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the respective assets, generally three to seven years . Leasehold improvements are amortized over the shorter of the estimated useful lives of the assets or the remaining lease term. Impairment of long-lived assets The Company continually evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company did no t recognize any impairment losses for the years ended December 31, 2021 and 2020 . Leases The Company leases real estate facilities and equipment under non-cancelable and cancelable operating leases with various expiration dates through fiscal year 2032. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. Operating leases are included in operating lease assets and in operating lease liabilities in the accompanying consolidated balance sheets. Operating lease assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate (which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease). Because the Company’s operating leases generally do not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term. The Company’s operating lease assets are measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company elected the practical expedient which allows the Company to not allocate consideration between lease and non-lease components. Variable lease payments are recognized in the period in which the obligations for those payments are incurred. In addition, the Company elected the practical expedient such that it does not recognize lease assets or lease liabilities for leases with a term of 12 months or less of all asset classes. Operating lease expense is recognized on a straight-line basis over the lease term. Certain of the Company's real estate leases include tenant improvement allowances, which are recognized as lease incentives and amortized on a straight-line basis over the lease term as an offset to rent expense. Research and development expense Research and development expenses consist of external and internal costs associated with the Company’s research and development activities, including its discovery and research efforts and the preclinical and clinical development of its product candidates. Research and development costs are expensed as incurred. The Company’s research and development expenses include external costs, consisting of expenses incurred under arrangements with third parties, such as contract research organizations (CROs), contract manufacturing organizations (CMOs), consultants and its scientific advisors; and internal costs, consisting of employee-related expenses, including salaries, benefits, and stock-based compensation for those individuals involved in research and development efforts, the costs of laboratory supplies and acquiring, developing and manufacturing preclinical study materials, and facilities and depreciation, which include direct and allocated expenses for rent of facilities and depreciation of equipment. The Company records accruals for estimated research and development costs, comprising payments for work performed by third party contractors, laboratories, and others. Some of these contractors bill monthly based on actual services performed, while others bill periodically based upon achieving certain contractual milestones. For the latter, the Company accrues the expenses as goods or services are used or rendered. Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses until the related goods are delivered or services are performed. In-process research and development expense The Company has acquired rights as part of asset acquisitions or in-licenses to develop and commercialize product candidates. Upfront payments that relate to the acquisition of a new drug compound, as well as pre-commercial milestone payments, are immediately expensed as in-process research and development (IPR&D) in the period in which they are incurred, provided that the new drug compound did not also include processes or activities that would constitute a “business” as defined under US GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use. The Company accounts for contingent consideration payable upon achievement of certain regulatory, development or sales milestones in such asset acquisitions when the underlying contingency is probable and estimable. Milestone payments made to third parties subsequent to regulatory approval will be capitalized as intangible assets and amortized over the estimated remaining useful life of the related product. Patent costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. Deferred offering costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of proceeds generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. There were no deferred offering costs as of December 31, 2021 and 2020 . Common stock valuation Due to the absence of an active market for the Company’s common stock prior to the IPO, the Company utilized methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants’ Audit and Accounting Practice Guide: Valuation of Privately-Held Company Equity Securities Issued as Compensation to estimate the fair value of its common stock. In determining the exercise prices for options granted, the Company has considered the fair value of the common stock as of the grant date. Prior to the IPO, the fair value of the common stock was determined based upon a variety of factors, including valuations of the Company’s common stock performed with the assistance of independent third-party valuation specialists; the Company’s stage of development and business strategy, including the status of research and development efforts of its product candidates, and the material risks related to its business and industry; the Company’s business conditions and projections; the Company’s results of operations and financial position, including its levels of available capital resources; the valuation of publicly traded companies in the life sciences and biotechnology sectors, as well as recently completed mergers and acquisitions of peer companies; the lack of marketability of the Company’s common stock as a private company; the prices of the Company’s convertible preferred stock sold to investors in arm’s length transactions and the rights, preferences and privileges of its convertible preferred stock relative to those of its common stock; the likelihood of achieving a liquidity event for the holders of the Company’s common stock, such as an initial public offering or a sale of the Company given prevailing market conditions; trends and developments in its industry; the hiring of key personnel and the experience of management; and external market conditions affecting the life sciences and biotechnology industry sectors. Significant changes to the key assumptions underlying the factors used could result in different fair values of common stock at each valuation date. After the completion of the IPO, the fair value of each share of common stock is based on the closing price of the Company’s common stock as reported by the Nasdaq Global Select Market (Nasdaq). Stock-based compensation The Company measures employee and nonemployee stock-based awards based on the fair value on the date of grant and records compensation expense on a straight-line basis over the requisite service period of the award. The Company records the expense for stock-based awards subject to performance-based milestone vesting over the implied service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions at each reporting date. All stock-based compensation costs are recorded in the consolidated statements of operations and comprehensive loss based upon the underlying employees' or nonemployees' roles within the Company. Forfeitures are accounted for as they occur. The fair value of stock option grants and shares purchasable under the Company's 2021 Employee Stock Purchase Plan (ESPP) is estimated on the date of grant using the Black-Scholes options-pricing model, which requires inputs based on certain subjective assumptions, including the: Fair value of common stock. As there was no active market for the Company’s common stock prior to the IPO, the Company estimated the fair value of common stock on the date of grant based on the then current facts and circumstances. Risk-free interest rate. The risk-free interest rate is based on the US Treasury zero-coupon issues in effect at the time of grant for periods corresponding with the expected term of the stock-based awards. Expected volatility. Given that the Company’s common stock was privately held prior to the IPO, there was no active trading market for its common stock. The Company derived the expected volatility from the average historical volatilities over a period approximately equal to the expected term of comparable publicly traded companies within its peer group that were deemed to be representative of future stock price trends. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Expected term. The expected term represents the period that the stock-based awards are expected to be outstanding. The expected term of stock options issued is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term. Expected dividend yield. The Company has never paid dividends on its common stock and does not anticipate paying any dividends in the foreseeable future. Therefore, the Company used an expected dividend yield of zero . The fair value of each restricted common stock award is estimated on the date of grant based on the fair value of the Company’s common stock on that same date. Classification and accretion of convertible preferred stock The Company’s convertible preferred stock was classified outside of stockholders’ equity (deficit) on the consolidated balance sheets because the holders of such shares had liquidation rights in the event of a deemed liquidation that, in certain situations, was not solely within the control of the Company and would require the redemption of the then-outstanding convertible preferred stock. The convertible preferred stock was not redeemable, except in the event of a deemed liquidation. Because the occurrence of a deemed liquidation event was not probable, the carrying values of the convertible preferred stock were not being accreted to their redemption values. Subsequent adjustments to the carrying values of the convertible preferred stock would have been made only when a deemed liquidation event became probable. Preferred stock purchase right liabilities The Company had entered into convertible preferred stock financings where, in addition to the initial closing, investors agreed to buy, and the Company agreed to sell, additional shares of that convertible preferred stock at a fixed price in the event that certain conditions were met or agreed upon milestones were achieved. The Company evaluated this purchase right and assessed whether it met the definition of a freestanding instrument and, if so, determined the fair value of the purchase right liability and recorded it on the balance sheet with the remainder of the proceeds raised allocated to convertible preferred stock. The preferred stock purchase right liability was revalued at each reporting period with changes in the fair value of the liability recorded as change in fair value of preferred stock purchase right liability in the consolidated statements of operations and comprehensive loss. The preferred stock purchase right liability was revalued at settlement and the resultant fair value, if any, was then reclassified to convertible preferred stock at that time. Income taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. As of December 31, 2021 , the Company’s tax years since inception are subject to examination by taxing authorities due to the Company’s unutilized net operating losses and tax credits. Comprehensive income (loss) The Company reports all components of comprehensive income (loss), including net loss, in the consolidated financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on investments. Other comprehensive income (loss) includes unrealized gains and losses on investments, which was the only difference between net loss and comprehensive loss for the applicable periods. Net loss per share The Company’s net loss is equivalent to net loss attributable to common stockholders for all periods presented. Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the convertible preferred stock (prior to the IPO), options to purchase common stock, shares purchasable under the ESPP and common stock subject to repurchase related to unvested restricted stock and options early exercised are considered to be potentially dilutive securities. Basic and diluted net loss per share is presented in conformity with the two-class method required for participating securities as the convertible preferred stock is considered a participating security because it participates in dividends with common stock. The Company also considers the shares issued upon the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Segments The Company has determined that its chief executive officer is the chief operating decision maker (CODM). The Company operates and manages the business as one reporting and one operating segment, which is the business of discovering and developing precision medicines for the benefit of patients with cancer. The Company’s CODM reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. All of the Company’s assets are located in the United States. Recently adopted accounting pronouncements In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15). The new standard will align the requirements for capitalizing implementation costs for hosting arrangements (services) with costs for internal-use software (assets). As a result, certain implementation costs incurred in hosting arrangements will be deferred and amortized. The Company adopted ASU 2018-15 on January 1, 2021 , and the adoption had an immaterial impact on its consolidated financial statements and related disclosures. Recently issued accounting pronouncements not yet adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act) and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2019-11. The standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and it establishes additional disclosure requirements related to credit risks. For available-for-sale debt securities with expected credit losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. This guidance was originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption was permitted. In November 2019, the FASB subsequently issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, whereby the effective date of this standard for smaller reporting companies was deferred to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is still permitted. The Company plans to adopt ASU 2016-13, and related updates, effective January 1, 2022, and does not anticipate it will have a material impact on its consolidated financial statements and related disclosures upon adoption. In August 2020, the FASB issued ASU 2020-06, Debt: Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (ASU 2020-06), which simplifies the accounting for convertible instruments and contracts in an entity’s own equity. This guidance is effective for the Company in its annual reporting period beginning after December 15, 2023, including interim periods within that reporting period, with early adoption permitted only as of annual reporting periods beginning after December 15, 2020. The Company plans to adopt ASU 2020-06 effective January 1, 2022 and does not anticipate it will have a material impact on the Company's consolidated financial statements and related disclosures upon adoption. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Note 3. Fair value measurements The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands): Fair value measurements as of December 31, 2021 using Quoted prices in Significant Significant active markets other unobservable December 31, for identical observable inputs 2021 assets (level 1) inputs (level 2) (level 3) Assets: Money market funds (1) $ 351,625 $ 351,625 $ — $ — US treasury securities (2) 18,097 18,097 — — Corporate debt securities (2) 2,822 — 2,822 — Commercial paper (2) 31,566 — 31,566 — Supranational debt securities (2) 1,503 — 1,503 — US treasury securities (3) 44,770 44,770 — — Total fair value of assets $ 450,383 $ 414,492 $ 35,891 $ — (1) Included as cash and cash equivalents on the consolidated balance sheets. (2) Included as short-term investments on the consolidated balance sheets. (3) Included as long-term investments on the consolidated balance sheets. As of December 31, 2021 , there were no financial liabilities measured at fair value on a recurring basis. Fair value measurements as of December 31, 2020 using Quoted prices in Significant Significant active markets other unobservable December 31, for identical observable inputs 2020 assets (level 1) inputs (level 2) (level 3) Assets: Money market funds (1) $ 57,238 $ 57,238 $ — $ — Commercial paper (1) 900 — 900 — US treasury securities (2) 38,492 38,492 — — Corporate debt securities (2) 3,793 — 3,793 — Commercial paper (2) 11,040 — 11,040 — Total fair value of assets $ 111,463 $ 95,730 $ 15,733 $ — Liabilities: Preferred stock purchase right liability 1,615 — — 1,615 Total fair value of liabilities $ 1,615 $ — $ — $ 1,615 (1) Included as cash and cash equivalents on the consolidated balance sheets. (2) Included as short-term investments on the consolidated balance sheets. The carrying amounts of the Company’s financial instruments, including cash, prepaid and other current assets, accounts payable, and accrued expenses and other current liabilities, approximate fair value due to their short maturities. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. There are uncertainties on the fair value measurement of the instrument classified under Level 3 due to the use of unobservable inputs and interrelationships between these unobservable inputs, which could result in higher or lower fair value measurements. Cash equivalents consist of money market funds and commercial paper, and short-term investments consist of US treasury securities, corporate debt securities, commercial paper and supranational debt securities. The Company obtains pricing information from its investment manager and generally determines the fair value of investment securities using standard observable inputs, including reported trades, broker/dealer quotes, and bid and/or offers. Preferred stock purchase right liability As of December 31, 2020, the quantitative elements associated with the Company’s Level 3 inputs impacting the fair value measurement of the preferred stock purchase right liability included the fair value per share of the underlying Series B-1 Preferred Stock, the expected term of the purchase right liability, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying preferred stock. The most significant assumption in the Black-Scholes option-pricing model impacting the fair value of the preferred stock purchase right liability was the fair value of the Company’s convertible preferred stock as of each measurement date. The Company determined the fair value per share of the underlying preferred stock by taking into consideration its most recent sales of its convertible preferred stock as well as additional factors that the Company deemed relevant. The Company lacked company-specific historical and implied volatility information of its stock. Therefore, it estimated its expected preferred stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the expected term of the purchase right liability. The risk-free interest rate was determined by reference to the US Treasury yield curve for time periods approximately equal to the expected term of the purchase right liability. The Company estimated a 0% dividend yield based on the expected dividend yield and the fact that the Company never paid or declared dividends. The change in fair value of the purchase right liability was a gain of $ 7.4 million for the year ended December 31, 2020, included in other income (expense) within the consolidated statements of operations and comprehensive loss. Upon the issuance of the shares of the Company’s Series B-2 convertible preferred stock in January 2021, the purchase right liability was revalued with the gain of $ 1.6 million recorded in change in fair value of the purchase right liability for the year ended December 31, 2021 within the consolidated statements of operations and comprehensive loss. Significant changes in the assumptions could have a material impact on the value of the preferred stock purchase right liability. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the preferred stock purchase right liability at settlement date and December 31, 2020 were as follows: January 20, 2021 (1) December 31, 2020 Fair value of underlying preferred stock $ 6.11 $ 6.11 Risk-free interest rate 0.07 % 0.08 % Expected volatility 74.4 % 71.8 % Expected term (in years) 0.00 0.08 Expected dividend yield — % — % (1) The date the purchase right liability was settled. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Note 4. Investments The following tables summarize the Company’s investments accounted for as available-for-sale securities (in thousands, except years): December 31, 2021 Maturity Amortized Unrealized Unrealized Estimated (in years) cost losses gains fair value US treasury securities 1 or less $ 18,116 $ ( 19 ) $ — 18,097 Corporate debt securities 1 or less 2,824 ( 2 ) — 2,822 Commercial paper 1 or less 31,566 — — 31,566 Supranational debt securities 1 or less 1,503 — — 1,503 US treasury securities 1 - 2 44,911 ( 141 ) 44,770 Total $ 98,920 $ ( 162 ) $ — $ 98,758 December 31, 2020 Maturity Amortized Unrealized Unrealized Estimated (in years) cost losses gains fair value US treasury securities 1 or less $ 38,489 $ — $ 3 $ 38,492 Corporate debt securities 1 or less 3,794 ( 1 ) — 3,793 Commercial paper 1 or less 11,040 — — 11,040 Total $ 53,323 $ ( 1 ) $ 3 $ 53,325 As of December 31, 2021, there were 19 av ailable-for-sale securities with an estimated fair value of $ 68.0 million i n gross unrealized loss positions. As of December 31, 2020, there were six available-for-sale securities with an estimated fair value of $ 15.8 million in gross unrealized loss positions. None had been in such position for greater than 12 months. Based on the Company’s review of its investments, the Company believes that the unrealized losses were no t other-than-temporary as of December 31, 2021 and 2020 . |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 5. Property and equipment, net Property and equipment, net consisted of the following (in thousands): December 31, December 31, 2021 2020 Construction in process $ 11,228 $ — Laboratory equipment 2,488 1,380 Furniture and fixtures 2,455 165 Leasehold improvements 795 795 Computer equipment 567 278 Software 87 70 Office equipment 61 61 Property and equipment 17,681 2,749 Less accumulated depreciation and amortization ( 1,727 ) ( 902 ) Property and equipment, net $ 15,954 $ 1,847 Depreciation and amortization expense related to property and equipment was $ 829,000 and $ 540,000 fo r the years ended December 31, 2021 and 2020 , respectively. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 6. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, December 31, 2021 2020 Accrued research and development expenses $ 9,122 $ 6,649 Accrued compensation 7,275 2,416 Unvested early exercised stock option liability 2,884 2,526 Accrued construction in process 1,272 — Accrued professional services 383 194 Other accruals 483 140 Total $ 21,419 $ 11,925 |
Asset Acquisitions
Asset Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Asset Acquisitions [Abstract] | |
Asset Acquisitions | Note 7. Asset acquisitions The following purchased assets were accounted for as asset acquisitions as substantially all of the fair value of the assets acquired were concentrated in a group of similar assets, and the acquired assets did not have outputs or employees. Because the assets had not yet received regulatory approval, the fair value attributable to these assets was recorded as in-process research and development expenses in the Company’s consolidated statements of operations and comprehensive loss. Asana BioSciences, LLC In November 2020, the Company entered into the Asana Merger Agreement, pursuant to which ASN became its wholly-owned subsidiary. Asana and ASN had previously entered into a license agreement, which was amended and restated prior to the closing of the merger transaction (the Asana License Agreement, and collectively with the Asana Merger Agreement, the Asana Agreements), pursuant to which ASN acquired an exclusive, worldwide license to certain intellectual property rights relating to inhibitors of ERK1 and ERK2 owned or controlled by Asana to develop and commercialize ERAS-007 and certain other related compounds for all applications. The Company has the right to sublicense (through multiple tiers) the licensed rights under the Asana Agreements, subject to certain conditions. The foregoing license is subject to Asana’s non-exclusive right to practice the licensed rights to research and conduct preclinical pharmacology activities with a specified combination of compounds, subject to certain specified conditions. Pursuant to the Asana License Agreement, neither Asana nor ASN can directly or indirectly exploit certain classes of competing products, subject to specified exceptions. In addition, the Company is required to use commercially reasonable efforts to develop and obtain regulatory approval for ERAS-007 in the United States, at least one major market country in Europe, and either China or Japan. Under the Asana Merger Agreement, the Company made an upfront payment of $ 20.0 million and issued 4,000,000 shares of its Series B-2 convertible preferred stock to Asana at a value of $ 7.50 per share or a total fair value of $ 30.0 million. In connection with the Company’s IPO, these shares of Series B-2 convertible preferred stock were converted into 3,333,333 shares of the Company’s common stock. The Company is obligated to make future development and regulatory milestone cash payments for a licensed product in an amount of up to $ 90.0 million. Additionally, upon achieving a development milestone related to demonstration of successful proof-of-concept in a specified clinical trial, the Company will also be required to issue 3,888,889 shares of its common stock to Asana. The Company is not obligated to pay royalties on the net sales of licensed products. The Company recorded IPR&D expense of $ 0 and $ 50.0 million during the years ended December 31, 2021 and 2020 in connection with the asset acquisition. As of December 31, 2021 and 2020 , no milestones had been accrued as the underlying contingencies were not probable or estimable. Upon the Company’s payment to Asana of all merger consideration, including upfront cash and equity payments, the equity payment related to the proof-of-concept development milestone, and all other development milestone payments, with the exception of a specific milestone that does not need to be achieved at such time and will remain subject to payment in the event that such milestone is achieved at a later time, all licensed rights will become fully paid-up, perpetual, and irrevocable. The Asana License Agreement may be terminated by either Asana or the Company in the event of an uncured material breach by the other party. Asana also has the right to terminate the Asana License Agreement if the Company fails to engage in material activities in support of clinical development and commercialization of ERAS-007 for a period of 12 consecutive months, excluding reasons outside of its reasonable control and subject to certain limitations. However, Asana’s right to terminate the Asana License Agreement for any reason ends once the Company has paid to Asana all merger consideration, or if Asana’s equity interest in the Company is publicly traded and exceeds a certain threshold value. The Company may terminate the Asana License Agreement at any time upon the provision of prior written notice to Asana. Emerge Life Sciences, Pte. Ltd. In March 2021, the Company entered into an asset purchase agreement (ELS Purchase Agreement) with Emerge Life Sciences, Pte. Ltd. (ELS) wherein it purchased all rights, title, and interest (including all patent and other intellectual property rights) to EGFR antibodies directed against the EGFR domain II (EGFR-D2) and domain III (EGFR-D3) as well as a bispecific antibody where one arm is directed against EGFR-D2 and the other is directed against EGFR-D3 (the Antibodies). Under the terms of the ELS Purchase Agreement, the Company made an upfront payment of $ 2.0 million and issued ELS 500,000 shares of the Company’s common stock at a value of $ 3.36 per share or a total fair value of $ 1.7 million. Under the ELS Purchase Agreement, ELS is committed to performing certain studies on the applicable antibodies to assist in development activities, the costs of which shall be mutually agreed upon and for which the Company will be responsible. The Company recorded IPR&D expense of $ 3.7 million and $ 0 during the years ended December 31, 2021 and 2020 in connection with the asset acquisition. Pursuant to the ELS Purchase Agreement, at any time between 12 months and 36 months after the effective date of the ELS Purchase Agreement, if the Company reasonably determines that none of the Antibodies should be taken into human clinical trials due to safety, efficacy or chemistry, manufacturing and controls (CMC) issues, then the Company has the option to select another antibody developed and solely owned by ELS that is not the subject of a license, collaboration, or option to a third party (the Option). If the Company elects to exercise the Option, then ELS will provide to the Company a list of all available antibodies that meet the aforementioned requirements, and the Company has the right to select one antibody from the list. Upon the Company’s selection of an antibody, ELS will assign it all rights, title and interest to such antibody (including patent and other intellectual property rights) subject to any pre-existing obligations or restrictions. In the event that the Company wishes to have ELS conduct any studies on such optioned antibody, then after mutual agreement as to the scope of the studies, the Company will be responsible for the cost for such studies. |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2021 | |
License Agreements [Abstract] | |
License Agreements | Note 8. License agreements NiKang Therapeutics, Inc. In February 2020, the Company entered into a license agreement (the NiKang Agreement) with NiKang Therapeutics, Inc. (NiKang) under which the Company was granted an exclusive, worldwide license to certain intellectual property rights owned or controlled by NiKang related to certain SHP2 inhibitors to develop and commercialize ERAS-601 and certain other related compounds for all applications. The Company has the right to sublicense (through multiple tiers) its rights under the NiKang Agreement, subject to certain conditions, and is required to use commercially reasonable efforts to develop and commercialize licensed products. The parties are obligated to negotiate in good faith for a certain period of time to grant NiKang the exclusive commercial distribution rights in greater China once a licensed product reaches a certain development stage. Under the NiKang Agreement, the Company made an upfront payment of $ 5.0 million to NiKang and reimbursed NiKang $ 0.4 million for certain initial manufacturing costs. In addition, the Company paid $ 7.0 million in April 2020 related to the publication of a US patent application that covered the composition of matter of ERAS-601. The Company is also obligated to pay (i) development and regulatory milestone payments in an aggregate amount of up to $ 16.0 million for the first licensed product and $ 12.0 million for a second licensed product, and (ii) commercial milestone payments in an aggregate amount of up to $ 157.0 million for the first licensed product and $ 151.0 million for a second licensed product. The Company is also obligated to: (i) pay tiered royalties on net sales of all licensed products in the mid-single digit percentages, subject to certain reductions; and (ii) equally split all net sublicensing revenues earned under sublicense agreements that the Company enters into with any third party before commencement of the first Phase I clinical trial for a licensed product. As of December 31, 2021 and 2020 , the Company had accrued $ 0 and $ 4.0 million related to a development milestone, respectively. The Company recorded IPR&D expense of $ 0 and $ 16.0 million during the years ended December 31, 2021 and 2020, respectively, related to the upfront and milestone payments. The NiKang Agreement will expire upon the last to expire royalty term, which is determined on a licensed product-by-licensed product and country-by-country basis, and is the later of (i) ten years from the date of first commercial sale, (ii) the last to expire valid claim within the licensed patent rights covering such licensed product, or (iii) the expiration of all regulatory exclusivity for the licensed product in such country. Upon expiration of the NiKang Agreement, on a licensed product-by-licensed product and country-by-country basis, the Company will have a fully paid-up, non-exclusive license to conduct research and to develop and commercialize the licensed products. The NiKang Agreement may be terminated in its entirety by NiKang in the event of the Company’s uncured material breach, which includes its failure to use commercially reasonable efforts to satisfy certain specified clinical development diligence milestones. In addition, NiKang may terminate if the Company, directly or indirectly, commences a legal action challenging the validity or enforceability of any licensed patents. Further, if the Company acquires more than 50 % of the equity or assets of a company that owns a competing small molecule that is designed to prevent the same target as set forth in the NiKang Agreement from switching to an enzymatically active state, then the Company must either divest such competing product or terminate the NiKang Agreement. The Company may terminate the NiKang Agreement at any time upon the provision of prior written notice to NiKang. Upon termination of the NiKang Agreement for any reason, all rights and licenses granted to the Company, as well as any sublicenses that the Company granted thereunder, will terminate. In addition, upon any termination (but not expiration) of the NiKang Agreement and upon NiKang’s request, the parties are obligated to meet and negotiate in good faith the terms of a license from the Company to NiKang to allow NiKang’s continued development, manufacture, and commercialization of the licensed products. Katmai Pharmaceuticals, Inc. In March 2020, the Company entered into a license agreement (the Katmai Agreement) with Katmai Pharmaceuticals, Inc. (Katmai) under which the Company was granted an exclusive, worldwide, royalty-bearing license to certain patent rights and know-how controlled by Katmai related to the development of small molecule therapeutic and diagnostic products that modulate EGFR and enable the identification, diagnosis, selection, treatment, and/or monitoring of patients for neuro-oncological applications to develop, manufacture, use, and commercialize ERAS-801 and certain other related compounds in all fields of use. The Company has the right to sublicense (through multiple tiers) its rights under the Katmai Agreement, subject to certain limitations and conditions, and is required to use commercially reasonable efforts to develop, manufacture, and commercialize licensed products and to meet certain specified development and launch milestones by certain dates. The Company is obligated to use commercially reasonable efforts to develop the licensed products first for use within the neuro-oncology field before expanding its development efforts to include other indications in the oncology field. Following the first achievement of a clinical proof-of-concept for any indication, the Company has the right to submit a non-binding offer to Katmai for (i) the purchase of all licensed patent rights, know-how, and other assets owned by Katmai that are necessary or useful for the exploitation of the licensed products or (ii) for the purchase of Katmai. Pursuant to the Katmai Agreement, neither Katmai nor the Company can directly or indirectly exploit certain specified classes of competing products. The license granted under the Katmai Agreement is subject to The Regents of the University of California’s reserved right to (i) use the licensed patent rights and know-how for educational and non-commercial research purposes, and to publish results arising therefrom, and (ii) grant licenses to the licensed know-how to third parties without notice because the licensed know-how is non-exclusively licensed to Katmai by The Regents of the University of California. Further, the license granted under the Katmai Agreement is subject to the rights of the United States government under the Bayh-Dole Act, including (i) a non-exclusive, non-transferable, irrevocable, paid-up license to practice or have practiced the invention claimed by the licensed patent rights throughout the world and (ii) the obligation that any licensed products used or sold in the United States be manufactured substantially in the United States. Under the Katmai Agreement, the Company made an upfront payment of $ 5.7 million and Katmai agreed to purchase shares of the Company’s Series B-1 convertible preferred stock and Series B-2 convertible preferred stock having an aggregate value of $ 2.7 million. In April 2020, Katmai purchased 356,000 shares of the Company’s Series B-1 convertible preferred stock for $ 1.8 million, and in January 2021, Katmai purchased 118,666 shares of the Company’s Series B-2 convertible preferred stock for $ 0.9 million. In connection with the Company's IPO, these shares of Series B-1 convertible preferred stock and Series B-2 convertible preferred stock were converted into 395,555 shares of the Company's common stock, in the aggregate. The Company is obligated to make future development and regulatory milestone payments of up to $ 26.0 million and commercial milestone payments of up to $ 101.0 million. The Company is also obligated to pay tiered royalties on net sales of each licensed product, at rates ranging from the mid- to high-single digit percentages, subject to a minimum annual royalty payment in the low six figures and certain permitted deductions. The Company recorded IPR&D expense of $ 0 and $ 5.7 million in connection with the upfront payment during the years ended December 31, 2021 and 2020, respectively. The Company’s royalty obligations and the Katmai Agreement will expire, on a licensed product-by-licensed product and country-by-country basis, on the earlier of (i) the ten-year anniversary of the expiration of all valid claims included in the licensed patents covering the composition of matter or method of use of such licensed product in such country or (ii) the twentieth anniversary of the first commercial sale of such licensed product in such country. Upon the expiration of the Katmai Agreement, the Company will have a fully paid-up and irrevocable license. The Katmai Agreement may be terminated in its entirety by either party (i) in the event of an uncured material breach by the other party or (ii) in the event the other party becomes subject to specified bankruptcy, insolvency, or similar circumstances. Provided that the Company is in full compliance with the Katmai Agreement, the Company may terminate the Katmai Agreement upon written notice to Katmai. Upon termination of the Katmai Agreement for any reason, all rights and licenses granted to the Company thereunder will terminate. Upon termination of the Katmai Agreement, the Company is obligated, among other things, to (i) grant an exclusive license to Katmai under all of the Company’s right, title and interest in all inventions and know-how developed under the Katmai Agreement existing at the time of termination that are specific to the licensed compounds or products, including without limitation all data and results related to Katmai’s exploitation and (ii) transfer to Katmai ownership and possession of all regulatory filings related to the licensed compounds and products. Unless the Katmai Agreement is terminated for the Company’s material breach, the parties will negotiate in good faith the financial terms pursuant to which the foregoing actions will be conducted, provided that the Company’s performance of such actions may not be conditioned upon the conduct or completion of such negotiations. If the parties are unable to agree upon such terms within the specified time period, then the parties will submit all unresolved matters for resolution by arbitration. LifeArc In April 2020, the Company entered into a license agreement with LifeArc (the LifeArc Agreement) under which the Company was granted an exclusive, worldwide license to certain materials, know-how, and intellectual property rights owned or controlled by LifeArc to develop, manufacture, use, and commercialize certain ULK inhibitors for all applications. The Company also has the right to sublicense (through multiple tiers) its rights under the LifeArc Agreement, subject to certain conditions. The foregoing license is subject to LifeArc’s retained non-exclusive, irrevocable, worldwide, sublicensable (to its academic collaborators), royalty-free right to use the licensed intellectual property rights within all fields of use for LifeArc’s own non-commercial, non-clinical academic research. Notwithstanding its retained rights, LifeArc will not seek to develop or undertake any other ULK1/2 therapeutic development programs either in-house or via third parties until April 2025. The Company is required to use diligent efforts to achieve certain development and regulatory milestones with respect to submission of an IND, initiation of clinical trials, submission of an NDA, and commencement of commercial sales. Under the LifeArc Agreement, the Company was granted the license at no upfront cost and a period of three months after the effective date to conduct experiments on LifeArc’s compounds. Upon completion of this initial testing period, the Company had the option to continue the license and make a one-time license payment of $ 75,000 to LifeArc, which payment was subsequently made. The Company is obligated to make future development milestone payments for a licensed product of up to $ 11.0 million and sales milestone payments of up to $ 50.0 million. The Company is also obligated to pay royalties on net sales of all licensed products, in the low-single digit percentages, subject to certain reductions. The Company recorded IPR&D expense of $ 0 and $ 75,000 for the years ended December 31, 2021 and 2020. The Company’s royalty obligations and the LifeArc Agreement will expire, on a licensed product-by-licensed product and country-by-country basis, on the later of (i) ten years from the date of first commercial sale, (ii) when there is no longer a valid patent claim covering such licensed product, or (iii) expiration of regulatory exclusivity for the licensed product in such country. Upon expiration of the LifeArc Agreement, all rights and licenses granted to the Company and under the LifeArc Agreement will continue on a fully paid-up basis. The LifeArc Agreement may be terminated in its entirety by either LifeArc or the Company in (i) the event of an uncured material breach by the other party or (ii) in the event the other party becomes subject to an order by a court of competent jurisdiction for winding-up or dissolution or similar circumstances. Further, LifeArc may terminate the LifeArc Agreement by giving written notice to the Company if (i) the Company fails to comply with its diligence obligations and fails to take remedial actions, (ii) the Company fails to agree on a mechanism to cure a persistent breach, or (iii) the Company fails to provide proof of the insurance coverage as required under the LifeArc Agreement. The Company may terminate the agreement at any time upon the provision of written notice to LifeArc. Upon termination of the LifeArc Agreement for any reason, all rights and licenses granted to the Company, as well as any sublicenses the Company granted thereunder, will terminate. In addition, upon termination of the LifeArc Agreement for any reason other than its natural expiration or termination by the Company for LifeArc’s material breach, LifeArc has an option to negotiate an exclusive, worldwide, sublicensable license to commercialize any patent rights, technical and clinical data, and any development results relating to the licensed products that are owned or controlled by the Company for the purpose of developing, manufacturing and commercializing the licensed products on terms to be negotiated between the parties. University of California, San Francisco In December 2018, the Company entered into a license agreement, as amended (the UCSF Agreement), with The Regents of the University of California, San Francisco (the Regents), under which the Company was granted an exclusive, worldwide, royalty-bearing license under certain patent rights claiming novel covalent inhibitors of GTP- and GDP-bound RAS for the development and commercialization of products covered by such patent rights for the prevention, treatment and amelioration of human cancers and other diseases and conditions. The UCSF Agreement was amended in May 2021. The Company has the right to sublicense (through multiple tiers) its rights under the UCSF Agreement, subject to certain conditions. The foregoing license is subject to various retained rights and restrictions, including (i) the Regents’ reserved right to make, use and practice the licensed patent rights and any technology relating thereto for educational and research purposes, (ii) Howard Hughes Medical Institute’s non-exclusive, fully paid-up, irrevocable worldwide license to use the licensed patent rights for research purposes, (iii) Howard Hughes Medical Institute’s statement of policy on research tools, and (iv) the obligations to the US government under the Bayh-Dole Act, including the obligation to report on the utilization of the invention covered by the licensed patent rights and a non-exclusive, non-transferable, irrevocable, paid-up license to practice or have practiced such invention throughout the world. The Company is required to use diligent efforts to proceed with the development and commercialization of licensed products including by achieving certain milestone events within the specified time periods. Under the UCSF Agreement, the Company made upfront payments of $ 50,000 to the Regents and pays the Regents an annual license maintenance fee during the term of the license, but such fee will not be due on any anniversary if, on that date, the Company is making royalty payments to the Regents. The Company is obligated to make future development and regulatory milestone payments of up to $ 6.4 million and a sales milestone payment of $ 2.0 million for either of the first two licensed products. The Company is also obligated to pay royalties on net sales of all licensed products in the low-single digit percentages, subject to a minimum annual royalty payment in the low six figures, commencing on the year of the first sale of a licensed product and continuing, on a licensed product-by-licensed product and country-by-country basis, until there are no valid claims of the licensed patent rights covering the licensed product in such country. Additionally, the Company is obligated to pay tiered sublicensing fees, with the first two tiers in the low-to-mid teen percentages and the third tier at 30 %, on certain fees the Company receives from any sublicense that the Company grants, depending on the stage of development of a licensed product when such sublicense is granted. Prior to the execution of the amendment, the Company was obligated to make a cash payment to the Regents in the event of the Company’s initial public offering, a change of control transaction or a reverse merger (the Corporate Milestone). In the amendment, the amount of the cash payment payable upon the Company’s achievement of a Corporate Milestone was reduced and the Company agreed to issue the Regents 944,945 shares of the Company’s common stock, which issuance was not contingent upon the achievement of a Corporate Milestone and occurred in May 2021. In August 2021, following the achievement of the Corporate Milestone, the Company made a cash payment to the Regents in the amount of $ 1.7 million. The Company recorded IPR&D expense of $ 7.2 million during the year ended December 31, 2021 related to the issuance of these 944,945 common stock shares and the Corporate Milestone cash payment. No IPR&D expense was recorded during the year ended December 31, 2020. The UCSF Agreement will expire upon the expiration of the last of the licensed patent rights. The UCSF Agreement may be terminated in its entirety by the Regents (i) for the Company’s uncured breach; (ii) for the Company’s bankruptcy; or (iii) if the Company challenges, directly or indirectly, the validity or enforceability of any licensed patents. Further, if the Company fails to satisfy any diligence milestones, the Regents has the right and option to either terminate the UCSF Agreement or modify the exclusive license granted thereunder to a non-exclusive license. The Company may terminate the UCSF Agreement in its entirety or on a country-by-country basis at any time upon the provision of written notice to the Regents. Upon termination of the UCSF Agreement for any reason, all rights and licenses granted to the Company thereunder will terminate. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Note 9. Stockholders’ equity (deficit) Under its Amended and Restated Certificate of Incorporation dated April 15, 2020, the Company was authorized to issue 147,027,681 shares of its common stock, par value of $ 0.0001 per share. In February 2021, the Company’s Board of Directors increased the authorized number of shares of its common stock to 156,000,000 shares. In connection with the IPO, on July 20, 2021, the Company amended and restated its certificate of incorporation to, among other things, (i) increase the number of authorized shares of common stock from 156,000,000 to 800,000,000 and (ii) authorize 80,000,000 shares of undesignated preferred stock with a par value of $ 0.0001 per share. Convertible preferred stock In 2018 and 2019, the Company issued a total of 38,103,681 shares of its Series A convertible preferred stock at $ 1.667 per share. The Company received proceeds of approximately $ 63.4 million, net of issuance costs. In April 2020, the Company entered into a Series B convertible preferred stock purchase agreement (the Series B Agreement) under which it issued 27,481,001 shares of its Series B-1 convertible preferred stock at various closing dates in 2020, for cash, at a price of $ 5.00 per share, for net proceeds of $ 137.0 million (the Series B-1 Closing). The Series B Agreement contained provisions that potentially obligated the Company to issue 13,175,191 shares of Series B-2 convertible preferred stock at $ 7.50 per share in an additional closing to certain Series B-1 Closing purchasers, upon the achievement of certain milestones as defined in the Series B Agreement, which purchase right would terminate September 30, 2022 or at certain specified events, including an initial public offering of the Company, if any (the Series B-2 Closing). In the event that a Series B-1 Closing purchaser failed to purchase all of its required shares in the subsequent Series B-2 Closing, each of the Series B-1 convertible preferred shares held by such purchaser would automatically be converted into one -tenth of a share of the Company’s common stock. The Company determined its obligation to issue additional shares of its Series B-2 convertible preferred stock in the Series B-1 Closing represented a freestanding financial instrument that required liability accounting. This freestanding preferred stock purchase right liability for the Series B-2 Closing was recorded at fair value and was remeasured at each reporting period. As of the Series B-1 Closing, the estimated fair value of the preferred stock purchase right liability was $ 9.0 million. The Company recorded any changes in the fair value of the Series B-2 convertible preferred stock purchase right liability as changes in the fair value of convertible preferred stock purchase right liability in the accompanying consolidated statements of operations and comprehensive loss, and recorded a gain of $ 7.4 million for the year ended December 31, 2020. To satisfy its obligation, in January 2021, the Company sold 13,175,191 shares of its Series B-2 convertible preferred stock and an additional 2,756,581 shares of its Series B-2 convertible preferred stock at a price of $ 7.50 per share and received aggregate net proceeds of $ 119.4 million. Also in 2020, the Company issued 4,000,000 shares of its Series B-2 convertible preferred stock at $ 7.50 per share in connection with an asset acquisition (see Note 7). Convertible preferred stock consisted of the following as of December 31, 2020 (in thousands, except share data): December 31, 2020 Preferred Preferred shares Common stock shares issued and Carrying Liquidation issuable upon authorized outstanding value preference conversion Series A preferred stock 38,103,681 38,103,681 $ 63,403 $ 63,519 31,753,064 Series B-1 preferred stock 28,741,400 27,481,001 128,002 137,405 22,900,819 Series B-2 preferred stock 30,777,328 4,000,000 30,000 30,000 3,333,333 Total 97,622,409 69,584,682 $ 221,405 $ 230,924 57,987,216 Upon the closing of the IPO in July 2021, all shares of convertible preferred stock then outstanding converted into 71,263,685 shares of common stock. There were no shares of convertible preferred stock outstanding as of December 31, 2021. Convertible preferred stock rights and preferences The rights and preferences for convertible preferred stock are detailed in the Company’s final prospectus (the Prospectus) filed with the Securities and Exchange Commission (the SEC) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the Securities Act), on July 16, 2021. Common stock The Company had 800,000,000 and 147,027,681 shares of its common stock authorized as of December 31, 2021 and 2020, respectively. The Company had 121,382,547 and 25,189,673 shares of its common stock issued and 119,102,505 and 21,923,173 shares of common stock outstanding as of December 31, 2021 and 2020, respectively. Shares of common stock subject to repurchase During 2018, the Company issued 1,458,332 shares of restricted stock for cash at a price of $ 0.0001 per share. The restricted stock vests 25 % one year from the vesting commencement date and monthly thereafter over a three-year period and is subject to repurchase by the Company in the event of any voluntary or involuntary termination of services to the Company prior to vesting. Any shares subject to repurchase by the Company are not deemed, for accounting purposes, to be outstanding until those shares vest. As of December 31, 2021 and 2020, 212,674 shares and 577,259 shares of common stock, respectively, were subject to repurchase by the Company. The unvested stock liability related to these awards is immaterial for all periods presented. For the years ended December 31, 2021 and 2020, 364,585 and 364,582 shares vested, respectively. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Note 10. Stock-based compensation In July 2021, the Company’s board of directors adopted and the Company’s stockholders approved the Company’s 2021 Incentive Award Plan (the 2021 Plan), which became effective in connection with the IPO. Upon the adoption of the 2021 Plan, the Company ceased making equity grants under its 2018 Equity Incentive Plan (the 2018 Plan). Under the 2021 Plan, the Company may grant stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock or cash-based awards to individuals who are then employees, officers, directors or non-entity consultants of the Company. A total of 15,150,000 shares of common stock were initially reserved for issuance under the 2021 Plan. In addition, the number of shares of common stock available for issuance under the 2021 Plan will be increased annually on the first day of each fiscal year during the term of the 2021 Plan, beginning with the 2022 fiscal year, by an amount equal to the lesser of (i) 5 % of the shares of common stock outstanding on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as determined by the Company’s board of directors. As of December 31, 2021, there were 14,699,430 s tock-based awards available for future grant under the 2021 Plan. Subsequent to July 2021, no further awards will be granted under the 2018 Plan and all future stock-based awards will be granted under the 2021 Plan. To the extent outstanding options granted under the 2018 Plan are cancelled, forfeited or otherwise terminated without being exercised and would otherwise have been returned to the share reserve under the 2018 Plan, the number of shares underlying such awards will be available for future grant under the 2021 Plan. Options granted are exercisable at various dates as determined upon grant and will expire no more than ten years from their date of grant. Stock options generally vest over a four-year term. The exercise price of each option shall be determined by the Company’s Board of Directors based on the estimated fair value of the Company’s stock on the date of the option grant. The exercise price shall not be less than 100 % of the fair market value of the Company’s common stock at the time the option is granted. For holders of more than 10% of the Company’s total combined voting power of all classes of stock, incentive stock options may not be granted at less than 110 % of the fair market value of the Company’s common stock on the date of grant and for a term that exceeds five years . Early exercise is permitted for certain grants under the 2018 Plan. Stock options A summary of the Company’s stock option activity under the 2021 Plan and 2018 Plan is as follows (in thousands, except share and per share data and years): Weighted- Weighted- average remaining Aggregate average contractual intrinsic Shares exercise price term (years) value Outstanding at December 31, 2020 6,541,422 $ 0.98 9.23 $ 15,571 Granted 8,320,187 5.93 Exercised ( 736,200 ) 1.88 Canceled ( 307,197 ) 2.97 Outstanding at December 31, 2021 13,818,212 $ 3.87 8.82 $ 163,264 Options exercisable at December 31, 2021 3,161,831 $ 1.63 8.29 $ 44,119 The weighted-average grant date fair value of options granted for the years ended December 31, 2021 and 2020 was $ 4.16 and $ 0.82 , respectively. As of December 31, 2021, the unrecognized compensation cost related to unvested stock option grants was $ 32.1 million and is expected to be recognized as expense over approximately 2.91 years. The intrinsic value of the options exercised for the years ended December 31, 2021 and 2020 was $ 3.1 million and $ 141,000 , respectively. Certain individuals were granted the ability to early exercise their stock options. The shares of common stock issued from the early exercise of unvested stock options are restricted and continue to vest in accordance with the original vesting schedule. The Company has the option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary termination. The shares purchased by the employees and non-employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding until those shares vest. The cash received in exchange for exercised and unvested shares related to stock options granted is recorded as a liability for the early exercise of stock options on the accompanying consolidated balance sheets and will be transferred into common stock and additional paid-in capital as the shares vest. As of December 31, 2021 and 2020, there were 1,854,427 shares and 2,131,510 sh ares subject to repurchase by the Company, respectively. As of December 31, 2021 and 2020, the Company recorde d $ 2.9 million and $ 2.5 million o f liabilities associated with shares issued with repurchase rights, respectively, which is recorded in accrued expenses and other current liabilities. In January 2019, the Company granted 250,000 options that vest based on a performance milestone. For the year ended December 31, 2021, the Company recognized $ 115,000 of stock-based compensation associated with the performance-based options as the performance milestone was determined to be probable as of March 31, 2021. As of December 31, 2020, the milestone for the performance-based options was not probable of achievement, and therefore, no compensation expense for performance-based options had been recognized. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants were as follows: Year Ended December 31, 2021 2020 Risk-free interest rate 0.59 %- 1.34 % 0.37 %- 1.22 % Expected volatility 81.93 %- 85.35 % 74.72 %- 77.81 % Expected term (in years) 6.08 6.02 - 6.25 Expected dividend yield - -% - -% Employee stock purchase plan In July 2021, the Company’s board of directors adopted and the Company’s stockholders approved the ESPP, which became effective in connection with the IPO. The ESPP permits participants to contribute up to a specified percentage of their eligible compensation during a series of offering periods of 24 months , each comprised of four six-month purchase periods, to purchase the Company’s common stock. The purchase price of the shares will be 85 % of the fair market value of the Company’s common stock on the first day of trading of the applicable offering period or on the applicable purchase date, whichever is lower. A total of 1,260,000 shares of common stock was initially reserved for issuance under the ESPP. The Company recognized $ 688,000 o f stock-based compensation expense related to the ESPP during the year ended December 31, 2021. As of December 31, 2021, the unrecognized compensation cost related to the ESPP was $ 3.7 million and is expected to be recognized as expense over approximately 1.28 years. As of December 31, 2021, $ 102,000 has been withheld on behalf of employees for future purchase under the ESPP and is included in accrued expenses and other current liabilities on the consolidated balance sheet. As of December 31, 2021 , 91,987 shares have been issued under the ESPP. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock to be purchased under the ESPP were as follows: Year Ended December 31, 2021 2020 (1) Risk-free interest rate 0.05 %- 0.64 % - -% Expected volatility 70.99 %- 91.69 % - -% Expected term (in years) 0.39 - 2.00 -- Expected dividend yield - -% - -% (1) The ESPP was not in effect until 2021 . Restricted stock The Company granted 1,795,827 shares of its restricted stock in 2018, which vest 25 % one year from the vesting commencement date and monthly thereafter over a three-year period. The weighted-average grant date fair value of restricted stock granted in 2018 was $ 0 . No shares of restricted stock were granted during the years ended December 31, 2021 and 2020. The restricted stock shares are subject to forfeiture upon the stockholders’ termination of employment or service to the Company. Any shares subject to forfeiture are not deemed, for accounting purposes, to be outstanding until those shares vest. As such, the Company recognizes the measurement date fair value of the restricted stock over the vesting period as compensation expense. As of December 31, 2021 and 2020 , 212,941 shares and 557,731 shares of common stock, respectively, were subject to forfeiture. The summary of the Company’s restricted stock activity during the year ended December 31, 2021 is as follows: Number of Weighted- restricted average stock shares grant date outstanding fair Value Nonvested at December 31, 2020 557,731 $ 0.001 Vested ( 344,790 ) 0.001 Nonvested at December 31, 2021 212,941 $ 0.001 At December 31, 2021 , the total unrecognized compensation related to unvested restricted stock awards granted was $ 0 . Stock-based compensation expense The allocation of stock-based compensation for all stock awards was as follows (in thousands): Year Ended December 31, 2021 2020 Research and development $ 4,957 $ 348 General and administrative 3,374 449 Total $ 8,331 $ 797 Common stock reserved for future issuance Common stock reserved for future issuance consisted of the following as of December 31, 2021 and 2020: December 31, December 31, 2021 2020 Conversion of preferred stock outstanding — 57,987,216 Conversion of preferred stock in future issuance (B-2) — 10,979,319 Stock options issued and outstanding 13,818,212 6,541,422 Awards available for future grant 14,699,430 2,314,746 Shares available for purchase under the ESPP 1,168,013 — Total 29,685,655 77,822,703 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 11. Leases Operating leases The Company has facility leases for office space under non-cancellable and cancelable operating leases with various expiration dates through 2032 and equipment under a non-cancellable operating lease with a term expiring in 2026 . Operating lease cost was approximately $ 2.8 million and $ 1.3 million, including variable lease costs of $ 429,000 and $ 355,000 , and short-term lease costs of $ 119,000 and $ 96,000 during the years ended December 31, 2021 and 2020, respectively. The Company paid $ 1.1 million and $ 989,000 in ca sh for operating leases that were included in the operating activities section of the consolidated statements of cash flows for the years ended December 31, 2021 and 2020, respectively. The weighted-average remaining lease term and the weighted-average discount rate of the Company’s operating leases was 9 .86 years and 6.9 % a t December 31, 2021 , respectively. The weighted-average remaining lease term and the weighted-average discount rate of the Company’s operating leases was 3.16 years and 7.8 % at December 31, 2020, respectively. The weighted-average remaining lease term does not include any renewal options at the election of the Company. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Facility leases In 2018, the Company entered into a lease agreement for approximately 11,000 square feet of office space in San Diego, California which was subsequently amended resulting in a total of 16,153 square feet of office space leased (the 2018 Lease). The amended space is accounted for as a separate lease. The 2018 Lease was again modified in November 2021 to amend the termination date from May 2024 to April 2022 . The Company remeasured the associated lease liability using the incremental borrowing rate at the date of the amendment selected on the basis of the remaining lease term and remaining lease payments and adjusted the operating lease asset accordingly, resulting in a $ 539,000 gain on remeasurement, which was recorded as other income (expense), net in the consolidated statements of operations and comprehensive loss. The 2018 Lease includes an option to holdover the lease month-to-month following the termination date and the Company plans to exercise this holdover option until it moves into its new corporate headquarters, which is anticipated to occur in the second quarter of 2022. The Company’s lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms. The Company is responsible for operating expenses over base operating expenses as defined in the original lease agreement. In September 2020, the Company entered into a lease agreement for 59,407 square feet of laboratory and office space in San Diego, California (the 2020 Lease), which represented a portion of a new facility that was under construction. The construction and design of the asset was the primary responsibility of the lessor. The Company is involved in certain aspects of construction and design for certain interior features and leasehold improvements that will be beneficial to the Company to better suit its business needs and intended purpose of the space. The lease is accounted for as an operating lease and commenced in August 2021 . The lease has an initial term of 10.5 years and includes aggregate monthly payments to the lessor of approximately $ 39.5 million beginning in January 2023 with a rent escalation clause, and a tenant improvement allowance of approximately $ 13.4 million. The lease is cancellable at the Company’s request after the 84 th month with 12 months written notice and a lump-sum cancellation payment of $ 1.9 million. As discussed in Note 2, the Company provided a letter of credit to the lessor for $ 312,000 , which expires October 31, 2031 . In March 2021, the Company entered into the first amendment to the 2020 Lease to expand the rented premises by 18,421 square feet for additional consideration of $ 96,000 per month starting in January 2023 with a rent escalation clause and to receive an additional $ 3.4 million tenant improvement allowance. The payment associated with the option to cancel the lease after the 84 th month was increased to $ 2.5 million, and the letter of credit provided to the lessor was increased to $ 408,000 . In December 2021, the Company entered into a lease agreement for 29,542 square feet of office and laboratory space in South San Francisco, California (the 2021 Lease). The lease will be accounted for as an operating lease with the associated operating lease assets and liabilities recorded upon commencement which is expected to be in July 2022 . The lease has an initial term of 124 months with an option to extend the term by 5 years and includes aggregate monthly payments to the lessor of approximately $ 34.4 million beginning in November 2022 with a rent escalation clause, and a tenant improvement allowance of approximately $ 8.2 million. The Company paid a security deposit of $ 874,000 in December 2021 which was recorded as other assets in the consolidated balance sheets. Future minimum lease payments under the operating leases with initial lease terms in excess of one year (excluding the 2021 Lease) as of December 31, 2021 are as follows (in thousands): Year ending December 31, 2022 287 2023 5,026 2024 5,177 2025 5,333 2026 5,493 Thereafter 30,568 Total lease payments $ 51,884 Less: Amount representing interest ( 16,319 ) Less: Tenant improvement allowance receivable ( 16,774 ) Operating lease liabilities $ 18,791 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and contingencies As of December 31, 2021 and 2020 , there was no litigation against the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income taxes No provision for federal, state or foreign income taxes has been recorded for the years ended December 31, 2 0 21 and 2 0 20 . The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2021 and 2020 were as follows (in thousands): December 31, December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 37,874 $ 11,341 Intangible assets 7,464 5,231 Research and development credits 4,037 657 Operating lease liabilities 4,689 745 Contribution of common stock 4,366 — Other, net 2,686 646 Total deferred tax assets 61,116 18,620 Deferred tax liabilities: Property and equipment ( 420 ) ( 293 ) Operating lease assets ( 4,330 ) ( 555 ) Total deferred tax liabilities ( 4,750 ) ( 848 ) Valuation allowance ( 56,366 ) ( 17,772 ) Net deferred tax assets $ — $ — During the year ended December 31, 2021, the Company identified an overstatement of the Company’s disclosed deferred tax assets and corresponding valuation allowance as of December 31, 2020 relating to the intangible assets arising from the Asana Merger Agreement in November 2020. The merger was a tax-free merger; therefore, the intangible assets should have had a $ 0 tax basis rather than the previously disclosed $ 12.4 million of related deferred taxes. There was no impact of this error on the consolidated balance sheets, statements of operations and comprehensive loss or cash flows as of and for the year ended December 31, 2020. Management concluded that the error was not material to any prior period consolidated financial statements and has therefore corrected the disclosure as an immaterial correction by revising the deferred tax disclosure as of December 31, 2020 and the tax rate reconciliation for the year ended December 31, 2020. The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that deferred tax assets will be realizable, the valuation allowance will be reduced. The Company has recorded a full valuation allowance of $ 56.4 million as of December 31, 2021, as it does not believe it is more likely than not that the deferred tax assets will be realized primarily due to the generation of pre-tax book losses, the lack of feasible tax-planning strategies, the limited existing taxable temporary differences, and the subj ective nature of forecasting future taxable income into the future. The Company increased its valuation allowance by $ 38.6 million during the year ended December 31, 2021. A reconciliation of the federal statutory income tax rate and the Company’s effective income tax rate is as follows: Year ended December 31, 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 6.1 1.3 Change in valuation allowance ( 31.4 ) ( 13.5 ) Fair value of purchase right liability 0.3 1.5 In-process research and development — ( 10.3 ) Other permanent differences ( 0.7 ) ( 0.1 ) Research and development credits 2.9 — State net operating loss 2.4 — Other ( 0.6 ) 0.1 Effective income tax rate — % — % At December 31, 2021, the Company had federal, Califo rnia and other state net operating loss (NOL) carryforwards of $ 135.0 million, $ 133.6 million and $ 3.1 million, respectively. The federal NOL carryforwards will carryforward indefinitely and can offset 80 % of future taxable income each year, the California NOL carryforwards begin to expire in 2038 and the other state NOL carryforwards begin to expire in 2035 . At December 31, 2021, the Company also had federal, California and Massachusetts research tax credit carryforwards of approximately $ 3.1 million, $ 2.3 million and $ 184,000 , re spectively. The federal research tax credit carryforwards begin to expire in 2038 , the California research tax credit carryforward does not expire and can be carried forward indefinitely until utilized and the Massachusetts research tax credit carryforwards begin to expire in 2036 . At December 31, 2021, the Company also had federal and California charitable contribution carryforwards of $ 17.5 million. The charitable contribution carryforwards begin to expire in 2024 . The above NOL carryforward and the research tax credit carryforwards are su bject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, as amended (IRC), and similar state provisions due to ownership change limitations that have occurred which will limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an IRC Section 382/383 analysis regarding the limitation of net operating loss and research and development credit carryforwards. If a change in ownership were to have occurred, additional NOL and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, related to the Company’s operations in the United States will not impact the Company’s effective tax rate. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100 % of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. Due to the Company’s history of net operating losses, the CARES Act did not have a material impact on the Company’s income tax provision for the years ended December 31, 2021 and 2020. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not recognition at the effective date to be recognized. A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2021 and 2020, excluding interest and penalties, is as follows (in thousands): Year ended December 31, 2021 2020 Balance at the beginning of the year $ 191 $ — Increase (decrease) related to prior year positions 156 — Increase related to current year positions 835 191 Balance at the end of the year $ 1,182 $ 191 Included in the balance of unrecognized tax benefits as of December 31, 2021 is $ 1.1 million t hat, if recognized, would reduce the Company’s annual effective tax rate, subject to valuation allowance. The Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. The Company has filed income tax returns in the United States, California and Massachusetts. The Company is not currently under examination in any of these jurisdictions, and all of the Company’s tax years remain effectively open in all jurisdictions to examination due to net operating loss carryforwards. The Company’s policy is to recognize interest expense and penalties related to income tax matters as tax expense. For the years ended December 31, 2021 and 2020 , the Company has no t recognized any interest or penalties related to income taxes. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 14. Net loss per share The following table summarizes the computation of basic and diluted net loss per share of the Company (in thousands, except share and per share data): Year Ended December 31, 2021 2020 Net loss $ ( 122,764 ) $ ( 101,660 ) Weighted-average shares of common stock used in computing net loss per share, basic and diluted 66,290,592 21,037,540 Net loss per share, basic and diluted $ ( 1.85 ) $ ( 4.83 ) The Company’s potentially dilutive securities, which include its convertible preferred stock prior to the IPO, options to purchase common stock, shares purchasable under the ESPP and common stock subject to repurchase related to unvested restricted stock and options early exercised, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2021 2020 Convertible preferred stock issued — 54,653,883 Conversion of convertible preferred stock in future issuance (B-2) — 10,979,319 Options to purchase common stock 13,818,212 6,666,515 Restricted stock subject to future vesting 425,615 1,503,303 Options early exercised subject to future vesting 1,854,427 2,686,456 Estimated shares purchasable under the ESPP 384,526 — Total potentially dilutive shares 16,482,780 76,489,476 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Note 15. Retirement plan The Company sponsors an employee savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the US Internal Revenue Code. Participating employees may defer up to the Internal Revenue Service annual contribution limit. Beginning in 2021, the Company provides a safe harbor contribution of 3.0 % of the employee’s compensation, not to exceed eligible limits. For the years ended December 31, 2021 and 2020, the Company incurre d $ 533,000 and $ 0 in expenses related to the safe harbor contribution, respectively. |
COVID-19 pandemic
COVID-19 pandemic | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
COVID-19 Pandemic | Note 16. COVID-19 pandemic The current COVID-19 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. During the years ended December 31, 2021 and 2020 , the Company has not experienced significant impact from the pandemic. The extent to which the COVID-19 pandemic will impact the Company’s business will depend on future developments that are highly uncertain and cannot be predicted at this time. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17. Related party transactions Erasca Foundation In May 2021, the Company established the Erasca Foundation to provide support such as direct research grants, hardship grants, patient advocacy, patient education in underserved populations, and funding for other initiatives to positively impact society that align with the Company’s mission. The Company's chief executive officer and certain board members serve as directors of the Erasca Foundation and the Company's chief executive officer, chief financial officer, and general counsel are also officers of the Erasca Foundation. In July 2021, the Company issued 1,093,557 shares of its common stock to the Erasca Foundation as a contribution and recorded $ 17.5 million as a contribution of common stock to the Erasca Foundation in the consolidated statements of operations and comprehensive loss. In December 2021, the Company loaned the Erasca Foundation $ 100,000 in exchange for a non-interest bearing promissory note that matures one year following the date of the note. As of December 31, 2021, $ 100,000 is recorded as a receivable in prepaid expenses and other current assets in the consolidated balance sheet. Disgorgement of stockholder's short-swing profits In August 2021, the Company received $ 553,000 related to the recovery of short-swing profits from a private investment fund affiliated with one of its board members, a related party, under Section 16(b) of the Securities Exchange Act of 1934, as amended. The Company recognized these proceeds as a capital contribution from a stockholder with an increase to additional paid-in-capital in its consolidated balance sheet and as cash provided by financing activities in its consolidated statement of cash flows. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18. Subsequent events In March 2022, Erasca Ventures invested $ 2.0 million in Affini-T Therapeutics, Inc.'s (Affini-T) preferred stock financing, which will be used to develop Affini-T’s potential best-in-class T-cell receptor (TCR) cell therapies targeting multiple oncogenic driver mutations, including KRAS G12V and KRAS G12D. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of estimates The preparation of the Company’s consolidated financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that impact the reported amounts of assets, liabilities, expenses, and the disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Accounting estimates and management judgments reflected in the consolidated financial statements include, but are not limited to, the accrual of research and development expenses, fair value of common stock, preferred stock and freestanding instruments, stock-based compensation expense, and the incremental borrowing rate for determining the operating lease asset and liability. Management evaluates its estimates on an ongoing basis. Although estimates are based on the Company’s historical experience, knowledge of current events, and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. |
Concentration of Credit Risk and Off-Balance Sheet Risk | Concentration of credit risk and off-balance sheet risk Financial instruments which potentially subject the Company to significant concentration of credit risk consist of cash and cash equivalents and investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company’s investment policy includes guidelines for the quality of the related institutions and financial instruments and defines allowable investments that the Company may invest in, which the Company believes minimizes the exposure to concentration of credit risk. |
Cash, Cash Equivalents, and Restricted Cash | Cash, cash equivalents, and restricted cash Cash and cash equivalents include cash in readily available checking and savings accounts, money market funds, commercial paper, and corporate debt securities. The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. The Company had deposited cash of $ 408,000 and $ 312,000 as of December 31, 2021 and 2020, respectively, to secure a letter of credit in connection with the lease of the Company’s facilities (see Note 11). The Company has classified the restricted cash as a noncurrent asset on its consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 360,487 $ 65,376 Restricted cash 408 312 Total cash, cash equivalents and restricted cash as shown on the consolidated statements of cash flows $ 360,895 $ 65,688 |
Investments | Investments The Company classifies all marketable securities as available-for-sale, as the sale of such securities may be required prior to maturity. Management determines the appropriate classification of its investments in debt securities at the time of purchase. Investments with original maturities beyond three months at the date of purchase and which mature at, or less than 12 months from, the balance sheet date are classified as short-term investments. Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported as accumulated other comprehensive income (loss) until realized. The amortized cost of available-for-sale debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in interest income. The Company regularly reviews all its investments for other-than-temporary declines in fair value. The review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that the Company will be required to sell the securities before the recovery of their amortized cost basis. When the Company determines that the decline in fair value of an investment is below its accounting basis and the decline is other-than-temporary, the Company reduces the carrying value of the security it holds and records a loss for the amount of such decline. Realized gains and losses and declines in value judged to be other than temporary, if any, on available-for-sale securities are included in other income or expense. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. |
Fair Value Measurements | Fair value measurements Certain assets and liabilities are carried at fair value under US GAAP. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2—Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3—Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). |
Property and Equipment, Net | Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the respective assets, generally three to seven years . Leasehold improvements are amortized over the shorter of the estimated useful lives of the assets or the remaining lease term. |
Impairment of Long-Lived Assets | Impairment of long-lived assets The Company continually evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book values of the assets exceed their fair value. The Company did no t recognize any impairment losses for the years ended December 31, 2021 and 2020 . |
Leases | Leases The Company leases real estate facilities and equipment under non-cancelable and cancelable operating leases with various expiration dates through fiscal year 2032. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. Operating leases are included in operating lease assets and in operating lease liabilities in the accompanying consolidated balance sheets. Operating lease assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate (which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease). Because the Company’s operating leases generally do not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term. The Company’s operating lease assets are measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company elected the practical expedient which allows the Company to not allocate consideration between lease and non-lease components. Variable lease payments are recognized in the period in which the obligations for those payments are incurred. In addition, the Company elected the practical expedient such that it does not recognize lease assets or lease liabilities for leases with a term of 12 months or less of all asset classes. Operating lease expense is recognized on a straight-line basis over the lease term. Certain of the Company's real estate leases include tenant improvement allowances, which are recognized as lease incentives and amortized on a straight-line basis over the lease term as an offset to rent expense. |
Research and Development Expense | Research and development expense Research and development expenses consist of external and internal costs associated with the Company’s research and development activities, including its discovery and research efforts and the preclinical and clinical development of its product candidates. Research and development costs are expensed as incurred. The Company’s research and development expenses include external costs, consisting of expenses incurred under arrangements with third parties, such as contract research organizations (CROs), contract manufacturing organizations (CMOs), consultants and its scientific advisors; and internal costs, consisting of employee-related expenses, including salaries, benefits, and stock-based compensation for those individuals involved in research and development efforts, the costs of laboratory supplies and acquiring, developing and manufacturing preclinical study materials, and facilities and depreciation, which include direct and allocated expenses for rent of facilities and depreciation of equipment. The Company records accruals for estimated research and development costs, comprising payments for work performed by third party contractors, laboratories, and others. Some of these contractors bill monthly based on actual services performed, while others bill periodically based upon achieving certain contractual milestones. For the latter, the Company accrues the expenses as goods or services are used or rendered. Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses until the related goods are delivered or services are performed. |
In-Process Research and Development Expense | In-process research and development expense The Company has acquired rights as part of asset acquisitions or in-licenses to develop and commercialize product candidates. Upfront payments that relate to the acquisition of a new drug compound, as well as pre-commercial milestone payments, are immediately expensed as in-process research and development (IPR&D) in the period in which they are incurred, provided that the new drug compound did not also include processes or activities that would constitute a “business” as defined under US GAAP, the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, has no established alternative future use. The Company accounts for contingent consideration payable upon achievement of certain regulatory, development or sales milestones in such asset acquisitions when the underlying contingency is probable and estimable. Milestone payments made to third parties subsequent to regulatory approval will be capitalized as intangible assets and amortized over the estimated remaining useful life of the related product. |
Patent Costs | Patent costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. |
Deferred Offering Costs | Deferred offering costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of proceeds generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. There were no deferred offering costs as of December 31, 2021 and 2020 . |
Common Stock Valuation | Common stock valuation Due to the absence of an active market for the Company’s common stock prior to the IPO, the Company utilized methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants’ Audit and Accounting Practice Guide: Valuation of Privately-Held Company Equity Securities Issued as Compensation to estimate the fair value of its common stock. In determining the exercise prices for options granted, the Company has considered the fair value of the common stock as of the grant date. Prior to the IPO, the fair value of the common stock was determined based upon a variety of factors, including valuations of the Company’s common stock performed with the assistance of independent third-party valuation specialists; the Company’s stage of development and business strategy, including the status of research and development efforts of its product candidates, and the material risks related to its business and industry; the Company’s business conditions and projections; the Company’s results of operations and financial position, including its levels of available capital resources; the valuation of publicly traded companies in the life sciences and biotechnology sectors, as well as recently completed mergers and acquisitions of peer companies; the lack of marketability of the Company’s common stock as a private company; the prices of the Company’s convertible preferred stock sold to investors in arm’s length transactions and the rights, preferences and privileges of its convertible preferred stock relative to those of its common stock; the likelihood of achieving a liquidity event for the holders of the Company’s common stock, such as an initial public offering or a sale of the Company given prevailing market conditions; trends and developments in its industry; the hiring of key personnel and the experience of management; and external market conditions affecting the life sciences and biotechnology industry sectors. Significant changes to the key assumptions underlying the factors used could result in different fair values of common stock at each valuation date. After the completion of the IPO, the fair value of each share of common stock is based on the closing price of the Company’s common stock as reported by the Nasdaq Global Select Market (Nasdaq). |
Share-based Compensation | Stock-based compensation The Company measures employee and nonemployee stock-based awards based on the fair value on the date of grant and records compensation expense on a straight-line basis over the requisite service period of the award. The Company records the expense for stock-based awards subject to performance-based milestone vesting over the implied service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions at each reporting date. All stock-based compensation costs are recorded in the consolidated statements of operations and comprehensive loss based upon the underlying employees' or nonemployees' roles within the Company. Forfeitures are accounted for as they occur. The fair value of stock option grants and shares purchasable under the Company's 2021 Employee Stock Purchase Plan (ESPP) is estimated on the date of grant using the Black-Scholes options-pricing model, which requires inputs based on certain subjective assumptions, including the: Fair value of common stock. As there was no active market for the Company’s common stock prior to the IPO, the Company estimated the fair value of common stock on the date of grant based on the then current facts and circumstances. Risk-free interest rate. The risk-free interest rate is based on the US Treasury zero-coupon issues in effect at the time of grant for periods corresponding with the expected term of the stock-based awards. Expected volatility. Given that the Company’s common stock was privately held prior to the IPO, there was no active trading market for its common stock. The Company derived the expected volatility from the average historical volatilities over a period approximately equal to the expected term of comparable publicly traded companies within its peer group that were deemed to be representative of future stock price trends. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Expected term. The expected term represents the period that the stock-based awards are expected to be outstanding. The expected term of stock options issued is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term. Expected dividend yield. The Company has never paid dividends on its common stock and does not anticipate paying any dividends in the foreseeable future. Therefore, the Company used an expected dividend yield of zero . The fair value of each restricted common stock award is estimated on the date of grant based on the fair value of the Company’s common stock on that same date. |
Classification and Accretion of Convertible Preferred Stock | Classification and accretion of convertible preferred stock The Company’s convertible preferred stock was classified outside of stockholders’ equity (deficit) on the consolidated balance sheets because the holders of such shares had liquidation rights in the event of a deemed liquidation that, in certain situations, was not solely within the control of the Company and would require the redemption of the then-outstanding convertible preferred stock. The convertible preferred stock was not redeemable, except in the event of a deemed liquidation. Because the occurrence of a deemed liquidation event was not probable, the carrying values of the convertible preferred stock were not being accreted to their redemption values. Subsequent adjustments to the carrying values of the convertible preferred stock would have been made only when a deemed liquidation event became probable. |
Preferred Stock Purchase Right Liabilities | Preferred stock purchase right liabilities The Company had entered into convertible preferred stock financings where, in addition to the initial closing, investors agreed to buy, and the Company agreed to sell, additional shares of that convertible preferred stock at a fixed price in the event that certain conditions were met or agreed upon milestones were achieved. The Company evaluated this purchase right and assessed whether it met the definition of a freestanding instrument and, if so, determined the fair value of the purchase right liability and recorded it on the balance sheet with the remainder of the proceeds raised allocated to convertible preferred stock. The preferred stock purchase right liability was revalued at each reporting period with changes in the fair value of the liability recorded as change in fair value of preferred stock purchase right liability in the consolidated statements of operations and comprehensive loss. The preferred stock purchase right liability was revalued at settlement and the resultant fair value, if any, was then reclassified to convertible preferred stock at that time. |
Income Taxes | Income taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. As of December 31, 2021 , the Company’s tax years since inception are subject to examination by taxing authorities due to the Company’s unutilized net operating losses and tax credits. |
Comprehensive Income (Loss) | Comprehensive income (loss) The Company reports all components of comprehensive income (loss), including net loss, in the consolidated financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on investments. Other comprehensive income (loss) includes unrealized gains and losses on investments, which was the only difference between net loss and comprehensive loss for the applicable periods. |
Net Loss Per Share | Net loss per share The Company’s net loss is equivalent to net loss attributable to common stockholders for all periods presented. Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the convertible preferred stock (prior to the IPO), options to purchase common stock, shares purchasable under the ESPP and common stock subject to repurchase related to unvested restricted stock and options early exercised are considered to be potentially dilutive securities. Basic and diluted net loss per share is presented in conformity with the two-class method required for participating securities as the convertible preferred stock is considered a participating security because it participates in dividends with common stock. The Company also considers the shares issued upon the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Segments | Segments The Company has determined that its chief executive officer is the chief operating decision maker (CODM). The Company operates and manages the business as one reporting and one operating segment, which is the business of discovering and developing precision medicines for the benefit of patients with cancer. The Company’s CODM reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. All of the Company’s assets are located in the United States. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently adopted accounting pronouncements In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15). The new standard will align the requirements for capitalizing implementation costs for hosting arrangements (services) with costs for internal-use software (assets). As a result, certain implementation costs incurred in hosting arrangements will be deferred and amortized. The Company adopted ASU 2018-15 on January 1, 2021 , and the adoption had an immaterial impact on its consolidated financial statements and related disclosures. Recently issued accounting pronouncements not yet adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act) and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2019-11. The standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and it establishes additional disclosure requirements related to credit risks. For available-for-sale debt securities with expected credit losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. This guidance was originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption was permitted. In November 2019, the FASB subsequently issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, whereby the effective date of this standard for smaller reporting companies was deferred to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is still permitted. The Company plans to adopt ASU 2016-13, and related updates, effective January 1, 2022, and does not anticipate it will have a material impact on its consolidated financial statements and related disclosures upon adoption. In August 2020, the FASB issued ASU 2020-06, Debt: Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (ASU 2020-06), which simplifies the accounting for convertible instruments and contracts in an entity’s own equity. This guidance is effective for the Company in its annual reporting period beginning after December 15, 2023, including interim periods within that reporting period, with early adoption permitted only as of annual reporting periods beginning after December 15, 2020. The Company plans to adopt ASU 2020-06 effective January 1, 2022 and does not anticipate it will have a material impact on the Company's consolidated financial statements and related disclosures upon adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 360,487 $ 65,376 Restricted cash 408 312 Total cash, cash equivalents and restricted cash as shown on the consolidated statements of cash flows $ 360,895 $ 65,688 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands): Fair value measurements as of December 31, 2021 using Quoted prices in Significant Significant active markets other unobservable December 31, for identical observable inputs 2021 assets (level 1) inputs (level 2) (level 3) Assets: Money market funds (1) $ 351,625 $ 351,625 $ — $ — US treasury securities (2) 18,097 18,097 — — Corporate debt securities (2) 2,822 — 2,822 — Commercial paper (2) 31,566 — 31,566 — Supranational debt securities (2) 1,503 — 1,503 — US treasury securities (3) 44,770 44,770 — — Total fair value of assets $ 450,383 $ 414,492 $ 35,891 $ — (1) Included as cash and cash equivalents on the consolidated balance sheets. (2) Included as short-term investments on the consolidated balance sheets. (3) Included as long-term investments on the consolidated balance sheets. As of December 31, 2021 , there were no financial liabilities measured at fair value on a recurring basis. Fair value measurements as of December 31, 2020 using Quoted prices in Significant Significant active markets other unobservable December 31, for identical observable inputs 2020 assets (level 1) inputs (level 2) (level 3) Assets: Money market funds (1) $ 57,238 $ 57,238 $ — $ — Commercial paper (1) 900 — 900 — US treasury securities (2) 38,492 38,492 — — Corporate debt securities (2) 3,793 — 3,793 — Commercial paper (2) 11,040 — 11,040 — Total fair value of assets $ 111,463 $ 95,730 $ 15,733 $ — Liabilities: Preferred stock purchase right liability 1,615 — — 1,615 Total fair value of liabilities $ 1,615 $ — $ — $ 1,615 (1) Included as cash and cash equivalents on the consolidated balance sheets. (2) Included as short-term investments on the consolidated balance sheets. |
Summary of Assumptions Used to Determine Fair Value of Preferred Stock Purchase Right Liability | The assumptions used in the Black-Scholes option pricing model to determine the fair value of the preferred stock purchase right liability at settlement date and December 31, 2020 were as follows: January 20, 2021 (1) December 31, 2020 Fair value of underlying preferred stock $ 6.11 $ 6.11 Risk-free interest rate 0.07 % 0.08 % Expected volatility 74.4 % 71.8 % Expected term (in years) 0.00 0.08 Expected dividend yield — % — % (1) The date the purchase right liability was settled. |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Investments Accounted for Available-for-Sale-Securities | The following tables summarize the Company’s investments accounted for as available-for-sale securities (in thousands, except years): December 31, 2021 Maturity Amortized Unrealized Unrealized Estimated (in years) cost losses gains fair value US treasury securities 1 or less $ 18,116 $ ( 19 ) $ — 18,097 Corporate debt securities 1 or less 2,824 ( 2 ) — 2,822 Commercial paper 1 or less 31,566 — — 31,566 Supranational debt securities 1 or less 1,503 — — 1,503 US treasury securities 1 - 2 44,911 ( 141 ) 44,770 Total $ 98,920 $ ( 162 ) $ — $ 98,758 December 31, 2020 Maturity Amortized Unrealized Unrealized Estimated (in years) cost losses gains fair value US treasury securities 1 or less $ 38,489 $ — $ 3 $ 38,492 Corporate debt securities 1 or less 3,794 ( 1 ) — 3,793 Commercial paper 1 or less 11,040 — — 11,040 Total $ 53,323 $ ( 1 ) $ 3 $ 53,325 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, December 31, 2021 2020 Construction in process $ 11,228 $ — Laboratory equipment 2,488 1,380 Furniture and fixtures 2,455 165 Leasehold improvements 795 795 Computer equipment 567 278 Software 87 70 Office equipment 61 61 Property and equipment 17,681 2,749 Less accumulated depreciation and amortization ( 1,727 ) ( 902 ) Property and equipment, net $ 15,954 $ 1,847 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, December 31, 2021 2020 Accrued research and development expenses $ 9,122 $ 6,649 Accrued compensation 7,275 2,416 Unvested early exercised stock option liability 2,884 2,526 Accrued construction in process 1,272 — Accrued professional services 383 194 Other accruals 483 140 Total $ 21,419 $ 11,925 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Convertible Preferred Stock | Convertible preferred stock consisted of the following as of December 31, 2020 (in thousands, except share data): December 31, 2020 Preferred Preferred shares Common stock shares issued and Carrying Liquidation issuable upon authorized outstanding value preference conversion Series A preferred stock 38,103,681 38,103,681 $ 63,403 $ 63,519 31,753,064 Series B-1 preferred stock 28,741,400 27,481,001 128,002 137,405 22,900,819 Series B-2 preferred stock 30,777,328 4,000,000 30,000 30,000 3,333,333 Total 97,622,409 69,584,682 $ 221,405 $ 230,924 57,987,216 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option Activity | A summary of the Company’s stock option activity under the 2021 Plan and 2018 Plan is as follows (in thousands, except share and per share data and years): Weighted- Weighted- average remaining Aggregate average contractual intrinsic Shares exercise price term (years) value Outstanding at December 31, 2020 6,541,422 $ 0.98 9.23 $ 15,571 Granted 8,320,187 5.93 Exercised ( 736,200 ) 1.88 Canceled ( 307,197 ) 2.97 Outstanding at December 31, 2021 13,818,212 $ 3.87 8.82 $ 163,264 Options exercisable at December 31, 2021 3,161,831 $ 1.63 8.29 $ 44,119 |
Summary of Restricted Stock Activity | The summary of the Company’s restricted stock activity during the year ended December 31, 2021 is as follows: Number of Weighted- restricted average stock shares grant date outstanding fair Value Nonvested at December 31, 2020 557,731 $ 0.001 Vested ( 344,790 ) 0.001 Nonvested at December 31, 2021 212,941 $ 0.001 |
Schedule of Stock-based Compensation Expense | The allocation of stock-based compensation for all stock awards was as follows (in thousands): Year Ended December 31, 2021 2020 Research and development $ 4,957 $ 348 General and administrative 3,374 449 Total $ 8,331 $ 797 |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consisted of the following as of December 31, 2021 and 2020: December 31, December 31, 2021 2020 Conversion of preferred stock outstanding — 57,987,216 Conversion of preferred stock in future issuance (B-2) — 10,979,319 Stock options issued and outstanding 13,818,212 6,541,422 Awards available for future grant 14,699,430 2,314,746 Shares available for purchase under the ESPP 1,168,013 — Total 29,685,655 77,822,703 |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Assumptions used to Determine Fair Value of Stock Option Grants and Stock to be Purchased under ESPP | The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants were as follows: Year Ended December 31, 2021 2020 Risk-free interest rate 0.59 %- 1.34 % 0.37 %- 1.22 % Expected volatility 81.93 %- 85.35 % 74.72 %- 77.81 % Expected term (in years) 6.08 6.02 - 6.25 Expected dividend yield - -% - -% |
ESPP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Assumptions used to Determine Fair Value of Stock Option Grants and Stock to be Purchased under ESPP | The assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock to be purchased under the ESPP were as follows: Year Ended December 31, 2021 2020 (1) Risk-free interest rate 0.05 %- 0.64 % - -% Expected volatility 70.99 %- 91.69 % - -% Expected term (in years) 0.39 - 2.00 -- Expected dividend yield - -% - -% The ESPP was not in effect until 2021 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments under Operating Leases | Future minimum lease payments under the operating leases with initial lease terms in excess of one year (excluding the 2021 Lease) as of December 31, 2021 are as follows (in thousands): Year ending December 31, 2022 287 2023 5,026 2024 5,177 2025 5,333 2026 5,493 Thereafter 30,568 Total lease payments $ 51,884 Less: Amount representing interest ( 16,319 ) Less: Tenant improvement allowance receivable ( 16,774 ) Operating lease liabilities $ 18,791 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2021 and 2020 were as follows (in thousands): December 31, December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 37,874 $ 11,341 Intangible assets 7,464 5,231 Research and development credits 4,037 657 Operating lease liabilities 4,689 745 Contribution of common stock 4,366 — Other, net 2,686 646 Total deferred tax assets 61,116 18,620 Deferred tax liabilities: Property and equipment ( 420 ) ( 293 ) Operating lease assets ( 4,330 ) ( 555 ) Total deferred tax liabilities ( 4,750 ) ( 848 ) Valuation allowance ( 56,366 ) ( 17,772 ) Net deferred tax assets $ — $ — |
Reconciliation of Federal Statutory Income Tax Rate and Effective Income Tax Rate | A reconciliation of the federal statutory income tax rate and the Company’s effective income tax rate is as follows: Year ended December 31, 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 6.1 1.3 Change in valuation allowance ( 31.4 ) ( 13.5 ) Fair value of purchase right liability 0.3 1.5 In-process research and development — ( 10.3 ) Other permanent differences ( 0.7 ) ( 0.1 ) Research and development credits 2.9 — State net operating loss 2.4 — Other ( 0.6 ) 0.1 Effective income tax rate — % — % |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2021 and 2020, excluding interest and penalties, is as follows (in thousands): Year ended December 31, 2021 2020 Balance at the beginning of the year $ 191 $ — Increase (decrease) related to prior year positions 156 — Increase related to current year positions 835 191 Balance at the end of the year $ 1,182 $ 191 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share | The following table summarizes the computation of basic and diluted net loss per share of the Company (in thousands, except share and per share data): Year Ended December 31, 2021 2020 Net loss $ ( 122,764 ) $ ( 101,660 ) Weighted-average shares of common stock used in computing net loss per share, basic and diluted 66,290,592 21,037,540 Net loss per share, basic and diluted $ ( 1.85 ) $ ( 4.83 ) |
Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The Company’s potentially dilutive securities, which include its convertible preferred stock prior to the IPO, options to purchase common stock, shares purchasable under the ESPP and common stock subject to repurchase related to unvested restricted stock and options early exercised, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2021 2020 Convertible preferred stock issued — 54,653,883 Conversion of convertible preferred stock in future issuance (B-2) — 10,979,319 Options to purchase common stock 13,818,212 6,666,515 Restricted stock subject to future vesting 425,615 1,503,303 Options early exercised subject to future vesting 1,854,427 2,686,456 Estimated shares purchasable under the ESPP 384,526 — Total potentially dilutive shares 16,482,780 76,489,476 |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | Jul. 20, 2021USD ($)$ / sharesshares | Jul. 09, 2021 | Jul. 31, 2021shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) |
Organization And Basis Of Presentation [Line Items] | |||||
Cash, cash equivalents, and short-term investments | $ 414,500 | ||||
Accumulated deficit | (238,166) | $ (115,402) | |||
Net proceeds received from initial public offering (IPO) | $ 316,999 | ||||
Reverse stock split ratio | 1.2 | ||||
Reverse stock split, description | On July 9, 2021, the Company effected a one-for-1.2 reverse stock split of its issued and outstanding shares of common stock (the Reverse Stock Split). | ||||
Common Stock | |||||
Organization And Basis Of Presentation [Line Items] | |||||
Convertible preferred stock converted into shares of common stock | shares | 71,263,685 | ||||
IPO | Common Stock | |||||
Organization And Basis Of Presentation [Line Items] | |||||
Net proceeds received from initial public offering (IPO) | $ 317,000 | ||||
Stock issued and sold | shares | 21,562,500 | 21,562,500 | |||
Price per share | $ / shares | $ 16 | ||||
Convertible preferred stock converted into shares of common stock | shares | 71,263,685 | 71,263,685 | |||
Underwriting discounts and commissions | $ 24,200 | ||||
Offering costs | $ 3,800 | ||||
Underwriters Option to Purchase Shares | Common Stock | |||||
Organization And Basis Of Presentation [Line Items] | |||||
Stock issued and sold | shares | 2,812,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Restricted cash | $ 408,000 | $ 312,000 |
Impairment losses | 0 | 0 |
Deferred offering costs | 0 | $ 0 |
Expected dividend yield | $ 0 | |
Number of operating segment | Segment | 1 | |
Number of reporting segment | Segment | 1 | |
ASU 2018-15 | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2021 | |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |
Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives of assets | 3 years | |
Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives of assets | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 360,487 | $ 65,376 |
Restricted cash | 408 | 312 |
Total cash, cash equivalents and restricted cash as shown on the condensed consolidated statements of cash flows | $ 360,895 | $ 65,688 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |||
Assets: | |||||
Total fair value of assets | $ 450,383 | $ 111,463 | |||
Liabilities: | |||||
Total fair value of liabilities | 1,615 | ||||
Preferred Stock Purchase Right Liability | |||||
Liabilities: | |||||
Total fair value of liabilities | 1,615 | ||||
Money Market Funds | Cash and Cash Equivalents | |||||
Assets: | |||||
Total fair value of assets | 351,625 | [1] | 57,238 | [2] | |
US Treasury Securities | Short-Term Investments | |||||
Assets: | |||||
Total fair value of assets | 18,097 | [3] | 38,492 | [4] | |
US Treasury Securities | Long-Term Investments | |||||
Assets: | |||||
Total fair value of assets | [5] | 44,770 | |||
Corporate Debt Securities | Short-Term Investments | |||||
Assets: | |||||
Total fair value of assets | 2,822 | [3] | 3,793 | [4] | |
Commercial Paper | Cash and Cash Equivalents | |||||
Assets: | |||||
Total fair value of assets | [2] | 900 | |||
Commercial Paper | Short-Term Investments | |||||
Assets: | |||||
Total fair value of assets | 31,566 | [3] | 11,040 | [4] | |
Supranational Debt Securities | Short-Term Investments | |||||
Assets: | |||||
Total fair value of assets | [3] | 1,503 | |||
Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||
Assets: | |||||
Total fair value of assets | 414,492 | 95,730 | |||
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money Market Funds | Cash and Cash Equivalents | |||||
Assets: | |||||
Total fair value of assets | 351,625 | [1] | 57,238 | [2] | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | US Treasury Securities | Short-Term Investments | |||||
Assets: | |||||
Total fair value of assets | 18,097 | [3] | 38,492 | [4] | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | US Treasury Securities | Long-Term Investments | |||||
Assets: | |||||
Total fair value of assets | [5] | 44,770 | |||
Significant Other Observable Inputs (Level 2) | |||||
Assets: | |||||
Total fair value of assets | 35,891 | 15,733 | |||
Significant Other Observable Inputs (Level 2) | Corporate Debt Securities | Short-Term Investments | |||||
Assets: | |||||
Total fair value of assets | 2,822 | [3] | 3,793 | [4] | |
Significant Other Observable Inputs (Level 2) | Commercial Paper | Cash and Cash Equivalents | |||||
Assets: | |||||
Total fair value of assets | [2] | 900 | |||
Significant Other Observable Inputs (Level 2) | Commercial Paper | Short-Term Investments | |||||
Assets: | |||||
Total fair value of assets | 31,566 | [3] | 11,040 | [4] | |
Significant Other Observable Inputs (Level 2) | Supranational Debt Securities | Short-Term Investments | |||||
Assets: | |||||
Total fair value of assets | [3] | $ 1,503 | |||
Significant Unobservable Inputs (Level 3) | |||||
Liabilities: | |||||
Total fair value of liabilities | 1,615 | ||||
Significant Unobservable Inputs (Level 3) | Preferred Stock Purchase Right Liability | |||||
Liabilities: | |||||
Total fair value of liabilities | $ 1,615 | ||||
[1] | Included as cash and cash equivalents on the consolidated balance sheets. | ||||
[2] | Included as cash and cash equivalents on the consolidated balance sheets. | ||||
[3] | Included as short-term investments on the consolidated balance sheets. | ||||
[4] | Included as short-term investments on the consolidated balance sheets. | ||||
[5] | Included as long-term investments on the consolidated balance sheets. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Financial liabilities measured at fair value on recurring basis | $ 0 | |
Measurement at fair value, transfers among Level 1, Level 2 or Level 3 | 0 | |
Preferred Stock Purchase Right Liability | ||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Change in fair value of purchase right liability | $ 1,600,000 | $ 7,400,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Assumptions Used to Determine Fair Value of Preferred Stock Purchase Right Liability (Details) - Black-Scholes Option Pricing Model - Preferred Stock Purchase Right Liability | Jan. 20, 2021 | [1] | Dec. 31, 2020 |
Fair Value of Underlying Preferred Stock | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 0.0611 | 0.0611 | |
Risk-free Interest Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 0.0007 | 0.0008 | |
Expected Volatility | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 0.744 | 0.718 | |
Expected Term (in years) | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Expected term (in years) | 0 years | 29 days | |
Expected Dividend Yield | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 0 | 0 | |
[1] | The date the purchase right liability was settled. |
Investments - Summary of Invest
Investments - Summary of Investments Accounted for Available-for-Sale-Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Available For Sale Securities [Line Items] | ||
Available for sale securities, Amortized cost | $ 98,920 | $ 53,323 |
Available for sale securities, Unrealized losses | (162) | (1) |
Available for sale securities, Unrealized gains | 3 | |
Available for sale securities, Estimated fair value | 98,758 | 53,325 |
Short-Term Investments | US Treasury Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available for sale securities, Amortized cost | 18,116 | 38,489 |
Available for sale securities, Unrealized losses | (19) | |
Available for sale securities, Unrealized gains | 3 | |
Available for sale securities, Estimated fair value | $ 18,097 | $ 38,492 |
Short-Term Investments | US Treasury Securities | Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity | 1 year | 1 year |
Short-Term Investments | Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available for sale securities, Amortized cost | $ 2,824 | $ 3,794 |
Available for sale securities, Unrealized losses | (2) | (1) |
Available for sale securities, Estimated fair value | $ 2,822 | $ 3,793 |
Short-Term Investments | Corporate Debt Securities | Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity | 1 year | 1 year |
Short-Term Investments | Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available for sale securities, Amortized cost | $ 31,566 | $ 11,040 |
Available for sale securities, Estimated fair value | $ 31,566 | $ 11,040 |
Short-Term Investments | Commercial Paper | Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity | 1 year | 1 year |
Short-Term Investments | Supranational Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available for sale securities, Amortized cost | $ 1,503 | |
Available for sale securities, Estimated fair value | $ 1,503 | |
Short-Term Investments | Supranational Debt Securities | Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity | 1 year | |
Long-Term Investments | US Treasury Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available for sale securities, Amortized cost | $ 44,911 | |
Available for sale securities, Unrealized losses | (141) | |
Available for sale securities, Estimated fair value | $ 44,770 | |
Long-Term Investments | US Treasury Securities | Minimum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity | 1 year | |
Long-Term Investments | US Treasury Securities | Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity | 2 years |
Investments - Additional Inform
Investments - Additional Information (Details) $ in Millions | Dec. 31, 2021USD ($)Position | Dec. 31, 2020USD ($)Position |
Investments, Debt and Equity Securities [Abstract] | ||
Available of sale securities, unrealized loss position, Number of positions | 19 | 6 |
Available for sale securities, gross unrealized loss position | $ | $ 68 | $ 15.8 |
Available of sale securities, unrealized loss position, greater than 12 months, Number of positions | 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 17,681 | $ 2,749 |
Less accumulated depreciation and amortization | (1,727) | (902) |
Property and equipment, net | 15,954 | 1,847 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 795 | 795 |
Construction in process | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 11,228 | |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 2,488 | 1,380 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 2,455 | 165 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 87 | 70 |
Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 61 | 61 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 567 | $ 278 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 829,000 | $ 540,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued research and development expenses | $ 9,122 | $ 6,649 |
Accrued compensation | 7,275 | 2,416 |
Unvested early exercised stock option liability | 2,884 | 2,526 |
Accrued construction in process | 1,272 | |
Accrued professional services | 383 | 194 |
Other accruals | 483 | 140 |
Total | $ 21,419 | $ 11,925 |
Asset Acquisitions - Additional
Asset Acquisitions - Additional Information (Details) - USD ($) | Jul. 20, 2021 | Jul. 31, 2021 | Mar. 31, 2021 | Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Asset Acquisitions [Line Items] | ||||||
In-process research and development | $ 10,848,000 | $ 71,745,000 | ||||
Common Stock | ||||||
Asset Acquisitions [Line Items] | ||||||
Convertible preferred stock converted into shares of common stock | 71,263,685 | |||||
Common Stock | IPO | ||||||
Asset Acquisitions [Line Items] | ||||||
Convertible preferred stock converted into shares of common stock | 71,263,685 | 71,263,685 | ||||
Asana Merger Agreement | ||||||
Asset Acquisitions [Line Items] | ||||||
Upfront payment made | $ 20,000,000 | |||||
Future development and regulatory milestone cash payments maximum | $ 90,000,000 | |||||
Additional shares required to issue upon achieving development milestone | 3,888,889 | |||||
In-process research and development | $ 0 | 50,000,000 | ||||
Milestones accrued | 0 | 0 | ||||
Asana Merger Agreement | Series B-2 Convertible Preferred Stock | ||||||
Asset Acquisitions [Line Items] | ||||||
Shares issued | 4,000,000 | |||||
Value per share | $ 7.50 | |||||
Total fair value | $ 30,000,000 | |||||
Asana Merger Agreement | Series B-2 Convertible Preferred Stock | Common Stock | IPO | ||||||
Asset Acquisitions [Line Items] | ||||||
Convertible preferred stock converted into shares of common stock | 3,333,333 | |||||
ELS Purchase Agreement | ||||||
Asset Acquisitions [Line Items] | ||||||
Upfront payment made | $ 2,000,000 | |||||
In-process research and development | $ 3,700,000 | $ 0 | ||||
ELS Purchase Agreement | Common Stock | ||||||
Asset Acquisitions [Line Items] | ||||||
Shares issued | 500,000 | |||||
Value per share | $ 3.36 | |||||
Total fair value | $ 1,700,000 |
License Agreements - Additional
License Agreements - Additional Information (Details) - USD ($) | Jul. 20, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | May 31, 2021 | Jan. 31, 2021 | Apr. 30, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
License Agreements [Line Items] | ||||||||||
In-process research and development | $ 10,848,000 | $ 71,745,000 | ||||||||
Common Stock | ||||||||||
License Agreements [Line Items] | ||||||||||
Convertible preferred stock converted into shares of common stock | 71,263,685 | |||||||||
License Agreement | NiKang Therapeutics, Inc. | ||||||||||
License Agreements [Line Items] | ||||||||||
Upfront payment | $ 5,000,000 | |||||||||
Reimbursement of certain initial manufacturing costs | $ 400,000 | |||||||||
Payment for US patent application | $ 7,000,000 | |||||||||
Accrued development milestone payment | $ 0 | 4,000,000 | ||||||||
In-process research and development | 0 | 16,000,000 | ||||||||
Ownership percentage of equity or assets | 50.00% | |||||||||
License Agreement | NiKang Therapeutics, Inc. | First Licensed Product | Maximum | ||||||||||
License Agreements [Line Items] | ||||||||||
Development and regulatory milestone payments obligation | $ 16,000,000 | |||||||||
Commercial milestone payments obligation | 157,000,000 | |||||||||
License Agreement | NiKang Therapeutics, Inc. | Second Licensed Product | ||||||||||
License Agreements [Line Items] | ||||||||||
Development and regulatory milestone payments obligation | 12,000,000 | |||||||||
Commercial milestone payments obligation | $ 151,000,000 | |||||||||
License Agreement | Katmai Pharmaceuticals, Inc. | ||||||||||
License Agreements [Line Items] | ||||||||||
Upfront payment | $ 5,700,000 | |||||||||
In-process research and development | 0 | 5,700,000 | ||||||||
License Agreement | Katmai Pharmaceuticals, Inc. | Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock | ||||||||||
License Agreements [Line Items] | ||||||||||
Stock issued, value | 2,700,000 | |||||||||
License Agreement | Katmai Pharmaceuticals, Inc. | Series B-1 Convertible Preferred Stock | ||||||||||
License Agreements [Line Items] | ||||||||||
Stock issued, value | $ 1,800,000 | |||||||||
Stock issued and sold | 356,000 | |||||||||
License Agreement | Katmai Pharmaceuticals, Inc. | Series B-2 Convertible Preferred Stock | ||||||||||
License Agreements [Line Items] | ||||||||||
Stock issued, value | $ 900,000 | |||||||||
Stock issued and sold | 118,666 | |||||||||
License Agreement | Katmai Pharmaceuticals, Inc. | Maximum | ||||||||||
License Agreements [Line Items] | ||||||||||
Development and regulatory milestone payments obligation | 26,000,000 | |||||||||
Commercial milestone payments obligation | 101,000,000 | |||||||||
License Agreement | LifeArc | ||||||||||
License Agreements [Line Items] | ||||||||||
Upfront payment | $ 0 | |||||||||
In-process research and development | 0 | 75,000 | ||||||||
One-time license payment | 75,000 | |||||||||
License Agreement | LifeArc | Maximum | ||||||||||
License Agreements [Line Items] | ||||||||||
Development and regulatory milestone payments obligation | $ 11,000,000 | |||||||||
Sales milestone payments obligation | $ 50,000,000 | |||||||||
License Agreement | The Regents | ||||||||||
License Agreements [Line Items] | ||||||||||
Upfront payment | $ 50,000 | |||||||||
In-process research and development | 7,200,000 | $ 0 | ||||||||
Sales milestone payments obligation | $ 2,000,000 | |||||||||
Percentage of third tier sublicensing fees | 30.00% | |||||||||
Cash payments in license agreement upon achievement of corporate milestone | $ 1,700,000 | |||||||||
License Agreement | The Regents | Common Stock | ||||||||||
License Agreements [Line Items] | ||||||||||
Stock issued and sold | 944,945 | |||||||||
License Agreement | The Regents | Maximum | ||||||||||
License Agreements [Line Items] | ||||||||||
Development and regulatory milestone payments obligation | $ 6,400,000 | |||||||||
IPO | ||||||||||
License Agreements [Line Items] | ||||||||||
Stock issued, value | 316,999,000 | |||||||||
IPO | Common Stock | ||||||||||
License Agreements [Line Items] | ||||||||||
Stock issued, value | $ 2,000 | |||||||||
Stock issued and sold | 21,562,500 | 21,562,500 | ||||||||
Convertible preferred stock converted into shares of common stock | 71,263,685 | 71,263,685 | ||||||||
IPO | License Agreement | Katmai Pharmaceuticals, Inc. | Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock | ||||||||||
License Agreements [Line Items] | ||||||||||
Conversion of convertible preferred stock into common stock | 395,555 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Additional Information (Details) $ / shares in Units, $ in Thousands | Jul. 20, 2021$ / sharesshares | Jul. 09, 2021 | Jul. 31, 2021shares | Jan. 31, 2021USD ($)$ / sharesshares | Apr. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Feb. 28, 2021shares | Apr. 15, 2020$ / sharesshares |
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 800,000,000 | 147,027,681 | 156,000,000 | 147,027,681 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Undesignated preferred stock authorized | 80,000,000 | 0 | |||||||||
Undesignated preferred stock par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Proceeds from issuance of convertible preferred stock | $ | $ 119,393 | $ 136,975 | |||||||||
Series B-1 convertible preferred shares converted into common stock | 1.2 | ||||||||||
Preferred stock purchase right liability | $ | $ 1,615 | ||||||||||
Shares issued and sold | 121,382,547 | 25,189,673 | |||||||||
Common stock, shares outstanding | 119,102,505 | 21,923,173 | |||||||||
Shares of common stock subject to repurchase | 212,674 | 577,259 | |||||||||
Number of shares vested | 364,585 | 364,582 | |||||||||
Share-based compensation, vesting rights description | The restricted stock vests 25% one year from the vesting commencement date and monthly thereafter over a three-year period and is subject to repurchase by the Company in the event of any voluntary or involuntary termination of services to the Company prior to vesting. | ||||||||||
Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred stock converted into shares of common stock | 71,263,685 | ||||||||||
Shares issued and sold | 121,382,547 | 25,189,673 | 22,629,158 | ||||||||
IPO | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 800,000,000 | 156,000,000 | |||||||||
Undesignated preferred stock authorized | 80,000,000 | ||||||||||
Undesignated preferred stock par value | $ / shares | $ 0.0001 | ||||||||||
IPO | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred stock converted into shares of common stock | 71,263,685 | 71,263,685 | |||||||||
Restricted Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued | 1,458,332 | ||||||||||
Share price per share | $ / shares | $ 0.0001 | ||||||||||
Stock vesting period | 3 years | ||||||||||
Restricted Stock | One Year from the Vesting Commencement Date and Monthly Thereafter Over Three-year Vesting Period | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock vesting percentage | 25.00% | ||||||||||
Share-based compensation, vesting rights description | The Company granted 1,795,827 shares of its restricted stock in 2018, which vest 25% one year from the vesting commencement date and monthly thereafter over a three-year period. | ||||||||||
Series B Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Purchase agreement termination date | Sep. 30, 2022 | ||||||||||
Series B-1 convertible preferred shares converted into common stock | 0.1 | ||||||||||
Series A Convertible Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred stock, shares issued | 38,103,681 | 38,103,681 | 38,103,681 | ||||||||
Convertible preferred stock, issue price per share | $ / shares | $ 1.667 | $ 1.667 | |||||||||
Proceeds from issuance of convertible preferred stock | $ | $ 63,400 | ||||||||||
Preferred shares outstanding | 38,103,681 | ||||||||||
Series B-1 Convertible Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred stock, shares issued | 27,481,001 | ||||||||||
Preferred shares outstanding | 27,481,001 | ||||||||||
Series B-1 Convertible Preferred Stock | Series B Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred stock, shares issued | 27,481,001 | ||||||||||
Convertible preferred stock, issue price per share | $ / shares | $ 5 | ||||||||||
Proceeds from issuance of convertible preferred stock | $ | $ 137,000 | ||||||||||
Series B-2 Convertible Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred stock, shares issued | 4,000,000 | ||||||||||
Convertible preferred stock, issue price per share | $ / shares | $ 7.50 | $ 7.50 | |||||||||
Proceeds from issuance of convertible preferred stock | $ | $ 119,400 | ||||||||||
Preferred stock purchase right liability | $ | $ 9,000 | ||||||||||
Gain (loss) for changes in fair value of convertible preferred stock purchase right liability | $ | $ 7,400 | ||||||||||
Convertible preferred stock, shares issued during period | 13,175,191 | ||||||||||
Convertible preferred stock, additional shares issued | 2,756,581 | ||||||||||
Convertible preferred stock shares issued in connection with asset acquisition | 4,000,000 | ||||||||||
Preferred shares outstanding | 4,000,000 | ||||||||||
Series B-2 Convertible Preferred Stock | Series B Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred stock, shares issued | 13,175,191 | ||||||||||
Convertible preferred stock, issue price per share | $ / shares | $ 7.50 | ||||||||||
Convertible Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred stock, shares issued | 0 | 69,584,682 | |||||||||
Convertible preferred stock, shares issued during period | 15,931,772 | 27,481,001 | |||||||||
Preferred shares outstanding | 0 | 69,584,682 | 38,103,681 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Schedule of Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | ||||
Common stock issuable upon conversion | 29,685,655 | 77,822,703 | ||
Series A Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred shares authorized | 38,103,681 | |||
Preferred shares issued | 38,103,681 | 38,103,681 | 38,103,681 | |
Preferred shares outstanding | 38,103,681 | |||
Carrying value | $ 63,403 | |||
Liquidation preference | $ 63,519 | |||
Common stock issuable upon conversion | 31,753,064 | |||
Series B-1 Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred shares authorized | 28,741,400 | |||
Preferred shares issued | 27,481,001 | |||
Preferred shares outstanding | 27,481,001 | |||
Carrying value | $ 128,002 | |||
Liquidation preference | $ 137,405 | |||
Common stock issuable upon conversion | 22,900,819 | |||
Series B-2 Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred shares authorized | 30,777,328 | |||
Preferred shares issued | 4,000,000 | |||
Preferred shares outstanding | 4,000,000 | |||
Carrying value | $ 30,000 | |||
Liquidation preference | $ 30,000 | |||
Common stock issuable upon conversion | 3,333,333 | |||
Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred shares authorized | 0 | 97,622,409 | ||
Preferred shares issued | 0 | 69,584,682 | ||
Preferred shares outstanding | 0 | 69,584,682 | 38,103,681 | |
Carrying value | $ 221,405 | $ 63,403 | ||
Liquidation preference | $ 0 | $ 230,924 | ||
Common stock issuable upon conversion | 0 | 57,987,216 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 5 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance | 29,685,655 | 29,685,655 | 77,822,703 | |||
Share-based compensation, shares subject to repurchase | 1,854,427 | 1,854,427 | 2,131,510 | |||
Stock-based compensation | $ 8,331,000 | $ 797,000 | ||||
Share-based compensation, vesting rights description | The restricted stock vests 25% one year from the vesting commencement date and monthly thereafter over a three-year period and is subject to repurchase by the Company in the event of any voluntary or involuntary termination of services to the Company prior to vesting. | |||||
Accrued Expenses and Other Current Liabilities | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation, liabilities associated with shares issued with repurchase rights | $ 2,900,000 | $ 2,900,000 | $ 2,500,000 | |||
Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation, common stock grant in period, term | 5 years | |||||
Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance | 13,818,212 | 13,818,212 | 6,541,422 | |||
Stock vesting period | 4 years | |||||
Weighted-average grant date fair value of options granted | $ 4.16 | $ 0.82 | ||||
Unrecognized compensation cost related to unvested stock option grants | $ 32,100,000 | $ 32,100,000 | ||||
Unrecognized compensation cost expected to be recognized as expense, period | 2 years 10 months 28 days | |||||
Intrinsic value of options exercised | $ 3,100,000 | $ 141,000 | ||||
Share-based compensation, options granted that vest based on performance milestone | 250,000 | 8,320,187 | ||||
Stock Options | Minimum | At the Time Option is Granted | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of fair market value of common stock | 100.00% | |||||
Stock Options | Minimum | For Holders of More Than 10% of Company's Total Combined Voting Power of All Classes of Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of fair market value of common stock | 110.00% | |||||
Stock Options | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation, plan expiration period | 10 years | |||||
Performance-based Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 115,000 | $ 0 | ||||
Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock vesting period | 3 years | |||||
Restricted stock granted | 0 | 0 | 1,795,827 | |||
Weighted-average grant date fair value of restricted stock granted | $ 0 | |||||
Share-based Compensation, common stock shares subject to forfeiture | 212,941 | 212,941 | 557,731 | |||
Total unrecognized compensation related to unvested restricted stock awards granted | $ 0 | $ 0 | ||||
Restricted Stock | One Year from the Vesting Commencement Date and Monthly Thereafter Over Three-year Vesting Period | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock vesting percentage | 25.00% | |||||
Share-based compensation, vesting rights description | The Company granted 1,795,827 shares of its restricted stock in 2018, which vest 25% one year from the vesting commencement date and monthly thereafter over a three-year period. | |||||
Restricted Stock | 25% One Year from Vesting Commencement Date | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock vesting period | 1 year | |||||
Restricted Stock | Monthly Thereafter Over Three-year Vesting Period | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock vesting period | 3 years | |||||
2018 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation, options granted that vest based on performance milestone | 0 | |||||
2021 Incentive Award Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance | 14,699,430 | 14,699,430 | ||||
Shares of common stock, authorized for issuance | 15,150,000 | |||||
Percentage of outstanding common stock maximum | 5.00% | |||||
ESPP | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance | 1,260,000 | |||||
Unrecognized compensation cost related to unvested stock option grants | $ 3,700,000 | $ 3,700,000 | ||||
Unrecognized compensation cost expected to be recognized as expense, period | 1 year 3 months 10 days | |||||
Stock-based compensation | $ 688,000 | |||||
Share-based payment arrangement, withheld on behalf of employees for future purchase | $ 102,000 | $ 102,000 | ||||
Offering period | 24 months | |||||
Purchase period | 6 months | |||||
Shares issued under ESPP | 91,987 | |||||
ESPP | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of fair market value of common stock | 85.00% |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares Outstanding at December 31, 2020 | 6,541,422 | 6,541,422 | |
Shares Granted | 250,000 | 8,320,187 | |
Shares Exercised | (736,200) | ||
Shares Canceled | (307,197) | ||
Shares Outstanding at December 31, 2021 | 13,818,212 | 6,541,422 | |
Shares Options exercisable at December 31, 2021 | 3,161,831 | ||
Weighted-average exercise price, Outstanding at December 31, 2020 | $ 0.98 | $ 0.98 | |
Weighted-average exercise price, Granted | 5.93 | ||
Weighted-average exercise price, Exercised | 1.88 | ||
Weighted-average exercise price, Canceled | 2.97 | ||
Weighted-average exercise price, Outstanding at December 31, 2021 | 3.87 | $ 0.98 | |
Weighted-average exercise price, Options exercisable at December 31, 2021 | $ 1.63 | ||
Weighted-average remaining contractual term (years), Outstanding | 8 years 9 months 25 days | 9 years 2 months 23 days | |
Weighted-average remaining contractual term (years), Options exercisable at December 31, 2021 | 8 years 3 months 14 days | ||
Aggregate intrinsic value, Outstanding | $ 163,264 | $ 15,571 | |
Aggregate intrinsic value, Options exercisable at December 31, 2021 | $ 44,119 |
Stock-based Compensation - Assu
Stock-based Compensation - Assumptions used to Determine Fair Value of Stock Option Grants and Stock to be Purchased under ESPP (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.00% | |
Risk-free interest rate, minimum | 0.05% | |
Risk-free interest rate, maximum | 0.64% | |
Expected volatility | 0.00% | |
Expected volatility, minimum | 70.99% | |
Expected volatility, maximum | 91.69% | |
Expected dividend yield | 0.00% | 0.00% |
ESPP | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 4 months 20 days | |
ESPP | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 2 years | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 0.59% | 0.37% |
Risk-free interest rate, maximum | 1.34% | 1.22% |
Expected volatility, minimum | 81.93% | 74.72% |
Expected volatility, maximum | 85.35% | 77.81% |
Expected term (in years) | 6 years 29 days | |
Expected dividend yield | 0.00% | 0.00% |
Stock Options | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 7 days | |
Stock Options | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 3 months |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of restricted stock shares outstanding, Nonvested at December 31, 2020 | shares | 557,731 |
Number of restricted stock shares outstanding, Vested | shares | (344,790) |
Number of restricted stock shares outstanding, Nonvested at December 31, 2021 | shares | 212,941 |
Weighted average grant date fair value, Nonvested at December 31, 2020 | $ / shares | $ 0.001 |
Weighted-average grant date fair value, Vested | $ / shares | 0.001 |
Weighted-average grant date fair value, Nonvested at December 31, 2021 | $ / shares | $ 0.001 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | $ 8,331 | $ 797 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | 4,957 | 348 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | $ 3,374 | $ 449 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 29,685,655 | 77,822,703 |
Convertible Preferred Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 0 | 57,987,216 |
Conversion of Preferred Stock in Future Issuance (B-2) | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 0 | 10,979,319 |
Stock Options Issued and Outstanding | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 13,818,212 | 6,541,422 |
Awards Available for Future Grant | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 14,699,430 | 2,314,746 |
Shares Available for Purchase Under ESPP | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 1,168,013 | 0 |
Leases - Additional Information
Leases - Additional Information (Details) | Oct. 31, 2021 | Dec. 31, 2021USD ($)ft² | Nov. 30, 2021 | Mar. 31, 2021USD ($)ft² | Sep. 30, 2020USD ($)ft² | Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Dec. 31, 2018ft² |
Lessee Lease Description [Line Items] | ||||||||
Operating leases cancelable and non-cancellable expiration dates | 2032 | |||||||
Operating leases Noncancelable expiration dates | 2026 | |||||||
Operating lease cost | $ 2,800,000 | $ 1,300,000 | ||||||
Variable lease costs | 429,000 | 355,000 | ||||||
Short-term lease costs | 119,000 | 96,000 | ||||||
Cash paid for operating leases | $ 1,100,000 | $ 989,000 | ||||||
Operating lease, weighted-average remaining lease term | 9 years 10 months 9 days | 9 years 10 months 9 days | 3 years 1 month 28 days | |||||
Operating lease, weighted-average discount rate | 6.90% | 6.90% | 7.80% | |||||
Gain on lease remeasurement | $ 539,000 | |||||||
Operating lease, aggregate monthly payments to lessor | $ 51,884,000 | 51,884,000 | ||||||
Letter of credit provided to lessor | $ 408,000 | 408,000 | $ 312,000 | |||||
Other Income (Expense), Net | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Gain on lease remeasurement | $ 539,000 | |||||||
2020 Lease | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Office space leases | ft² | 59,407 | |||||||
Lease commencement month and year | 2021-08 | |||||||
Operating lease initial term | 10 years 6 months | |||||||
Operating lease, aggregate monthly payments to lessor | $ 39,500,000 | |||||||
Tenant improvement allowance | $ 13,400,000 | |||||||
Term for cancellation of lease | 84 months | |||||||
Notice period for cancellation of lease | 12 months | |||||||
Operating lease cancellation payment | $ 1,900,000 | |||||||
2020 Lease | Letter of Credit | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Letter of credit provided to lessor | $ 312,000 | |||||||
Line of credit facility, expiration date | Oct. 31, 2031 | |||||||
2018 Lease | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Office space leases | ft² | 16,153 | |||||||
Lease expiration date | May 31, 2024 | Apr. 30, 2022 | ||||||
First Amendment to 2020 Lease | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Office space leases | ft² | 18,421 | |||||||
Operating lease, lease payments to lessor | $ 96,000 | |||||||
Tenant improvement allowance | $ 3,400,000 | |||||||
Term for cancellation of lease | 84 months | |||||||
Operating lease cancellation payment | $ 2,500,000 | |||||||
First Amendment to 2020 Lease | Letter of Credit | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Letter of credit provided to lessor | $ 408,000 | |||||||
2021 Lease | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Office space leases | ft² | 29,542 | 29,542 | ||||||
Lease commencement month and year | 2022-07 | |||||||
Operating lease initial term | 124 months | 124 months | ||||||
Operating lease option to extend | 5 years | |||||||
Operating lease existence of option to extend [true false] | true | |||||||
Operating lease, aggregate monthly payments to lessor | $ 34,400,000 | $ 34,400,000 | ||||||
Tenant improvement allowance | 8,200,000 | |||||||
2021 Lease | Other Assets | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Security deposit paid | $ 874,000 | $ 874,000 | ||||||
California | 2018 Lease | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Office space leases | ft² | 11,000 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments under Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 287 |
2023 | 5,026 |
2024 | 5,177 |
2025 | 5,333 |
2026 | 5,493 |
Thereafter | 30,568 |
Total lease payments | 51,884 |
Less: Amount representing interest | (16,319) |
Less: Tenant improvement allowance receivable | (16,774) |
Operating lease liabilities | $ 18,791 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - Litigation | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of litigations filed | 0 | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | ||
Provision for federal income taxes | $ 0 | $ 0 |
Provision for state income taxes | 0 | 0 |
Provision for foreign income taxes | 0 | 0 |
Intangibles with corresponding valuation allowance amount | 12,400,000 | |
Deferred tax assets, valuation allowance | 56,366,000 | 17,772,000 |
Deferred tax assets, increase in valuation allowance | $ 38,600,000 | |
Minimum stock holding percentage for ownership change | 50.00% | |
Stock holding period for ownership change | 3 years | |
CARES Act, NOL carryovers and carrybacks offset percentage | 100.00% | |
Unrecognized tax benefits that, if recognized, would reduce annual effective tax rate | $ 1,100,000 | |
Interest or penalties related to income taxes | 0 | 0 |
Asana Merger Agreement | ||
Income Taxes [Line Items] | ||
Intangibles tax basis amount | 0 | |
Impact of error correction amount | $ 0 | |
Federal | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 135,000,000 | |
Net operating loss carryforwards offset percentage | 80.00% | |
Charitable contribution carryforward amount | $ 17,500,000 | |
Charitable contribution carryforward expiration year | 2024 | |
Federal | Research | ||
Income Taxes [Line Items] | ||
Tax credit carryforwards | $ 3,100,000 | |
Tax credit carryforward expiration year | 2038 | |
Other State | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 3,100,000 | |
Net operating loss carryforwards expiration year | 2035 | |
California | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 133,600,000 | |
Net operating loss carryforwards expiration year | 2038 | |
Charitable contribution carryforward amount | $ 17,500,000 | |
Charitable contribution carryforward expiration year | 2024 | |
California | Research | ||
Income Taxes [Line Items] | ||
Tax credit carryforwards | $ 2,300,000 | |
MASSACHUSETTS | Research | ||
Income Taxes [Line Items] | ||
Tax credit carryforwards | $ 184,000 | |
Tax credit carryforward expiration year | 2036 |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 37,874 | $ 11,341 |
Intangible assets | 7,464 | 5,231 |
Research and development credits | 4,037 | 657 |
Operating lease liabilities | 4,689 | 745 |
Contribution of common stock | 4,366 | 0 |
Other, net | 2,686 | 646 |
Total deferred tax assets | 61,116 | 18,620 |
Deferred tax liabilities: | ||
Property and equipment | (420) | (293) |
Operating lease assets | (4,330) | (555) |
Total deferred tax liabilities | (4,750) | (848) |
Valuation allowance | (56,366) | (17,772) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Rate and Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Federal statutory income tax rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | 6.10% | 1.30% |
Change in valuation allowance | (31.40%) | (13.50%) |
Fair value of purchase right liability | 0.30% | 1.50% |
In-process research and development | 0.00% | (10.30%) |
Other permanent differences | (0.70%) | (0.10%) |
Research and Development credits | 2.90% | 0.00% |
State net operating loss | 2.40% | 0.00% |
Other | (0.60%) | 0.10% |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at the beginning of the year | $ 191 | $ 0 |
Increase (decrease) related to prior year positions | 156 | 0 |
Increase related to current year positions | 835 | 191 |
Balance at the end of the year | $ 1,182 | $ 191 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (122,764) | $ (101,660) |
Weighted-average shares of common stock used in computing net loss per share, basic and diluted | 66,290,592 | 21,037,540 |
Net loss per share, basic and diluted | $ (1.85) | $ (4.83) |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 16,482,780 | 76,489,476 |
Conversion of Preferred Stock in Future Issuance (B-2) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 10,979,319 | |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 13,818,212 | 6,666,515 |
Restricted Stock Subject to Future Vesting | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 425,615 | 1,503,303 |
Options Early Exercised Subject to Future Vesting | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 1,854,427 | 2,686,456 |
Estimated Shares Purchasable Under the ESPP | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 384,526 | |
Convertible Preferred Stock Issued | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 54,653,883 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Safe harbor contribution percentage | 3.00% | |
Safe harbor contribution expense | $ 533,000 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Recovery of stockholder's short-swing profits | $ 553,000 | |||
Erasca Foundation | ||||
Related Party Transaction [Line Items] | ||||
Contribution of common stock | $ 17,497,000 | |||
Amount loaned in exchange of non-interest bearing promissory note | $ 100,000 | |||
Erasca Foundation | Prepaid Expenses and Other Current Assets | ||||
Related Party Transaction [Line Items] | ||||
Amount receivable | $ 100,000 | $ 100,000 | ||
Common Stock | Erasca Foundation | ||||
Related Party Transaction [Line Items] | ||||
Stock issued | 1,093,557 | 1,093,557 | ||
Contribution of common stock | $ 17,500,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions | Mar. 24, 2022USD ($) |
Subsequent Event | Affini-T Therapeutics, Inc. | Erasca Ventures | |
Subsequent Event [Line Items] | |
Amount invested for financing | $ 2 |