Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 03, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Sana Biotechnology, Inc. | |
Entity Central Index Key | 0001770121 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 187,890,775 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39941 | |
Entity Tax Identification Number | 83-1381173 | |
Entity Address Address Line1 | 188 East Blaine Street | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address City Or Town | Seattle | |
Entity Address State Or Province | WA | |
Entity Address Postal Zip Code | 98102 | |
City Area Code | 206 | |
Local Phone Number | 701-7914 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation State Country Code | DE | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | SANA | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 675,140 | $ 124,806 |
Marketable securities | 177,696 | 253,458 |
Prepaid expenses and other current assets | 7,504 | 6,203 |
Total current assets | 860,340 | 384,467 |
Property and equipment, net | 58,670 | 46,775 |
Operating lease right-of-use assets | 60,330 | 63,168 |
Restricted cash | 2,143 | 2,143 |
Long-term marketable securities | 77,934 | 33,731 |
Intangible asset | 59,195 | 59,195 |
Goodwill | 140,627 | 140,627 |
Other non-current assets | 598 | 190 |
TOTAL ASSETS | 1,259,837 | 730,296 |
Current liabilities: | ||
Accounts payable | 3,704 | 2,253 |
Accrued compensation | 15,294 | 16,020 |
Accrued expenses and other current liabilities | 12,830 | 9,466 |
Operating lease liabilities | 6,004 | 3,712 |
Success payment liabilities | 5,000 | |
Total current liabilities | 42,832 | 31,451 |
Operating lease liabilities, net of current portion | 66,149 | 68,197 |
Contingent consideration | 140,457 | 121,901 |
Success payment liabilities, net of current portion | 103,963 | 76,494 |
Other non-current liabilities | 539 | 540 |
Total liabilities | 353,940 | 298,583 |
Commitments and contingencies (Note 10) | ||
Convertible preferred stock, $0.0001 par value; zero and 537,786 shares authorized as of June 30, 2021 and December 31, 2020, respectively; zero and 134,113 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively; aggregate liquidation preference of zero and $926,666 as of June 30, 2021 and December 31, 2020, respectively | 852,897 | |
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value; 50,000 and zero shares authorized as of June 30, 2021 and December 31, 2020, respectively; zero shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | ||
Common stock, $0.0001 par value; 750,000 and 707,000 shares authorized as of June 30, 2021 and December 31, 2020, respectively; 180,576 and 16,170 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 18 | 2 |
Additional paid-in capital | 1,497,232 | 8,216 |
Accumulated other comprehensive income | 13 | 30 |
Accumulated deficit | (591,366) | (429,432) |
Total stockholders' equity (deficit) | 905,897 | (421,184) |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 1,259,837 | $ 730,296 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 0 | 537,786,000 |
Convertible preferred stock, shares issued | 0 | 134,113,000 |
Convertible preferred stock, shares outstanding | 0 | 134,113,000 |
Convertible preferred stock, aggregate liquidation preference | $ 0 | $ 926,666 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 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 | 750,000,000 | 707,000,000 |
Common stock, shares issued | 180,576,000 | 16,170,000 |
Common stock, shares outstanding | 180,576,000 | 16,170,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating expenses (gains): | ||||
Research and development | $ 44,996 | $ 29,991 | $ 86,876 | $ 56,397 |
Research and development related success payments and contingent consideration | (76,025) | 51,906 | 51,025 | 52,820 |
General and administrative | 12,477 | 6,009 | 24,298 | 11,964 |
Total operating expenses (gains) | (18,552) | 87,906 | 162,199 | 121,181 |
Gain (loss) from operations | 18,552 | (87,906) | (162,199) | (121,181) |
Interest income, net | 130 | 79 | 251 | 474 |
Other income, net | 1 | 19 | 14 | 24 |
Net income (loss) | $ 18,683 | $ (87,808) | $ (161,934) | $ (120,683) |
Net income (loss) per share - basic | $ 0.10 | $ (7.18) | $ (1.08) | $ (10.47) |
Weighted-average number of common shares - basic | 179,899 | 12,232 | 149,683 | 11,526 |
Net income (loss) per share - diluted | $ 0.09 | $ (7.18) | $ (1.08) | $ (10.47) |
Weighted-average number of common shares - diluted | 190,508 | 12,232 | 149,683 | 11,526 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 18,683 | $ (87,808) | $ (161,934) | $ (120,683) |
Other comprehensive income (loss), net of tax: | ||||
Unrealized gain (loss) on marketable securities, net | (43) | 7 | (17) | (3) |
Total comprehensive income (loss) | $ 18,640 | $ (87,801) | $ (161,951) | $ (120,686) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | IPO | Convertible Preferred Stock | Common Stock | Common StockIPO | Additional Paid-in Capital | Additional Paid-in CapitalIPO | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning balance at Dec. 31, 2019 | $ (142,542) | $ 1 | $ 1,558 | $ 26 | $ (144,127) | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 106,890,000 | ||||||||
Beginning balance at Dec. 31, 2019 | $ 417,359 | ||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 10,003,000 | ||||||||
Issuance of Series B convertible preferred stock, net of issuance costs | $ 435,543 | ||||||||
Issuance of Series B convertible preferred stock, net of issuance costs, (in shares) | 27,223,000 | ||||||||
Issuance of common stock in connection with license agreement | 388 | 388 | |||||||
Issuance of common stock in connection with license agreement (in shares) | 63,000 | ||||||||
Vesting of restricted stock (in shares) | 2,809,000 | ||||||||
Exercise of stock options | 37 | 37 | |||||||
Exercise of stock options (in shares) | 26,000 | ||||||||
Stock-based compensation expense | 1,871 | 1,871 | |||||||
Unrealized loss on marketable securities, net | (3) | (3) | |||||||
Net income (loss) | (120,683) | (120,683) | |||||||
Ending balance at Jun. 30, 2020 | (260,932) | $ 1 | 3,854 | 23 | (264,810) | ||||
Ending balance (in shares) at Jun. 30, 2020 | 134,113,000 | ||||||||
Ending balance at Jun. 30, 2020 | $ 852,902 | ||||||||
Ending balance (in shares) at Jun. 30, 2020 | 12,901,000 | ||||||||
Beginning balance at Dec. 31, 2020 | $ (421,184) | $ 2 | 8,216 | 30 | (429,432) | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 134,113,000 | 134,113,000 | |||||||
Beginning balance at Dec. 31, 2020 | $ 852,897 | $ 852,897 | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 16,170,000 | 16,170,000 | |||||||
Conversion of convertible preferred stock into common stock upon initial public offering | $ 852,897 | $ 13 | 852,884 | ||||||
'Conversion of convertible preferred stock into common stock, upon initial public offering (in shares) | (134,113,000) | ||||||||
Conversion of convertible preferred stock into common stock, upon initial public offering | $ (852,897) | ||||||||
Conversion of convertible preferred stock into common stock, upon initial public offering (in shares) | 134,113,000 | ||||||||
Issuance of common stock in initial public offering, net of offering costs | $ 626,405 | $ 3 | $ 626,402 | ||||||
Issuance of common stock in initial public offering, net of offering costs (in shares) | 27,025,000 | ||||||||
Vesting of restricted stock (in shares) | 2,851,000 | ||||||||
Exercise of stock options | $ 631 | 631 | |||||||
Exercise of stock options (in shares) | 417,000 | 417,000 | |||||||
Stock-based compensation expense | $ 9,099 | 9,099 | |||||||
Unrealized loss on marketable securities, net | (17) | (17) | |||||||
Net income (loss) | (161,934) | (161,934) | |||||||
Ending balance at Jun. 30, 2021 | $ 905,897 | $ 18 | $ 1,497,232 | $ 13 | $ (591,366) | ||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 0 | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 180,576,000 | 180,576,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Series B Convertible Preferred Stock | ||
Convertible preferred stock, issuance costs | $ 28 | |
IPO | ||
Issuance of common stock in initial public offering, net of offering costs | $ 49,220 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
OPERATING ACTIVITIES: | |||||
Net loss | $ (161,934) | $ (120,683) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation | $ 2,600 | $ 1,400 | 4,853 | 2,646 | |
Stock-based compensation expense | 9,099 | 1,871 | |||
Change in the estimated fair value of contingent consideration | 18,556 | 14,339 | |||
Change in the estimated fair value of success payment liabilities | 32,469 | 38,481 | |||
Non-cash expense for operating lease right-of-use assets | 2,838 | 1,790 | |||
Other non-cash items, net | (2,022) | 493 | |||
Changes in operating assets and liabilities: | |||||
Prepaid expenses and other assets | (1,719) | 423 | |||
Operating lease right-of-use assets and liabilities | 3,386 | 91 | |||
Accounts payable | (373) | 1,864 | |||
Accrued expenses and other liabilities | 4,378 | (4,228) | |||
Net cash used in operating activities | (90,469) | (62,913) | |||
INVESTING ACTIVITIES: | |||||
Purchases of marketable securities | (165,551) | (43,121) | |||
Proceeds from sales and maturities of marketable securities | 195,914 | 54,120 | |||
Purchases of property and equipment | (16,596) | (8,290) | |||
Net cash provided by investing activities | 13,767 | 2,709 | |||
FINANCING ACTIVITIES: | |||||
Proceeds from initial public offering of common stock, net of offering costs | 626,405 | ||||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 435,543 | ||||
Proceeds from exercise of stock options | 631 | 37 | |||
Net cash provided by financing activities | 627,036 | 435,580 | |||
Net increase in cash, cash equivalents, and restricted cash | 550,334 | 375,376 | |||
Cash, cash equivalents, and restricted cash at beginning of period | 126,949 | 81,807 | $ 81,807 | ||
Cash, cash equivalents, and restricted cash at end of period | $ 677,283 | $ 457,183 | 677,283 | 457,183 | $ 126,949 |
SUPPLEMENTAL CASH FLOW DISCLOSURES: | |||||
Tenant improvement allowance included in operating lease liabilities | 4,935 | 3,745 | |||
Purchases of property and equipment included in accounts payable and accrued liabilities | 3,414 | 2,289 | |||
Cash received from lessor for tenant improvement allowance | $ 3,386 | 91 | |||
Right-of-use assets obtained in exchange for operating lease liabilities | $ 19,971 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization | 1. Organization Sana Biotechnology, Inc. (the Company or Sana) was incorporated in Delaware on July 13, 2018 (inception) as FD Therapeutics, Inc., and changed its name to Sana Biotechnology, Inc. on September 17, 2018. Sana is a biotechnology company focusing on utilizing engineered cells as medicines. The Company’s operations to date have included identifying and developing potential product candidates, executing preclinical studies, establishing manufacturing capabilities, acquiring technology, organizing and staffing the Company, business planning, establishing the Company’s intellectual property portfolio, raising capital, and providing general and administrative support for these operations. Reverse stock split In January 2021, the Company’s board of directors approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1-for-4 Initial public offering In February 2021, the Company successfully completed its initial public offering (IPO) of its common stock. In connection with its IPO, the Company issued 27.0 million shares of its common stock, including 3.5 million shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a price of $25.00 per share, and received $626.4 million in net proceeds, after deducting underwriting discounts and commissions of $45.2 million and offering expenses of $4.0 million. At the closing of the IPO, 134.1 million shares of convertible preferred stock then outstanding were automatically converted into shares of common stock. The related carrying value of the converted preferred stock of $852.9 million was reclassified to common stock and additional paid in-capital. Need for additional capital The Company is subject to a number of risks and uncertainties similar to other biotechnology companies in the development stage, including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, the need to obtain marketing approval for its product candidates, building out internal and external manufacturing capabilities, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s products, the need to protect the Company’s intellectual property and proprietary technology, and the need to attract and retain key scientific and management personnel. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability. Until such time as the Company can generate significant revenue from product sales, if ever, it expects to finance its operations from the sale of additional equity or debt financings or other capital obtained in connection with strategic collaborations or licensing or other arrangements. In the event that additional financing is required, the Company may not be able to raise it on terms acceptable to it or at all. The Company has incurred operating losses each year since inception and expects such losses to continue for the foreseeable future. As of June 30, 2021, the Company had cash, cash equivalents, and marketable securities of $930.8 million, and an accumulated deficit of $591.4 million, which includes non-cash charges of $106.5 million and $89.2 million related to the revaluation of the success payment liabilities and contingent consideration, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 24, 2021 (2020 Form 10-K). The significant accounting policies used in the preparation of these condensed consolidated financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 are consistent with those discussed in Note 2 in the 2020 Form 10-K. Basis of presentation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The Company’s condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP). Certain prior period amounts have been reclassified to conform to current period presentation. Use of estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates in the Company’s condensed consolidated financial statements relate to success payment liabilities, contingent consideration, business combinations, accrued expenses, and the valuation of stock options. Recent accounting pronouncements Recently adopted Accounting Standards Updates (ASU) No. 2016-13, Financial Instruments—Credit Losses (Topic 362): Measurement of Credit Losses on Financial Statements, ASU No. 2019-05 Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief, ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses In June 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 362): Measurement of Credit Losses on Financial Statements (ASU 2016-13). The new standard requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. It also limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which the carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. The targeted transition relief standard allows companies an option to irrevocably elect the fair value option of ASC 825-10, Financial Instruments-Overall, applied on an instrument-by-instrument basis for eligible instruments. The Company adopted ASU 2016-13 effective January 1, 2021. The adoption of the guidance did not have a material impact on the condensed consolidated financial statements and related disclosures, and there was no allowance for losses on available-for-sale debt securities attributable to credit risk for the three and six months ended June 30, 2021. Not yet adopted ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). To address concerns over the cost and complexity of the two-step goodwill impairment test, the amendments in this ASU remove the second step of the test. An entity will instead apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. The new standard will be effective beginning January 1, 2023. The adoption of ASU 2017-04 is not expected to have a material impact on the Company’s consolidated financial statements. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Oscine Corp. In September 2020, the Company entered into a stock purchase agreement to acquire 100% of the outstanding equity in Oscine Corp. (Oscine) for a purchase price of $8.5 million, of which $7.6 million was an upfront cash payment, and $0.9 million was set aside to satisfy certain general representations and warranties as set forth in the stock purchase agreement (Oscine Holdback Amount). The primary asset acquired in the acquisition was in-process research and development (IPR&D) technology related to Oscine’s glial progenitor ex vivo Business Combinations definition of a business, and the asset had no alternative future use. The transaction was accounted for as an asset acquisition , and the purchase price of $ 8.5 million was recorded in research and development expense for the three months ended September 30, 2020 . The Oscine Holdback Amount will be held until December 2021, which is 15 months following the consummation of the acquisition, at which time the remainder of the balance, after payment of any claims, will be released. In addition, the Company is required to make up to an aggregate of $225.8 million in future milestone payments upon the achievement of certain development and commercial milestones. Cobalt Biomedicine, Inc. In February 2019, the Company acquired 100% of the outstanding equity in Cobalt Biomedicine, Inc. (Cobalt), a privately-held early-stage biotechnology company developing a platform technology using its fusogen technology to specifically and consistently deliver various biological payloads to cells. Pursuant to the terms and conditions in the Cobalt acquisition agreement, the Company has an obligation to pay contingent consideration (Cobalt Contingent Consideration) of up to an aggregate of $500.0 million to certain former Cobalt stockholders upon the achievement of certain pre-specified development milestones. Additionally, the Company is obligated to pay a success payment (Cobalt Success Payment) of up to $500.0 million, payable in cash or stock, at the Company’s discretion. The Cobalt Success Payment is payable if, at pre-determined valuation measurement dates, including the Company’s IPO and periodically thereafter, the Company’s market capitalization equals or exceeds $8.1 billion, and the Company is advancing a program based on the fusogen technology in a clinical trial pursuant to an investigational new drug application (IND), or has filed for, or received approval for, a biologics license application (BLA) or new drug application (NDA). The Cobalt Success Payment can be achieved over a maximum of 20 years from the date of the Cobalt acquisition, but this period could be shorter upon the occurrence of certain events. As of June 30, 2021, a Cobalt Success Payment had not been triggered. In addition to an IPO, a valuation measurement date would be triggered upon a change of control of the Company if at least one Company product based on the fusogen technology is the subject of an active research program at the time of such change of control. If there is a change of control and the Company’s market capitalization is below $8.1 billion as of the date of the change of control, the amount of the potential Cobalt Success Payment will decrease, and the amount of potential Cobalt Contingent Consideration will increase. The following table sets forth various thresholds for the Company’s market capitalizations as of the date of a change of control and the resulting potential Cobalt Success Payment and additional potential Cobalt Contingent Consideration: Sana market capitalization upon a change of control and resulting impact to Cobalt Success Payment and additional potential Cobalt Contingent Consideration Cobalt Success Payment Additional potential Cobalt Contingent Consideration (in millions) Equal to or exceeds $8.1 billion $ 500 $ - Equal to or exceeds $7.4 billion, but less than $8.1 billion 150 350 Equal to or exceeds $6.8 billion, but less than $7.4 billion 100 400 Less than $6.8 billion - 500 The Cobalt Success Payment and Cobalt Contingent Consideration liabilities are carried at fair value with changes in fair value recognized on the condensed consolidated statements of operations in research and development related success payments and contingent consideration. As of June 30, 2021 and December 31, 2020, the estimated fair value of the Cobalt Success Payment liability was $89.8 million and $64.7 million, respectively, and the estimated fair value of the Cobalt Contingent Consideration was $140.5 million and $121.9 million, respectively. For the three months ended June 30, 2021 and 2020, the Company recognized a gain of $66.6 million and an expense of $33.5 million in connection with the change in fair value of the Cobalt Success Payment, respectively, and expenses of $7.2 million and $14.0 million in connection with the change in the estimated fair value of the Cobalt Contingent Consideration, respectively. For the six months ended June 30, 2021 and 2020, the Company recognized expenses of $25.1 million and $33.9 million, respectively, in connection with the change in fair value of the Cobalt Success Payment, and $18.6 million and $14.3 million, respectively, in connection with the change in the estimated fair value of the Cobalt Contingent Consideration. |
Intangible Asset and Goodwill
Intangible Asset and Goodwill | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible asset and goodwill | 4. Intangible asset and goodwill As of June 30, 2021, the Company had an intangible asset of $59.2 million, which consists of IPR&D acquired in 2019 from the Cobalt acquisition. The IPR&D is classified as indefinite-lived until the successful completion of the associated research and development technology, at which point it becomes a finite-lived asset that will be amortized over its estimated useful life. As of June 30, 2021, there was no amortization of the intangible asset. As of June 30, 2021, the Company had goodwill of $140.6 million, which represents the excess of the purchase price over the estimated fair value of the net assets acquired from the Cobalt acquisition in 2019. There were no impairments of the intangible asset or goodwill since the acquisition. |
License and collaboration agree
License and collaboration agreements | 6 Months Ended |
Jun. 30, 2021 | |
License And Collaboration Agreements [Abstract] | |
License and Collaboration Agreements | 5. License and collaboration agreements President and Fellows of Harvard College In March 2019, the Company entered into an exclusive license agreement with the President and Fellows of Harvard College (Harvard) to access certain intellectual property for the development of hypo-immune cells. Under the terms of the agreement, the Company may be required to make success payments to Harvard up to an aggregate of $175.0 million, payable in cash, based on increases in the fair value of the Company’s common stock (Harvard Success Payments). The potential Harvard Success Payments are based on multiples of increased value ranging from 5x to 40x, based on a comparison of the fair market value of the Company’s common stock relative to the original issuance price of $4.00 per share at pre-determined valuation measurement dates which include: the one year anniversary of the IPO and periodically thereafter, the date of the consummation of a merger, an asset sale, or the sale of the majority of the shares held by the Company’s Series A convertible preferred stockholders, and the last day of the term of the success payments. The first Harvard valuation measurement date is expected to occur in February 2022, one year from the IPO. The aggregate amount of the Harvard Success Payments does not exceed an aggregate of $175.0 million, which would only occur upon a 40x increase in value of the Company’s common stock. If a higher success payment tier is first met at the same time a lower tier is first met, both tiers will be owed. Any previous success payments made to Harvard would be credited against the success payment owed as of any valuation measurement date so that Harvard does not receive multiple success payments in connection with the same threshold. The Harvard Success Payments can be achieved over a maximum of 12 years from the effective date of the agreement. The following table summarizes the potential success payments and common stock price required for payment: Multiple of Equity Value at Issuance 5x 10x 20x 30x 40x Per share common stock price required for payment $ 20.00 $ 40.00 $ 80.00 $ 120.00 $ 160.00 Success payment(s) (in millions) $ 5.0 $ 15.0 $ 30.0 $ 50.0 $ 75.0 The Harvard Success Payment liabilities are carried at fair value with changes in fair value recognized on the condensed consolidated statements of operations in research and development related success payments and contingent consideration. As of June 30, 2021 and December 31, 2020, the estimated fair value of the Harvard Success Payment liability was $19.1 million and $11.8 million, respectively. As of June 30, 2021 and December 31, 2020, $5.0 million and $0, respectively, were recorded in short-term liabilities, and $14.1 million and $11.8 million, respectively, were recorded in long-term liabilities in the condensed consolidated balance sheet. For the three months ended June 30, 2021 and 2020, the Company recognized a gain of $16.6 million and an expense of $4.4 million, respectively, in connection with the change in the estimated fair value of the Harvard Success Payment liability. For the six months ended June 30, 2021 and 2020, the Company recognized expenses of $7.3 million and $4.6 million, respectively, in connection with the change in the estimated fair value of the Harvard Success Payment liability. In connection with this agreement, the Company also paid Harvard a license payment of $6.0 million in June 2020 that was contingent upon the closing of the Company’s Series B convertible preferred stock financing. |
Restricted Cash
Restricted Cash | 6 Months Ended |
Jun. 30, 2021 | |
Restricted Cash And Cash Equivalents [Abstract] | |
Restricted Cash | 6. Restricted cash As of June 30, 2021 and December 31, 2020, the Company maintained standby letters of credit of $2.1 million, which are collateralized with a bank account at a financial institution in accordance with the applicable lease agreements. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. Fair value measurements The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy: June 30, 2021 Valuation Hierarchy Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Estimated Fair Value (in thousands) Financial assets: Cash equivalents: Money market funds Level 1 $ 656,524 $ - $ - $ 656,524 Corporate debt securities Level 2 180 - - 180 Total cash equivalents 656,704 - - 656,704 Short-term marketable securities: U.S. government and agency securities Level 2 124,906 21 - 124,927 Corporate debt securities Level 2 52,776 4 (11 ) 52,769 Total short-term marketable securities 177,682 25 (11 ) 177,696 Long-term marketable securities: U.S. government and agency securities Level 2 74,464 7 (4 ) 74,467 Corporate debt securities Level 2 3,471 - (4 ) 3,467 Total long-term marketable securities 77,935 7 (8 ) 77,934 Total financial assets $ 912,321 $ 32 $ (19 ) $ 912,334 Financial liabilities: Short-term financial liabilities: Success payment liabilities Level 3 $ 5,000 $ - $ - $ 5,000 Long-term financial liabilities: Contingent consideration Level 3 140,457 - - 140,457 Success payment liabilities Level 3 103,963 - - 103,963 Total financial liabilities $ 249,420 $ - $ - $ 249,420 December 31, 2020 Valuation Hierarchy Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Estimated Fair Value (in thousands) Financial assets: Cash equivalents: Money market funds Level 1 $ 48,359 $ - $ - $ 48,359 U.S. government and agency securities Level 2 40,727 1 (1 ) 40,727 Corporate debt securities Level 2 1,138 - - 1,138 Total cash equivalents 90,224 1 (1 ) 90,224 Short-term marketable securities: U.S. government and agency securities Level 2 244,637 30 (5 ) 244,662 Corporate debt securities Level 2 8,798 - (2 ) 8,796 Total short-term marketable securities 253,435 30 (7 ) 253,458 Long-term marketable securities: U.S. government and agency securities Level 2 33,724 7 - 33,731 Total long-term marketable securities 33,724 7 - 33,731 Total financial assets $ 377,383 $ 38 $ (8 ) $ 377,413 Financial liabilities: Long-term financial liabilities: Contingent consideration Level 3 $ 121,901 $ - $ - $ 121,901 Success payment liabilities Level 3 76,494 - - 76,494 Total financial liabilities $ 198,395 $ - $ - $ 198,395 The Company measures the fair value of money market funds based on quoted prices in active markets for identical assets or liabilities. The Level 2 marketable securities include U.S. government, agency securities, and corporate debt securities and are valued based on either recent trades of securities in inactive markets or quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. Securities in an unrealized loss position have been in an unrealized loss position for less than one year. The Company determined that there was no material change in the credit risk of the above investments during the six months ended June 30, 2021. As such, an allowance for credit losses would not be recognized. As of June 30, 2021, the Company does not intend to sell such securities, and it is not more-likely-than-not that the Company will be required to sell the securities prior to the recovery of the amortized cost basis. As of June 30, 2021, all marketable securities had an effective maturity date of two years or less. Investments in securities with maturities of less than one year, or those for which management intends to use to fund current operations, are included in current assets and classified as available-for-sale. As of June 30, 2021, the balance in accumulated other comprehensive income (loss) included the net unrealized gains (losses) related to the Company’s available-for-sale debt securities. There were no material realized gains or losses recognized on the sale or maturity of available-for-sale securities during the three and six months ended June 30, 2021 or 2020. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities: Contingent Consideration Cobalt Success Payment Liability Harvard Success Payment Liability (in thousands) Balance as of December 31, 2020 $ 121,901 $ 64,694 $ 11,800 Changes in fair value - expense (gain) 11,393 91,757 23,900 Balance as of March 31, 2021 133,294 156,451 35,700 Changes in fair value - expense (gain) 7,163 (66,632 ) (16,556 ) Balance as of June 30, 2021 $ 140,457 $ 89,819 $ 19,144 Contingent consideration The Company utilizes significant estimates and assumptions it believes would be made by a market participant in determining the estimated fair value of the Cobalt Contingent Consideration at each balance sheet date. The fair value of the Cobalt Contingent Consideration was determined by calculating the probability-weighted estimated value of the pre-specified development milestone payments based on the assessment of the likelihood and estimated timing that the milestones would be achieved and the applicable discount rates. The discount rate captures the credit risk associated with the payment of the contingent consideration when earned and due. The Company assesses these estimates on an on-going basis as additional data impacting the assumptions are obtained. The fair value of the Cobalt Contingent Consideration was calculated using the following unobservable inputs: June 30, 2021 December 31, 2020 Unobservable Input Range Weighted-Average Range Weighted-Average Discount rates 7.2% - 8.6% 7.7% 10.5% - 10.8% 10.6% Probability of milestone achievement 5.0% - 65.0% 27.9% 2.5% - 65.0% 27.6% The weighted-average unobservable inputs were calculated based on the relative value of the pre-specified development milestones. The estimated fair value of the Cobalt Contingent Consideration may change significantly as development progresses and additional data are obtained, impacting the assumptions regarding probabilities of successful achievement of the milestones used to estimate the fair value of the liability and the timing in which they are expected to be achieved. In evaluating the fair value assumptions, judgment is required to interpret the market data used to develop the estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions, inputs and/or different valuation techniques could result in materially different fair value estimates. Success payments The Company utilizes significant estimates and assumptions in determining the estimated fair value of the success payment liabilities and the associated expense or gain at each balance sheet date. The estimated fair value of the Cobalt and Harvard success payment liabilities was determined using a Monte Carlo simulation methodology, which models the estimated fair value of the liability based on several key assumptions, including: the expected volatility, remaining term, risk-free interest rate, estimated number and timing of valuation measurement dates on the basis of which payment may be triggered, and for the Cobalt Success Payment, the Company’s market capitalization, and for the Harvard Success Payments, the per share fair value of the Company’s common stock. The fair values of the Cobalt and Harvard success payment liabilities were calculated using the following unobservable inputs: June 30, 2021 December 31, 2020 Unobservable Input Cobalt Harvard Cobalt Harvard Expected stock price volatility 70.0% 70.0% 70.0% 70.0% Expected term (years) 17.6 9.7 18.1 10.2 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 8. Property and equipment, net Property and equipment, net consists of the following: June 30, 2021 December 31, 2020 (in thousands) Laboratory equipment $ 37,363 $ 26,958 Leasehold improvements 26,109 15,598 Construction in progress 6,887 11,180 Computer equipment, software, and other 901 776 Total property and equipment, at cost 71,260 54,512 Less: Accumulated depreciation (12,590 ) (7,737 ) Property and equipment, net $ 58,670 $ 46,775 Depreciation expense was $2.6 million and $1.4 million for the three months ended June 30, 2021 and 2020, respectively, and $4.9 million and $2.6 million for the six months ended June 30, 2021 and 2020, respectively. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Payables And Accruals [Abstract] | |
Accrued liabilities | 9. Accrued liabilities Accrued compensation and accrued expenses and other current liabilities consist of the following: June 30, 2021 December 31, 2020 (in thousands) Accrued compensation: Accrued bonuses $ 6,364 $ 11,582 Accrued paid time off 4,924 2,441 Other accrued compensation 4,006 1,997 Total accrued compensation $ 15,294 $ 16,020 Accrued expenses and other current liabilities: Accrued research and development $ 3,734 $ 1,197 Accrued professional fees 2,875 1,717 Accrued property and equipment 2,514 2,892 Other accrued current liabilities 3,707 3,660 Total accrued expenses and other current liabilities $ 12,830 $ 9,466 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and contingencies Lease commitments The Company’s lease portfolio is primarily comprised of operating leases for office, laboratory, and non-good manufacturing practices (GMP) pilot plant manufacturing space located in Seattle, WA, Cambridge, MA, and South San Francisco, CA. Operating leases have contractual periods expiring between April 2024 and April 2030. These leases contain various rent abatement periods, after which they require monthly lease payments that may be subject to annual increases throughout the lease term. The Seattle and South San Francisco lease agreements each provide the Company with the option to renew for an additional period of five years. The Company is not reasonably certain it will renew these leases, and therefore the renewal options are not considered in the remaining lease term for these leases. Certain leases provide the Company the right to make tenant improvements, including the addition of laboratory space, and include a lease incentive allowance. The following table contains additional information related to our operating leases: Location Approximate Square Footage Commencement Dates Expiration Dates Seattle, WA 48,086 March 2019 to September 2020 December 2026 to April 2028 Cambridge, MA 56,859 March 2019 to May 2020 November 2025 to February 2028 South San Francisco, CA 66,075 December 2019 to October 2020 April 2024 to April 2030 Throughout the term of the lease agreements, the Company is responsible for paying certain operating costs in addition to rent, such as common area maintenance, taxes, utilities, and insurance. These additional charges are considered variable lease costs and are recognized in the period in which the costs are incurred. The following table summarizes the Company’s lease costs: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Operating lease cost $ 2,898 $ 2,676 $ 5,796 $ 5,120 Short-term lease cost - 474 512 944 Variable lease cost 1,642 848 2,729 1,469 Total lease cost $ 4,540 $ 3,998 $ 9,037 $ 7,533 As of June 30, 2021, the weighted-average remaining lease term was 7.1 years and the weighted-average incremental borrowing rate was 10.73%. The following table reconciles the Company’s undiscounted operating lease cash flows by fiscal year, to the present value of the operating lease liabilities as of June 30, 2021 (in thousands): 2021 (remaining 6 months) $ 6,536 2022 15,535 2023 15,989 2024 15,663 2025 15,621 2026 and thereafter 42,616 Total undiscounted lease payments 111,960 Less: imputed interest (34,872 ) Less: tenant improvement allowances (4,935 ) Present value of operating lease liabilities $ 72,153 |
Convertible Preferred Stock
Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Convertible preferred stock | 11. Convertible preferred stock In 2018, the Company issued 11.5 million shares of its Series A-1 convertible preferred stock at $4.00 per share, for gross proceeds of $45.9 million. In 2019, the Company issued 56.0 million shares of its Series A-2 convertible preferred stock at $4.00 per share, for gross proceeds of $224.0 million. In 2020, the Company issued 27.2 million shares of Series B convertible preferred stock at $16.00 per share, for gross proceeds of $435.6 million. Immediately prior to the closing of the Company’s IPO in February 2021, all outstanding shares of convertible preferred stock converted into 134.1 million shares of common stock. There were no shares of convertible preferred stock outstanding as of June 30, 2021. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Common Stock | 12. Common stock The Company amended and restated its certificate of incorporation, effective February 2021, increasing the number of shares of all classes of stock the Company has authority to issue to 800.0 million shares, of which 750.0 million shares are common stock, and 50.0 million shares are preferred stock. As of June 30, 2021, there were 180.6 million shares of the Company’s common stock outstanding, excluding 7.2 million shares of restricted common stock outstanding that are subject to vesting requirements. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based compensation | 13. Stock-based compensation 2021 Incentive Award Plan In February 2021, the Company adopted the 2021 Incentive Award Plan, which became effective on the completion of the Company’s IPO. The 2021 Incentive Award Plan provides for a variety of stock-based compensation awards, including stock options, restricted stock awards (RSAs), and restricted stock units (RSUs). In conjunction with adopting the 2021 Incentive Award Plan, the Company discontinued the 2018 Equity Incentive Plan with respect to new equity awards. The number of shares of the Company’s common stock reserved for issuance is subject to automatically increase by 5% of all shares outstanding at the beginning of each calendar year. 2021 Employee Stock Purchase Plan In February 2021, the Company adopted the 2021 Employee Stock Purchase Plan (2021 ESPP), which became effective on the completion of the Company’s IPO. The 2021 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their earnings, subject to plan limitations. Unless otherwise determined by the Company’s board of directors, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first date of an offering or on the purchase date. The number of shares of the Company’s common stock reserved for issuance under the 2021 ESPP is subject to automatically increase by 1% of all shares outstanding at the beginning of each calendar year. The Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. 2018 Equity Incentive Plan In October 2018, the Company adopted the 2018 Equity Incentive Plan (2018 Plan) under which it may grant incentive stock options, non-statutory stock options, RSAs, RSUs, and other stock-based awards to any person, including officers, directors, and consultants. Terms of stock agreements, including vesting requirements, are determined by the Company’s board of directors, or by a committee appointed by the board of directors, subject to the provisions of the 2018 Plan. The 2018 Plan terminated as of the adoption of the 2021 Incentive Award Plan. Stock-based compensation expense Stock-based compensation expense is recognized in the condensed consolidated statements of operations as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Research and development $ 3,148 $ 927 $ 5,816 $ 1,575 General and administrative 1,793 189 3,283 296 Total stock-based compensation expense $ 4,941 $ 1,116 $ 9,099 $ 1,871 Unrecognized stock-based compensation costs related to unvested awards and the weighted-average period over which the costs are expected to be recognized as of June 30, 2021 are as follows: Stock Options RSAs RSUs Unrecognized stock-based compensation expense (in thousands) $ 59,901 $ 2,520 $ 258 Weighted-average period costs expected to be recognized (years) 3.1 1.3 1.7 Stock options A summary of the Company’s stock option activity is as follows: Stock Options (in thousands) Weighted- Average Exercise Price per Share Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2020 15,677 $ 4.52 Granted 1,558 24.43 Exercised (417 ) 1.58 Forfeited/Cancelled (376 ) 3.67 Outstanding as of June 30, 2021 16,442 $ 6.42 9.0 $ 216,379 Exercisable as of June 30, 2021 2,698 $ 1.52 8.3 $ 48,928 The fair value of stock options granted to employees, directors, and consultants was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions: Six Months Ended June 30, Assumptions 2021 2020 Risk free interest rate 0.46%-1.14% 0.41%-1.51% Expected volatility 70.00 % 70.00 % Expected term (years) 5.50 - 6.25 6.25-6.75 Expected dividend 0.00 % 0.00 % The following table summarizes additional information related to stock option activity: Six Months Ended June 30, 2021 2020 Weighted average grant date fair value per share for options granted $ 15.30 $ 1.21 Aggregate intrinsic value of stock options exercised (in thousands) $ 9,464 $ 23 Restricted stock awards A summary of the Company’s RSA activity is as follows: RSAs (in thousands) Weighted-Average Grant Date Fair Value per Share Unvested shares as of December 31, 2020 10,079 $ 0.33 Vested (2,851 ) 0.25 Forfeited (15 ) 0.73 Unvested shares as of June 30, 2021 7,213 $ 0.36 The fair value of vested RSAs for the three months ended June 30, 2021 and 2020 was $0.4 million and $0.2 million, respectively, and $0.7 million and $0.4 million for the six months ended June 30, 2021 and 2020, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income taxes The Company’s income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in the quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate primarily due to a valuation allowance on the deferred tax assets. Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax basis of assets and liabilities using statutory rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. Due to the uncertainty surrounding the realization of the favorable tax attributes in future tax returns, the Company has recorded a full valuation allowance against the Company’s otherwise recognizable net deferred tax assets. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 15. Net income (loss) per share Basic and diluted earnings per share are computed using the two-class method, which is an allocation of earnings between the holders of common stock and a company’s participating security holders. The Company’s unvested restricted stock awards are considered participating securities because they are legally issued at the grant date and holders have a non-forfeitable right to receive dividends. Basic EPS is generally computed by dividing net income attributable to common stockholders by the weighted-average shares of common stock outstanding during the period. Diluted earnings per share is generally computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, increased to include the number of shares of common stock that would have been outstanding had potential dilutive shares of common stock been issued. The dilutive effect of restricted stock units and stock options are reflected in diluted net income per share by applying the treasury stock method. The following table summarizes the calculation of basic and diluted net income (loss) per share of common stock: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands, except per share amounts) Basic earnings per common share: Net income (loss) $ 18,683 $ (87,808 ) $ (161,934 ) $ (120,683 ) Less: net income allocated to participating securities (1) (749 ) - - - Net income attributable to common stockholders $ 17,934 $ (87,808 ) $ (161,934 ) $ (120,683 ) Weighted-average number of common shares - basic 179,899 12,232 149,683 11,526 Basic earnings per common share $ 0.10 $ (7.18 ) $ (1.08 ) $ (10.47 ) Diluted earnings per common share: Net income (loss) $ 18,683 $ (87,808 ) $ (161,934 ) $ (120,683 ) Less: net income allocated to participating securities (1) (749 ) - - - Net income attributable to common stockholders $ 17,934 $ (87,808 ) $ (161,934 ) $ (120,683 ) Weighted-average number of common shares - basic 179,899 12,232 149,683 11,526 Effect of dilutive securities: Stock options and restricted stock units 10,609 - - - Weighted-average number of common shares - diluted 190,508 12,232 149,683 11,526 Diluted earnings per common share $ 0.09 $ (7.18 ) $ (1.08 ) $ (10.47 ) (1) Restricted stock awards granted to employees by the Company are considered participating securities. The following securities were excluded from the computation of net income (loss) per diluted share of common stock for periods presented as their effect would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Convertible preferred stock - 134,113 - 134,113 Unvested restricted common stock - 13,743 7,213 13,743 Options to purchase common stock 1,553 8,154 16,442 8,154 Unvested RSUs - 328 328 328 Total 1,553 156,338 23,983 156,338 |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Jun. 30, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | 16. Employee benefit plan In January 2019, the Company adopted a 401(k) retirement and savings plan (the 401(k) Plan) covering all employees. The 401(k) Plan allows employees to make pre- and post-tax contributions up to the maximum allowable amount set by the IRS. The Company has not made a matching contribution since plan inception. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent events In July 2021, the Company entered into an agreement to lease 163,193 square feet of industrial space located in Fremont, CA for the construction of a GMP manufacturing facility. The initial term of the lease is July 2021 through November 2031 and includes the option to extend for up to two additional five-year |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The Company’s condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP). Certain prior period amounts have been reclassified to conform to current period presentation. |
Use of estimates | Use of estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates in the Company’s condensed consolidated financial statements relate to success payment liabilities, contingent consideration, business combinations, accrued expenses, and the valuation of stock options. |
Recent accounting pronouncements | Recent accounting pronouncements Recently adopted Accounting Standards Updates (ASU) No. 2016-13, Financial Instruments—Credit Losses (Topic 362): Measurement of Credit Losses on Financial Statements, ASU No. 2019-05 Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief, ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses In June 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 362): Measurement of Credit Losses on Financial Statements (ASU 2016-13). The new standard requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. It also limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which the carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. The targeted transition relief standard allows companies an option to irrevocably elect the fair value option of ASC 825-10, Financial Instruments-Overall, applied on an instrument-by-instrument basis for eligible instruments. The Company adopted ASU 2016-13 effective January 1, 2021. The adoption of the guidance did not have a material impact on the condensed consolidated financial statements and related disclosures, and there was no allowance for losses on available-for-sale debt securities attributable to credit risk for the three and six months ended June 30, 2021. Not yet adopted ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). To address concerns over the cost and complexity of the two-step goodwill impairment test, the amendments in this ASU remove the second step of the test. An entity will instead apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. The new standard will be effective beginning January 1, 2023. The adoption of ASU 2017-04 is not expected to have a material impact on the Company’s consolidated financial statements. |
Acquisitions - (Tables)
Acquisitions - (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of Various Thresholds for Market Capitalizations Resulting Potential Success Payment and Additional Potential Contingent Consideration | The following table sets forth various thresholds for the Company’s market capitalizations as of the date of a change of control and the resulting potential Cobalt Success Payment and additional potential Cobalt Contingent Consideration: Sana market capitalization upon a change of control and resulting impact to Cobalt Success Payment and additional potential Cobalt Contingent Consideration Cobalt Success Payment Additional potential Cobalt Contingent Consideration (in millions) Equal to or exceeds $8.1 billion $ 500 $ - Equal to or exceeds $7.4 billion, but less than $8.1 billion 150 350 Equal to or exceeds $6.8 billion, but less than $7.4 billion 100 400 Less than $6.8 billion - 500 |
License and collaboration agr_2
License and collaboration agreements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
License And Collaboration Agreements [Abstract] | |
Summary of Potential Success Payments and Common Stock Price Required for Payment | The following table summarizes the potential success payments and common stock price required for payment: Multiple of Equity Value at Issuance 5x 10x 20x 30x 40x Per share common stock price required for payment $ 20.00 $ 40.00 $ 80.00 $ 120.00 $ 160.00 Success payment(s) (in millions) $ 5.0 $ 15.0 $ 30.0 $ 50.0 $ 75.0 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Assets and Liabilities Measured on Recurring Basis | The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy: June 30, 2021 Valuation Hierarchy Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Estimated Fair Value (in thousands) Financial assets: Cash equivalents: Money market funds Level 1 $ 656,524 $ - $ - $ 656,524 Corporate debt securities Level 2 180 - - 180 Total cash equivalents 656,704 - - 656,704 Short-term marketable securities: U.S. government and agency securities Level 2 124,906 21 - 124,927 Corporate debt securities Level 2 52,776 4 (11 ) 52,769 Total short-term marketable securities 177,682 25 (11 ) 177,696 Long-term marketable securities: U.S. government and agency securities Level 2 74,464 7 (4 ) 74,467 Corporate debt securities Level 2 3,471 - (4 ) 3,467 Total long-term marketable securities 77,935 7 (8 ) 77,934 Total financial assets $ 912,321 $ 32 $ (19 ) $ 912,334 Financial liabilities: Short-term financial liabilities: Success payment liabilities Level 3 $ 5,000 $ - $ - $ 5,000 Long-term financial liabilities: Contingent consideration Level 3 140,457 - - 140,457 Success payment liabilities Level 3 103,963 - - 103,963 Total financial liabilities $ 249,420 $ - $ - $ 249,420 December 31, 2020 Valuation Hierarchy Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Estimated Fair Value (in thousands) Financial assets: Cash equivalents: Money market funds Level 1 $ 48,359 $ - $ - $ 48,359 U.S. government and agency securities Level 2 40,727 1 (1 ) 40,727 Corporate debt securities Level 2 1,138 - - 1,138 Total cash equivalents 90,224 1 (1 ) 90,224 Short-term marketable securities: U.S. government and agency securities Level 2 244,637 30 (5 ) 244,662 Corporate debt securities Level 2 8,798 - (2 ) 8,796 Total short-term marketable securities 253,435 30 (7 ) 253,458 Long-term marketable securities: U.S. government and agency securities Level 2 33,724 7 - 33,731 Total long-term marketable securities 33,724 7 - 33,731 Total financial assets $ 377,383 $ 38 $ (8 ) $ 377,413 Financial liabilities: Long-term financial liabilities: Contingent consideration Level 3 $ 121,901 $ - $ - $ 121,901 Success payment liabilities Level 3 76,494 - - 76,494 Total financial liabilities $ 198,395 $ - $ - $ 198,395 |
Summary of Changes in Estimated Fair Value of Financial Liabilities | The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities: Contingent Consideration Cobalt Success Payment Liability Harvard Success Payment Liability (in thousands) Balance as of December 31, 2020 $ 121,901 $ 64,694 $ 11,800 Changes in fair value - expense (gain) 11,393 91,757 23,900 Balance as of March 31, 2021 133,294 156,451 35,700 Changes in fair value - expense (gain) 7,163 (66,632 ) (16,556 ) Balance as of June 30, 2021 $ 140,457 $ 89,819 $ 19,144 |
Cobalt Contingent Consideration | |
Fair Value of Contingent Consideration and Success Payment Liabilities Calculated Using Unobservable Inputs | The fair value of the Cobalt Contingent Consideration was calculated using the following unobservable inputs: June 30, 2021 December 31, 2020 Unobservable Input Range Weighted-Average Range Weighted-Average Discount rates 7.2% - 8.6% 7.7% 10.5% - 10.8% 10.6% Probability of milestone achievement 5.0% - 65.0% 27.9% 2.5% - 65.0% 27.6% |
Success Payment Liabilities | |
Fair Value of Contingent Consideration and Success Payment Liabilities Calculated Using Unobservable Inputs | The fair values of the Cobalt and Harvard success payment liabilities were calculated using the following unobservable inputs: June 30, 2021 December 31, 2020 Unobservable Input Cobalt Harvard Cobalt Harvard Expected stock price volatility 70.0% 70.0% 70.0% 70.0% Expected term (years) 17.6 9.7 18.1 10.2 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following: June 30, 2021 December 31, 2020 (in thousands) Laboratory equipment $ 37,363 $ 26,958 Leasehold improvements 26,109 15,598 Construction in progress 6,887 11,180 Computer equipment, software, and other 901 776 Total property and equipment, at cost 71,260 54,512 Less: Accumulated depreciation (12,590 ) (7,737 ) Property and equipment, net $ 58,670 $ 46,775 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Compensation and Accrued Expenses and Other Current Liabilities | Accrued compensation and accrued expenses and other current liabilities consist of the following: June 30, 2021 December 31, 2020 (in thousands) Accrued compensation: Accrued bonuses $ 6,364 $ 11,582 Accrued paid time off 4,924 2,441 Other accrued compensation 4,006 1,997 Total accrued compensation $ 15,294 $ 16,020 Accrued expenses and other current liabilities: Accrued research and development $ 3,734 $ 1,197 Accrued professional fees 2,875 1,717 Accrued property and equipment 2,514 2,892 Other accrued current liabilities 3,707 3,660 Total accrued expenses and other current liabilities $ 12,830 $ 9,466 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Additional Information Related to Operating Leases | The following table contains additional information related to our operating leases: Location Approximate Square Footage Commencement Dates Expiration Dates Seattle, WA 48,086 March 2019 to September 2020 December 2026 to April 2028 Cambridge, MA 56,859 March 2019 to May 2020 November 2025 to February 2028 South San Francisco, CA 66,075 December 2019 to October 2020 April 2024 to April 2030 |
Summary of Lease Costs | The following table summarizes the Company’s lease costs: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Operating lease cost $ 2,898 $ 2,676 $ 5,796 $ 5,120 Short-term lease cost - 474 512 944 Variable lease cost 1,642 848 2,729 1,469 Total lease cost $ 4,540 $ 3,998 $ 9,037 $ 7,533 |
Reconciliation of Undiscounted Operating Lease Cash Flows by Fiscal Year to Present Value of Operating Lease Liabilities | The following table reconciles the Company’s undiscounted operating lease cash flows by fiscal year, to the present value of the operating lease liabilities as of June 30, 2021 (in thousands): 2021 (remaining 6 months) $ 6,536 2022 15,535 2023 15,989 2024 15,663 2025 15,621 2026 and thereafter 42,616 Total undiscounted lease payments 111,960 Less: imputed interest (34,872 ) Less: tenant improvement allowances (4,935 ) Present value of operating lease liabilities $ 72,153 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Based Compensation Expense Recognized | Stock-based compensation expense is recognized in the condensed consolidated statements of operations as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Research and development $ 3,148 $ 927 $ 5,816 $ 1,575 General and administrative 1,793 189 3,283 296 Total stock-based compensation expense $ 4,941 $ 1,116 $ 9,099 $ 1,871 |
Schedule of Unrecognized Stock-Based Compensation Costs Related to Unvested Awards and Weighted-Average Period Over Which Costs are Expected to be Recognized | Unrecognized stock-based compensation costs related to unvested awards and the weighted-average period over which the costs are expected to be recognized as of June 30, 2021 are as follows: Stock Options RSAs RSUs Unrecognized stock-based compensation expense (in thousands) $ 59,901 $ 2,520 $ 258 Weighted-average period costs expected to be recognized (years) 3.1 1.3 1.7 |
Summary of Stock Option Activity | A summary of the Company’s stock option activity is as follows: Stock Options (in thousands) Weighted- Average Exercise Price per Share Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2020 15,677 $ 4.52 Granted 1,558 24.43 Exercised (417 ) 1.58 Forfeited/Cancelled (376 ) 3.67 Outstanding as of June 30, 2021 16,442 $ 6.42 9.0 $ 216,379 Exercisable as of June 30, 2021 2,698 $ 1.52 8.3 $ 48,928 |
Schedule of Assumptions Used in Black-Scholes Option-Pricing Model for Estimating Fair Value of Stock Options Granted | The fair value of stock options granted to employees, directors, and consultants was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions: Six Months Ended June 30, Assumptions 2021 2020 Risk free interest rate 0.46%-1.14% 0.41%-1.51% Expected volatility 70.00 % 70.00 % Expected term (years) 5.50 - 6.25 6.25-6.75 Expected dividend 0.00 % 0.00 % |
Summary of Additional Information Related to Stock Option Activity | The following table summarizes additional information related to stock option activity: Six Months Ended June 30, 2021 2020 Weighted average grant date fair value per share for options granted $ 15.30 $ 1.21 Aggregate intrinsic value of stock options exercised (in thousands) $ 9,464 $ 23 |
Summary of RSA Activity | A summary of the Company’s RSA activity is as follows: RSAs (in thousands) Weighted-Average Grant Date Fair Value per Share Unvested shares as of December 31, 2020 10,079 $ 0.33 Vested (2,851 ) 0.25 Forfeited (15 ) 0.73 Unvested shares as of June 30, 2021 7,213 $ 0.36 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Basic and Diluted Net Income (Loss) Per Share of Common Stock | The following table summarizes the calculation of basic and diluted net income (loss) per share of common stock: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands, except per share amounts) Basic earnings per common share: Net income (loss) $ 18,683 $ (87,808 ) $ (161,934 ) $ (120,683 ) Less: net income allocated to participating securities (1) (749 ) - - - Net income attributable to common stockholders $ 17,934 $ (87,808 ) $ (161,934 ) $ (120,683 ) Weighted-average number of common shares - basic 179,899 12,232 149,683 11,526 Basic earnings per common share $ 0.10 $ (7.18 ) $ (1.08 ) $ (10.47 ) Diluted earnings per common share: Net income (loss) $ 18,683 $ (87,808 ) $ (161,934 ) $ (120,683 ) Less: net income allocated to participating securities (1) (749 ) - - - Net income attributable to common stockholders $ 17,934 $ (87,808 ) $ (161,934 ) $ (120,683 ) Weighted-average number of common shares - basic 179,899 12,232 149,683 11,526 Effect of dilutive securities: Stock options and restricted stock units 10,609 - - - Weighted-average number of common shares - diluted 190,508 12,232 149,683 11,526 Diluted earnings per common share $ 0.09 $ (7.18 ) $ (1.08 ) $ (10.47 ) (1) Restricted stock awards granted to employees by the Company are considered participating securities. |
Anti-dilutive Securities Excluded from Calculation of Diluted Net Income (Loss) Per Share | The following securities were excluded from the computation of net income (loss) per diluted share of common stock for periods presented as their effect would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Convertible preferred stock - 134,113 - 134,113 Unvested restricted common stock - 13,743 7,213 13,743 Options to purchase common stock 1,553 8,154 16,442 8,154 Unvested RSUs - 328 328 328 Total 1,553 156,338 23,983 156,338 |
Organization - Additional Infor
Organization - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||||
Feb. 28, 2021USD ($)$ / sharesshares | Jan. 31, 2021 | Jun. 30, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Jun. 30, 2020shares | Dec. 31, 2019shares | |
Description Of Organization [Line Items] | ||||||
Entity incorporation, date of Incorporation | Jul. 13, 2018 | |||||
Reverse stock split, conversion ratio | 0.25 | |||||
Reverse stock split, description | In January 2021, the Company’s board of directors approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1-for-4 reverse stock split of shares of the Company’s common and convertible preferred stock, which was effected on January 27, 2021. | |||||
Proceeds from public offering of common stock, net of offering costs | $ 626,405 | |||||
Convertible preferred stock, shares outstanding | shares | 0 | 134,113,000 | ||||
Accumulated deficit | $ 591,366 | $ 429,432 | ||||
Cash, cash equivalents and marketable securities | 930,800 | |||||
Success payment liabilities | 106,500 | |||||
Contingent consideration | $ 89,200 | |||||
Convertible Preferred Stock | ||||||
Description Of Organization [Line Items] | ||||||
Convertible preferred stock, shares outstanding | shares | 0 | 134,113,000 | 134,113,000 | 106,890,000 | ||
Common Stock | ||||||
Description Of Organization [Line Items] | ||||||
Conversion of preferred stock into common stock (in shares) | shares | 134,113,000 | |||||
IPO | ||||||
Description Of Organization [Line Items] | ||||||
Convertible preferred stock, shares outstanding | shares | 134,100,000 | |||||
IPO | Convertible Preferred Stock | ||||||
Description Of Organization [Line Items] | ||||||
Conversion of preferred stock into common stock (in shares) | shares | 134,100,000 | |||||
Carrying value of converted preferred stock | $ 852,900 | |||||
IPO | Common Stock | ||||||
Description Of Organization [Line Items] | ||||||
Issuance of common stock in initial public offering, net of offering costs (in shares) | shares | 27,000,000 | 27,025,000 | ||||
Common stock price per share | $ / shares | $ 25 | |||||
Proceeds from public offering of common stock, net of offering costs | $ 626,400 | |||||
Payments of underwriting discounts and commissions | 45,200 | |||||
Offering expenses | $ 4,000 | |||||
Underwriters' Option To Purchase Additional Shares | Common Stock | ||||||
Description Of Organization [Line Items] | ||||||
Issuance of common stock in initial public offering, net of offering costs (in shares) | shares | 3,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | Jun. 30, 2021USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |
Allowance for losses on available-for-sale debt securities | $ 0 |
ASU 2016-13 | |
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 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2020 | Feb. 28, 2019 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Oscine Corp | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, consideration transferred | $ 8,500,000 | |||||||
Oscine Corp | Stock Purchase Agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | 100.00% | ||||||
Business acquisition, consideration transferred | $ 8,500,000 | $ 8,500,000 | ||||||
Business acquisition, consideration transferred, cash | 7,600,000 | |||||||
Business acquisition, consideration holdback amount | 900,000 | |||||||
Oscine Corp | Stock Purchase Agreement | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Future milestone payments upon achievement of certain development and commercial milestones | $ 225,800,000 | $ 225,800,000 | ||||||
Cobalt Biomedicine, Inc | Acquisition Agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||||
Maximum success payment upon achievement of certain pre-specified development milestones | $ 500,000,000 | |||||||
Maximum period for success payment to achieve | 20 years | |||||||
Cobalt Biomedicine, Inc | Acquisition Agreement | Research and Development | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated fair value of success payment liability | $ 89,800,000 | $ 89,800,000 | $ 64,700,000 | |||||
Estimated fair value of contingent consideration | 140,500,000 | 140,500,000 | $ 121,900,000 | |||||
(Gain) expense in connection with change in estimated fair value of success payment | (66,600,000) | $ 33,500,000 | 25,100,000 | $ 33,900,000 | ||||
Expense in connection with change in estimated fair value of contingent consideration | $ 7,200,000 | $ 14,000,000 | $ 18,600,000 | $ 14,300,000 | ||||
Cobalt Biomedicine, Inc | Acquisition Agreement | Market Capitalization Equal to or Exceeds $8.1 billion | ||||||||
Business Acquisition [Line Items] | ||||||||
Cobalt success payment | $ 500,000,000 | |||||||
Cobalt Biomedicine, Inc | Acquisition Agreement | Minimum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Threshold market capitalization | $ 8,100,000,000 |
Acquisitions - Schedule of Vari
Acquisitions - Schedule of Various Thresholds for Market Capitalizations Resulting Potential Success Payment and Additional Potential Contingent Consideration (Details) - Cobalt Biomedicine, Inc $ in Millions | 1 Months Ended |
Feb. 28, 2019USD ($) | |
Market Capitalization Equal to or Exceeds $8.1 billion | |
Business Acquisition [Line Items] | |
Cobalt Success Payment | $ 500 |
Market Capitalization Equal to or exceeds $7.4 billion, but less than $8.1 billion | |
Business Acquisition [Line Items] | |
Cobalt Success Payment | 150 |
Additional potential Cobalt Contingent Consideration | 350 |
Market Capitalization Equal to or exceeds $6.8 billion, but less than $7.4 billion | |
Business Acquisition [Line Items] | |
Cobalt Success Payment | 100 |
Additional potential Cobalt Contingent Consideration | 400 |
Market Capitalization Less than $6.8 billion | |
Business Acquisition [Line Items] | |
Additional potential Cobalt Contingent Consideration | $ 500 |
Acquisitions - Schedule of Va_2
Acquisitions - Schedule of Various Thresholds for Market Capitalizations Resulting Potential Success Payment and Additional Potential Contingent Consideration (Parenthetical) (Details) - Sana $ in Billions | Feb. 28, 2019USD ($) |
Market Capitalization Equal to or Exceeds $8.1 billion | |
Business Acquisition [Line Items] | |
Threshold market capitalization | $ 8.1 |
Market Capitalization Equal to or exceeds $7.4 billion, but less than $8.1 billion | |
Business Acquisition [Line Items] | |
Threshold market capitalization | 7.4 |
Market Capitalization Equal to or exceeds $6.8 billion, but less than $7.4 billion | |
Business Acquisition [Line Items] | |
Threshold market capitalization | 6.8 |
Market Capitalization Less than $6.8 billion | |
Business Acquisition [Line Items] | |
Threshold market capitalization | $ 6.8 |
Intangible Asset and Goodwill -
Intangible Asset and Goodwill - Additional Information (Details) - USD ($) | 6 Months Ended | 11 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Intangible asset | $ 59,195,000 | $ 59,195,000 | |
Amortization of intangible asset | 0 | ||
Goodwill | 140,627,000 | 140,627,000 | |
Impairments of intangible asset or goodwill | $ 0 | $ 0 | $ 0 |
License and Collaboration Agr_3
License and Collaboration Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Series B Convertible Preferred Stock | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Share issue price | $ 16 | ||||||
Harvard College | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Share issue price | $ 4 | ||||||
Maximum period expected to achieve for success payments | 12 years | ||||||
Estimated fair value of success payment liability | $ 19,100,000 | $ 19,100,000 | $ 11,800,000 | ||||
Harvard College | Series B Convertible Preferred Stock | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
License payment upon closing of equity financing | $ 6,000,000 | ||||||
Harvard College | Research and Development | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
(Gain) expense in connection with change in estimated fair value of success payment liability | (16,600,000) | $ 4,400,000 | 7,300,000 | $ 4,600,000 | |||
Harvard College | Short-term Liabilities | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Estimated fair value of success payment liability | 5,000,000 | 5,000,000 | 0 | ||||
Harvard College | Long-term Liabilities | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Estimated fair value of success payment liability | $ 14,100,000 | $ 14,100,000 | $ 11,800,000 | ||||
Harvard College | Maximum | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Potential success payment | $ 175,000,000 |
License and Collaboration Agr_4
License and Collaboration Agreements - Summary of Potential Success Payments and Common Stock Price Required for Payment (Details) - Harvard College $ / shares in Units, $ in Millions | 1 Months Ended |
Mar. 31, 2019USD ($)$ / shares | |
Multiple of Equity Value at Issuance, 5x | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Per share common stock price required for payment | $ / shares | $ 20 |
Success payment(s) | $ | $ 5 |
Multiple of Equity Value at Issuance, 10x | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Per share common stock price required for payment | $ / shares | $ 40 |
Success payment(s) | $ | $ 15 |
Multiple of Equity Value at Issuance, 20x | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Per share common stock price required for payment | $ / shares | $ 80 |
Success payment(s) | $ | $ 30 |
Multiple of Equity Value at Issuance, 30x | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Per share common stock price required for payment | $ / shares | $ 120 |
Success payment(s) | $ | $ 50 |
Multiple of Equity Value at Issuance, 40x | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Per share common stock price required for payment | $ / shares | $ 160 |
Success payment(s) | $ | $ 75 |
Restricted Cash - Additional In
Restricted Cash - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Restricted Cash And Cash Equivalents [Abstract] | ||
Standby letters of credit | $ 2,143 | $ 2,143 |
Restricted cash and cash equivalents, noncurrent, nature of restriction, description | standby letters of credit |
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 | Jun. 30, 2021 | Dec. 31, 2020 |
Cash Equivalents | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | $ 656,704 | $ 90,224 |
Gross Unrealized Holding Gains | 0 | 1 |
Gross Unrealized Holding Losses | 0 | (1) |
Estimated Fair Value | 656,704 | 90,224 |
Cash Equivalents | Money Market Funds | Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 656,524 | 48,359 |
Gross Unrealized Holding Gains | 0 | 0 |
Gross Unrealized Holding Losses | 0 | 0 |
Estimated Fair Value | 656,524 | 48,359 |
Cash Equivalents | Corporate Debt Securities | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 180 | 1,138 |
Gross Unrealized Holding Gains | 0 | 0 |
Gross Unrealized Holding Losses | 0 | 0 |
Estimated Fair Value | 180 | 1,138 |
Cash Equivalents | US Government and Agencies Securities | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 40,727 | |
Gross Unrealized Holding Gains | 1 | |
Gross Unrealized Holding Losses | (1) | |
Estimated Fair Value | 40,727 | |
Short-term Marketable Securities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 177,682 | 253,435 |
Gross Unrealized Holding Gains | 25 | 30 |
Gross Unrealized Holding Losses | (11) | (7) |
Estimated Fair Value | 177,696 | 253,458 |
Short-term Marketable Securities | Corporate Debt Securities | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 52,776 | 8,798 |
Gross Unrealized Holding Gains | 4 | 0 |
Gross Unrealized Holding Losses | (11) | (2) |
Estimated Fair Value | 52,769 | 8,796 |
Short-term Marketable Securities | US Government and Agencies Securities | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 124,906 | 244,637 |
Gross Unrealized Holding Gains | 21 | 30 |
Gross Unrealized Holding Losses | 0 | (5) |
Estimated Fair Value | 124,927 | 244,662 |
Long-term Marketable Securities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 77,935 | 33,724 |
Gross Unrealized Holding Gains | 7 | 7 |
Gross Unrealized Holding Losses | (8) | 0 |
Estimated Fair Value | 77,934 | 33,731 |
Long-term Marketable Securities | Corporate Debt Securities | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 3,471 | |
Gross Unrealized Holding Gains | 0 | |
Gross Unrealized Holding Losses | (4) | |
Estimated Fair Value | 3,467 | |
Long-term Marketable Securities | US Government and Agencies Securities | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 74,464 | 33,724 |
Gross Unrealized Holding Gains | 7 | 7 |
Gross Unrealized Holding Losses | (4) | 0 |
Estimated Fair Value | 74,467 | 33,731 |
Financial Assets | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 912,321 | 377,383 |
Gross Unrealized Holding Gains | 32 | 38 |
Gross Unrealized Holding Losses | (19) | (8) |
Estimated Fair Value | 912,334 | 377,413 |
Short-term Financial Liabilities | Success Payment Liabilities | Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 5,000 | |
Gross Unrealized Holding Gains | 0 | |
Gross Unrealized Holding Losses | 0 | |
Estimated Fair Value | 5,000 | |
Long-term Financial Liabilities | Contingent Consideration | Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 140,457 | 121,901 |
Gross Unrealized Holding Gains | 0 | 0 |
Gross Unrealized Holding Losses | 0 | 0 |
Estimated Fair Value | 140,457 | 121,901 |
Long-term Financial Liabilities | Success Payment Liabilities | Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 103,963 | 76,494 |
Gross Unrealized Holding Gains | 0 | 0 |
Gross Unrealized Holding Losses | 0 | 0 |
Estimated Fair Value | 103,963 | 76,494 |
Financial Liabilities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 249,420 | 198,395 |
Gross Unrealized Holding Gains | 0 | 0 |
Gross Unrealized Holding Losses | 0 | 0 |
Estimated Fair Value | $ 249,420 | $ 198,395 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Realized gains or losses recognized on sale or maturity of available-for-sale securities | $ 0 | $ 0 | $ 0 | $ 0 |
Maximum | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Marketable securities maturity period | 2 years | |||
Investments in securities with maturities period | 1 year |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Estimated Fair Value of Financial Liabilities (Details) - Level 3 - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Contingent Consideration | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 133,294 | $ 121,901 |
Changes in fair value - expense (gain) | 7,163 | 11,393 |
Ending Balance | 140,457 | 133,294 |
Cobalt Success Payment Liability | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 156,451 | 64,694 |
Changes in fair value - expense (gain) | (66,632) | 91,757 |
Ending Balance | 89,819 | 156,451 |
Harvard Success Payment Liabilitiy | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 35,700 | 11,800 |
Changes in fair value - expense (gain) | (16,556) | 23,900 |
Ending Balance | $ 19,144 | $ 35,700 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Contingent Consideration Calculated Using Unobservable Inputs (Details) - Cobalt Contingent Consideration | Jun. 30, 2021 | Dec. 31, 2020 |
Discount Rates | Minimum [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value contingent consideration measurement input | 0.072 | 0.105 |
Discount Rates | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value contingent consideration measurement input | 0.086 | 0.108 |
Discount Rates | Weighted-Average | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value contingent consideration measurement input | 0.077 | 0.106 |
Probability of Milestone Achievement | Minimum [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value contingent consideration measurement input | 0.050 | 0.025 |
Probability of Milestone Achievement | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value contingent consideration measurement input | 0.650 | 0.650 |
Probability of Milestone Achievement | Weighted-Average | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value contingent consideration measurement input | 0.279 | 0.276 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value of Success Payment Liabilities Calculated Using Unobservable Inputs (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Expected Stock Price Volatility | Cobalt | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value contingent consideration measurement input | 0.700 | 0.700 |
Expected Stock Price Volatility | Harvard | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value contingent consideration measurement input | 0.700 | 0.700 |
Expected Term (Years) | Cobalt | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value contingent consideration measurement input expected term (years) | 17 years 7 months 6 days | 18 years 1 month 6 days |
Expected Term (Years) | Harvard | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value contingent consideration measurement input expected term (years) | 9 years 8 months 12 days | 10 years 2 months 12 days |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 71,260 | $ 54,512 |
Less: Accumulated depreciation | (12,590) | (7,737) |
Property and equipment, net | 58,670 | 46,775 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 37,363 | 26,958 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 26,109 | 15,598 |
Construction In Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 6,887 | 11,180 |
Computer Equipment, Software and Other | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 901 | $ 776 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 2,600 | $ 1,400 | $ 4,853 | $ 2,646 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Compensation and Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accrued compensation: | ||
Accrued bonuses | $ 6,364 | $ 11,582 |
Accrued paid time off | 4,924 | 2,441 |
Other accrued compensation | 4,006 | 1,997 |
Total accrued compensation | 15,294 | 16,020 |
Accrued expenses and other current liabilities: | ||
Accrued research and development | 3,734 | 1,197 |
Accrued professional fees | 2,875 | 1,717 |
Accrued property and equipment | 2,514 | 2,892 |
Other accrued current liabilities | 3,707 | 3,660 |
Total accrued expenses and other current liabilities | $ 12,830 | $ 9,466 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Lessee Lease Description [Line Items] | |
Lease arrangement, contractual expiration period, beginning year | 2024-04 |
Lease arrangement, contractual expiration period, ending year | 2030-04 |
Weighted-average remaining lease term | 7 years 1 month 6 days |
Weighted-average incremental borrowing rate | 10.73% |
Seattle Operating Lease Agreement | |
Lessee Lease Description [Line Items] | |
Operating lease, renew period | 5 years |
Lessee, operating lease, existence of option to extend [true false] | true |
Lessee, operating lease, option to extend | The Seattle and South San Francisco lease agreements each provide the Company with the option to renew for an additional period of five years |
South San Francisco Operating Lease Agreement | |
Lessee Lease Description [Line Items] | |
Operating lease, renew period | 5 years |
Lessee, operating lease, existence of option to extend [true false] | true |
Lessee, operating lease, option to extend | The Seattle and South San Francisco lease agreements each provide the Company with the option to renew for an additional period of five years |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Additional Information Related to Operating Leases (Details) | 6 Months Ended |
Jun. 30, 2021ft² | |
Lessee Lease Description [Line Items] | |
Expiration Dates, Beginning | 2024-04 |
Expiration Dates, Ending | 2030-04 |
Seattle, WA | |
Lessee Lease Description [Line Items] | |
Approximate Square Footage | 48,086 |
Commencement Dates, Beginning | 2019-03 |
Commencement Dates, Ending | 2020-09 |
Expiration Dates, Beginning | 2026-12 |
Expiration Dates, Ending | 2028-04 |
Cambridge, MA | |
Lessee Lease Description [Line Items] | |
Approximate Square Footage | 56,859 |
Commencement Dates, Beginning | 2019-03 |
Commencement Dates, Ending | 2020-05 |
Expiration Dates, Beginning | 2025-11 |
Expiration Dates, Ending | 2028-02 |
South San Francisco, CA | |
Lessee Lease Description [Line Items] | |
Approximate Square Footage | 66,075 |
Commencement Dates, Beginning | 2019-12 |
Commencement Dates, Ending | 2020-10 |
Expiration Dates, Beginning | 2024-04 |
Expiration Dates, Ending | 2030-04 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Lease, Cost [Abstract] | ||||
Operating lease cost | $ 2,898 | $ 2,676 | $ 5,796 | $ 5,120 |
Short-term lease cost | 474 | 512 | 944 | |
Variable lease cost | 1,642 | 848 | 2,729 | 1,469 |
Total lease cost | $ 4,540 | $ 3,998 | $ 9,037 | $ 7,533 |
Commitments and Contingencies_4
Commitments and Contingencies - Reconciliation of Undiscounted Operating Lease Cash Flows by Fiscal Year to Present Value of Operating Lease Liabilities (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 (remaining 6 months) | $ 6,536 |
2022 | 15,535 |
2023 | 15,989 |
2024 | 15,663 |
2025 | 15,621 |
2026 and thereafter | 42,616 |
Total undiscounted lease payments | 111,960 |
Less: imputed interest | (34,872) |
Less: tenant improvement allowances | (4,935) |
Present value of operating lease liabilities | $ 72,153 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2021 | Feb. 28, 2021 | |
Class Of Stock [Line Items] | ||||||
Convertible preferred stock shares issued | 134,113,000 | 0 | ||||
Gross proceeds from issuance of convertible preferred stock | $ 435,543 | |||||
Outstanding shares of convertible preferred stock converted into shares of common stock | 134,100,000 | |||||
Convertible preferred stock outstanding | 134,113,000 | 0 | ||||
Series A-1 Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Convertible preferred stock shares issued | 11,500,000 | |||||
Share price | $ 4 | |||||
Gross proceeds from issuance of convertible preferred stock | $ 45,900 | |||||
Series A-2 Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Convertible preferred stock shares issued | 56,000,000 | |||||
Share price | $ 4 | |||||
Gross proceeds from issuance of convertible preferred stock | $ 224,000 | |||||
Series B Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Convertible preferred stock shares issued | 27,200,000 | |||||
Share price | $ 16 | |||||
Gross proceeds from issuance of convertible preferred stock | $ 435,600 | |||||
Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Convertible preferred stock outstanding | 134,113,000 | 134,113,000 | 106,890,000 | 0 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - shares | Jun. 30, 2021 | Feb. 28, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | |||
Shares authorized | 800,000,000 | ||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 707,000,000 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 0 |
Common stock, shares outstanding | 180,576,000 | 16,170,000 | |
Restricted Stock | |||
Class Of Stock [Line Items] | |||
Common stock outstanding | 7,213,000 | 10,079,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Restricted Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Fair value of vested RSAs | $ 0.4 | $ 0.2 | $ 0.7 | $ 0.4 | |
2021 Incentive Award Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Increase in number of shares of common stock reserved for issuance expressed as percentage of outstanding shares | 5.00% | ||||
2021 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage related to employees able to purchase shares at lower of fair market value | 85.00% | ||||
Percentage of annual increase in shares available for issuance | 1.00% | ||||
2021 Employee Stock Purchase Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage allowed for eligible employees to purchase shares of common stock | 15.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 4,941 | $ 1,116 | $ 9,099 | $ 1,871 |
Research and development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 3,148 | 927 | 5,816 | 1,575 |
General and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 1,793 | $ 189 | $ 3,283 | $ 296 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Unrecognized Stock-Based Compensation Costs Related to Unvested Awards and Weighted-Average Period Over Which Costs are Expected to be Recognized (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense (in thousands) | $ 59,901 |
Weighted-average period costs expected to be recognized (years) | 3 years 1 month 6 days |
Restricted Stock | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense (in thousands) | $ 2,520 |
Weighted-average period costs expected to be recognized (years) | 1 year 3 months 18 days |
RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense (in thousands) | $ 258 |
Weighted-average period costs expected to be recognized (years) | 1 year 8 months 12 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Stock Options | |
Stock Options Outstanding, Beginning Balance | shares | 15,677 |
Stock Options, Granted | shares | 1,558 |
Stock Options, Exercised | shares | (417) |
Stock Options, Forfeited/Cancelled | shares | (376) |
Stock Options Outstanding, Ending Balance | shares | 16,442 |
Stock Options Exercisable | shares | 2,698 |
Weighted-Average Exercise Price per Share | |
Weighted-Average Exercise Price per Share Outstanding, Beginning Balance | $ / shares | $ 4.52 |
Weighted-Average Exercise Price per Share, Granted | $ / shares | 24.43 |
Weighted-Average Exercise Price per Share, Exercised | $ / shares | 1.58 |
Weighted-Average Exercise Price per Share, Forfeited/Cancelled | $ / shares | 3.67 |
Weighted-Average Exercise Price per Share Outstanding, Ending Balance | $ / shares | 6.42 |
Weighted-Average Exercise Price Per Share Exercisable | $ / shares | $ 1.52 |
Weighted-Average Remaining Contractual Life (years) | |
Weighted-Average Remaining Contractual Life (years), Outstanding | 9 years |
Weighted-Average Remaining Contractual Life (years), Exercisable | 8 years 3 months 18 days |
Aggregate Intrinsic Value | |
Aggregate Intrinsic Value, Outstanding | $ | $ 216,379 |
Aggregate Intrinsic Value, Exercisable | $ | $ 48,928 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Assumptions Used in Black-Scholes Option-Pricing Model for Estimating Fair Value of Stock Options Granted (Details) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk free interest rate, minimum | 0.46% | 0.41% |
Risk free interest rate, maximum | 1.14% | 1.51% |
Expected volatility | 70.00% | 70.00% |
Expected dividend | 0.00% | 0.00% |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 5 years 6 months | 6 years 3 months |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 6 years 3 months | 6 years 9 months |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Additional Information Related to Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Weighted average grant date fair value per share for options granted | $ 15.30 | $ 1.21 |
Aggregate intrinsic value of stock options exercised (in thousands) | $ 9,464 | $ 23 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of RSA Activity (Details) - Restricted Stock shares in Thousands | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
RSAs | |
Unvested shares as of December 31, 2020 | shares | 10,079 |
Vested | shares | (2,851) |
Forfeited | shares | (15) |
Unvested shares as of June 30, 2021 | shares | 7,213 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested shares as of December 31, 2020 | $ / shares | $ 0.33 |
Vested | $ / shares | 0.25 |
Forfeited | $ / shares | 0.73 |
Unvested shares as of June 30, 2021 | $ / shares | $ 0.36 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Calculation of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Basic earnings per common share: | ||||
Net income (loss) | $ 18,683 | $ (87,808) | $ (161,934) | $ (120,683) |
Less: net income allocated to participating securities | (749) | |||
Net income attributable to common stockholders | $ 17,934 | $ (87,808) | $ (161,934) | $ (120,683) |
Weighted-average number of common shares - basic | 179,899 | 12,232 | 149,683 | 11,526 |
Basic earnings per common share | $ 0.10 | $ (7.18) | $ (1.08) | $ (10.47) |
Diluted earnings per common share: | ||||
Net income (loss) | $ 18,683 | $ (87,808) | $ (161,934) | $ (120,683) |
Less: net income allocated to participating securities | (749) | |||
Net income attributable to common stockholders | $ 17,934 | $ (87,808) | $ (161,934) | $ (120,683) |
Weighted-average number of common shares - basic | 179,899 | 12,232 | 149,683 | 11,526 |
Effect of dilutive securities: | ||||
Stock options and restricted stock units | 10,609 | |||
Weighted-average number of common shares - diluted | 190,508 | 12,232 | 149,683 | 11,526 |
Diluted earnings per common share | $ 0.09 | $ (7.18) | $ (1.08) | $ (10.47) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Anti-dilutive Securities Excluded from Calculation of Diluted Net Income (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of dilutive net loss per share | 1,553 | 156,338 | 23,983 | 156,338 |
Convertible Preferred Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of dilutive net loss per share | 134,113 | 134,113 | ||
Restricted Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of dilutive net loss per share | 13,743 | 7,213 | 13,743 | |
Options to Purchase Common Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of dilutive net loss per share | 1,553 | 8,154 | 16,442 | 8,154 |
RSUs | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of dilutive net loss per share | 328 | 328 | 328 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) | 30 Months Ended |
Jun. 30, 2021USD ($) | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plan, Plan Name [Extensible List] | ck0001770121:RetirementAndSavingsPlanMember |
Matching contribution by employer | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jul. 31, 2021USD ($)ft²Extension | Jun. 30, 2021USD ($) | Jul. 31, 2023USD ($) | |
Subsequent Event [Line Items] | |||
Expiration Dates, Beginning | 2024-04 | ||
Expiration Dates, Ending | 2030-04 | ||
Base rent | $ 111,960 | ||
Fremont, CA | Scenario Forecast | Letter of Credit | |||
Subsequent Event [Line Items] | |||
Line of credit amount | $ 500 | ||
Fremont, CA | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of square feet to lease | ft² | 163,193 | ||
Expiration Dates, Beginning | 2021-07 | ||
Expiration Dates, Ending | 2031-11 | ||
Lessee, operating lease, existence of option to extend [true false] | true | ||
Lessee, operating lease, option to extend | option to extend for up to two additional five-year terms | ||
Operating lease extension term | 5 years | ||
Base rent | $ 28,600 | ||
Fremont, CA | Subsequent Event | Letter of Credit | |||
Subsequent Event [Line Items] | |||
Letter of credit amount | $ 6,400 | ||
Fremont, CA | Subsequent Event | Maximum | |||
Subsequent Event [Line Items] | |||
Number of additional extensions permitted | Extension | 2 |