Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
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 | 191,361,182 | ||
Entity Public Float | $ 1.2 | ||
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 Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation State Country Code | DE | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | SANA | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Seattle, Washington | ||
Auditor Firm ID | 42 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive Proxy Statement relating to its 2023 Annual Meeting of Stockholders (Proxy Statement) are incorporated by reference into Part III of this Annual Report on Form 10-K (Annual Report) where indicated. The Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Annual Report relates. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 176,765 | $ 253,029 |
Marketable securities | 247,198 | 297,967 |
Restricted cash | 6,100 | |
Prepaid expenses and other current assets | 14,374 | 7,105 |
Total current assets | 444,437 | 558,101 |
Long-term marketable securities | 10,051 | 195,881 |
Property and equipment, net | 66,917 | 65,464 |
Operating lease right-of-use assets | 92,486 | 96,320 |
Long-term restricted cash | 4,408 | 8,819 |
Intangible asset | 59,195 | 59,195 |
Goodwill | 140,627 | 140,627 |
Other non-current assets | 4,599 | 5,000 |
TOTAL ASSETS | 822,720 | 1,129,407 |
Current liabilities: | ||
Accounts payable | 2,857 | 2,219 |
Accrued compensation | 26,362 | 21,131 |
Accrued expenses and other current liabilities | 14,547 | 10,344 |
Operating lease liabilities | 12,393 | 9,159 |
Contingent consideration | 55,345 | 51,382 |
Success payment liabilities | 5,000 | |
Total current liabilities | 111,504 | 99,235 |
Operating lease liabilities, net of current portion | 95,860 | 101,784 |
Contingent consideration, net of current portion | 95,034 | 102,361 |
Success payment liabilities, net of current portion | 21,007 | 97,525 |
Total liabilities | 323,405 | 400,905 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 50,000 shares authorized; zero shares issued and outstanding as of December 31, 2022 and 2021, respectively | ||
Common stock, $0.0001 par value; 750,000 shares authorized; 191,022 and 184,929 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 19 | 18 |
Additional paid-in capital | 1,558,459 | 1,515,210 |
Accumulated other comprehensive loss | (4,327) | (1,366) |
Accumulated deficit | (1,054,836) | (785,360) |
Total stockholders' equity | 499,315 | 728,502 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 822,720 | $ 1,129,407 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
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 | 750,000,000 |
Common stock, shares issued | 191,022,000 | 184,929,000 |
Common stock, shares outstanding | 191,022,000 | 184,929,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | |||
Research and development | $ 285,885 | $ 248,626 | $ 132,944 |
Research and development related success payments and contingent consideration | (84,882) | 57,873 | 124,935 |
General and administrative | 71,561 | 50,410 | 28,270 |
Total operating expenses | 272,564 | 356,909 | 286,149 |
Loss from operations | (272,564) | (356,909) | (286,149) |
Interest income, net | 3,762 | 676 | 747 |
Other income (expense), net | (674) | 305 | 97 |
Net loss | $ (269,476) | $ (355,928) | $ (285,305) |
Net loss per common share - basic | $ (1.43) | $ (2.14) | $ (21.92) |
Net loss per common share - diluted | $ (1.43) | $ (2.14) | $ (21.92) |
Weighted-average number of common shares - basic | 188,344 | 166,433 | 13,014 |
Weighted-average number of common shares - diluted | 188,344 | 166,433 | 13,014 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (269,476) | $ (355,928) | $ (285,305) |
Other comprehensive loss, net of tax: | |||
Unrealized gain (loss) on marketable securities, net | (2,961) | (1,396) | 4 |
Total comprehensive loss | $ (272,437) | $ (357,324) | $ (285,301) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | IPO | At The Market Offering | Convertible Preferred Stock | Common Stock | Common Stock IPO | Common Stock At The Market Offering | Additional Paid-in Capital | Additional Paid-in Capital IPO | Additional Paid-in Capital At The Market Offering | Accumulated Other Comprehensive Income (Loss) | 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 | |||||||||||
Beginning balance at Dec. 31, 2019 | $ 417,359 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 10,003 | |||||||||||
Issuance of Series B convertible preferred stock, net of $33 in issuance costs | $ 435,538 | |||||||||||
Issuance of convertible preferred stock, net of issuance costs, (in shares) | 27,223 | |||||||||||
Issuance of common stock in connection with license agreements | 680 | 680 | ||||||||||
'Issuance of common stock in connection with license agreement (in shares) | 100 | |||||||||||
Vesting of restricted stock | 1 | $ 1 | ||||||||||
Vesting of restricted stock (in shares) | 5,964 | |||||||||||
Stock-based compensation | 5,829 | 5,829 | ||||||||||
Exercise of stock options | 149 | 149 | ||||||||||
Exercise of stock options (in shares) | 103 | |||||||||||
Unrealized gain (loss) on marketable securities, net | 4 | 4 | ||||||||||
Net loss | (285,305) | (285,305) | ||||||||||
Ending balance at Dec. 31, 2020 | (421,184) | $ 2 | 8,216 | 30 | (429,432) | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 134,113 | |||||||||||
Ending balance at Dec. 31, 2020 | $ 852,897 | |||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 16,170 | |||||||||||
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) | |||||||||||
Conversion of convertible preferred stock into common stock, upon initial public offering (in shares) | 134,113 | |||||||||||
Issuance of common stock, net of offering costs | $ 626,405 | $ 3 | $ 626,402 | |||||||||
Issuance of common stock, net of offering costs (in shares) | 27,025 | |||||||||||
Vesting of restricted stock (in shares) | 5,916 | |||||||||||
Stock-based compensation | 22,362 | 22,362 | ||||||||||
Exercise of stock options | 3,167 | 3,167 | ||||||||||
Exercise of stock options (in shares) | 1,586 | |||||||||||
Issuance of common stock related to employee stock purchase plan | 2,179 | 2,179 | ||||||||||
Issuance of common stock related to employee stock purchase plan, Shares | 119 | |||||||||||
Unrealized gain (loss) on marketable securities, net | (1,396) | (1,396) | ||||||||||
Net loss | (355,928) | (355,928) | ||||||||||
Ending balance at Dec. 31, 2021 | $ 728,502 | $ 18 | 1,515,210 | (1,366) | (785,360) | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 184,929 | 184,929 | ||||||||||
Issuance of common stock, net of offering costs | $ 601 | $ 601 | ||||||||||
Issuance of common stock, net of offering costs (in shares) | 149 | |||||||||||
Vesting of restricted stock | $ 1 | $ 1 | ||||||||||
Vesting of restricted stock (in shares) | 4,395 | |||||||||||
Stock-based compensation | 38,337 | 38,337 | ||||||||||
Exercise of stock options | $ 2,253 | 2,253 | ||||||||||
Exercise of stock options (in shares) | 1,062 | 1,062 | ||||||||||
Issuance of common stock related to employee stock purchase plan | $ 2,058 | 2,058 | ||||||||||
Issuance of common stock related to employee stock purchase plan, Shares | 487 | |||||||||||
Unrealized gain (loss) on marketable securities, net | (2,961) | (2,961) | ||||||||||
Net loss | (269,476) | (269,476) | ||||||||||
Ending balance at Dec. 31, 2022 | $ 499,315 | $ 19 | $ 1,558,459 | $ (4,327) | $ (1,054,836) | |||||||
Ending balance (in shares) at Dec. 31, 2022 | 191,022 | 191,022 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
IPO | |||
Issuance of common stock, net of offering costs | $ 49,220 | ||
At The Market Offering | |||
Issuance of common stock, net of offering costs | $ 625 | ||
Series B Convertible Preferred Stock | |||
Convertible preferred stock, issuance costs | $ 33 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING ACTIVITIES: | |||
Net loss | $ (269,476) | $ (355,928) | $ (285,305) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 15,625 | 11,070 | 5,921 |
Stock-based compensation expense | 38,337 | 22,362 | 5,828 |
Change in the estimated fair value of contingent consideration | (3,364) | 31,842 | 52,793 |
Change in the estimated fair value of success payment liabilities | (81,518) | 26,031 | 72,142 |
Non-cash expense for operating lease right-of-use assets | 12,106 | 6,844 | 4,250 |
Other non-cash items, net | (9,302) | (3,076) | 233 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (5,988) | (861) | (1,436) |
Operating lease right-of-use assets and liabilities | 1,562 | 5,088 | 91 |
Accounts payable | 1,058 | (266) | 1,982 |
Accrued expenses and other liabilities | 10,910 | 5,840 | 5,519 |
Net cash used in operating activities | (290,050) | (251,054) | (137,982) |
INVESTING ACTIVITIES: | |||
Purchases of marketable securities | (78,688) | (491,387) | (387,432) |
Proceeds from maturities of marketable securities | 310,126 | 280,025 | 158,741 |
Purchases of property and equipment | (20,876) | (29,862) | (23,872) |
Other investing activities | (4,574) | ||
Net cash provided by (used in) investing activities | 210,562 | (245,798) | (252,563) |
FINANCING ACTIVITIES: | |||
Proceeds from initial public offering, net of issuance costs | 626,405 | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 435,538 | ||
Proceeds from employee stock purchase plan and exercise of stock options, net | 4,312 | 5,346 | 149 |
Proceeds from at the market offering of common stock, net of issuance costs | 601 | ||
Net cash provided by financing activities | 4,913 | 631,751 | 435,687 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (74,575) | 134,899 | 45,142 |
Cash, cash equivalents, and restricted cash at beginning of period | 261,848 | 126,949 | 81,807 |
Cash, cash equivalents, and restricted cash at end of period | 187,273 | 261,848 | 126,949 |
RECONCILITION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | |||
Cash and cash equivalents | 176,765 | 253,029 | 124,806 |
Restricted cash | 6,100 | ||
Long-term restricted cash | 4,408 | 8,819 | 2,143 |
Total cash, cash equivalents, and restricted cash | 187,273 | 261,848 | 126,949 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Operating lease right-of-use assets obtained in exchange for lease obligations | 21,073 | 39,996 | 26,521 |
Purchases of property and equipment included in accounts payable and accrued liabilities | 1,234 | 3,015 | 3,140 |
Cash received for amounts related to tenant improvement allowances | 2,014 | $ 5,445 | $ 91 |
Remeasurement of operating lease right-of-use asset for lease modification | $ (12,801) |
Organization
Organization | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization | 1. Organization Sana Biotechnology, Inc. (the Company or 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, preparing for clinical trials of our product candidates, acquiring technology, organizing and staffing the Company, business planning, establishing and maintaining the Company’s intellectual property portfolio, raising capital, and providing general and administrative support for these operations. Liquidity and capital resources 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, those related 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 technologies, 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 with the proceeds from additional equity or debt financings or 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. In November 2022, the Company underwent a portfolio prioritization and corporate restructuring designed to optimize development of programs at or nearing clinical development, to continue investments in core research platforms and innovation, and to maintain a strong balance sheet. That process was substantially completed in 2022 and resulted in a reduction of the Company’s workforce by approximately15%. During the year ended December 31, 2022, the Company recognized $6.8 million of expenses related to employee severance, benefits, and related costs, and a non-cash stock-based compensation charge of $1.9 million related to equity awards for employees impacted by the restructuring in general and administrative expense. In August 2022, the Company entered a sales agreement with Cowen and Company, LLC (Cowen), acting as sales agent, pursuant to which it may offer and sell through Cowen shares of the Company’s common stock having an aggregate offering price of up to $150.0 million from time to time in a series of one or more at the market equity offerings (collectively, the ATM facility). As of December 31, 2022, the Company had raised approximately $0.6 million in net proceeds under the ATM facility. 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. The Company has incurred operating losses each year since inception and expects such losses to continue for the foreseeable future. As of December 31, 2022, the Company had cash, cash equivalents, and marketable securities of $434.0 million, and an accumulated deficit of $1.1 billion, which includes non-cash charges related to the revaluation of the success payment liabilities and contingent consideration of $18.6 million and $99.1 million, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies Basis of presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The Company’s 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 consolidated financial statements relate to success payment liabilities, contingent consideration, business combinations, accrued expenses, and operating lease right of use assets and liabilities. Cash and cash equivalents Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less at acquisition. Cash equivalents include investments in money market funds with commercial banks and financial institutions and are stated at fair value. Marketable securities Marketable securities are classified as available-for-sale debt securities and are carried at fair value, which is derived from independent pricing sources based on quoted prices in active markets for similar securities. 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. Unrealized gains and losses that are deemed to be temporary in nature are reported as a component of accumulated comprehensive income (loss). Amortization, accretion, and dividends are included in other income (expense), net on the consolidated statement of operations. The cost of securities sold is based on the specific-identification method. Each reporting period, the Company evaluates whether declines in fair value below carrying value are due to expected credit losses, as well as the Company’s ability and intent to hold the investment until a forecasted recovery occurs. Expected credit losses are recorded as an allowance through other income (expense), net. Concentrations of credit risk and off-balance sheet risk The Company maintains its cash, cash equivalents, and marketable securities with high quality, accredited financial institutions. These amounts, at times, may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to significant risk on these funds. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements. Fair value measurement The Company accounts for certain assets and liabilities at fair value and is required to disclose information that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The hierarchy applies only to the valuation inputs used to determine the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy defines three levels of valuation inputs: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 – Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. The Company’s financial instruments include cash and cash equivalents, short- and long-term marketable securities, accounts payable, contingent consideration, success payment liabilities, and other accrued liabilities. The carrying amounts of cash, cash equivalents, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments. To the extent the valuation of financial instruments is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. See Note 6, Fair value measurements for more information on how the Company determines fair value. Property and equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets, generally three to five years. Leasehold improvements are depreciated over the lesser of their useful lives or the remaining life of the lease. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is recorded in other income (expense), net in the period realized. Maintenance and repairs are expensed as incurred. Impairment of long-lived assets The Company reviews the carrying value and estimated lives of its long-lived assets whenever events or circumstances indicate the carrying values may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess of the asset’s carrying amount over its fair value. The Company has not recognized any impairment losses since inception. Acquisitions The Company accounts for business combinations using the acquisition method of accounting, which requires the assets acquired, including in-process research and development (IPR&D), and liabilities assumed be recorded at fair value as of the acquisition date. Any excess of the purchase price over the fair value of net assets acquired is recorded as goodwill. The determination of the estimated fair value of these items requires significant estimates and assumptions. Transaction costs associated with business combinations are recorded in general and administrative expense as they are incurred. If the Company determines the acquisition does not meet the definition of a business combination under the acquisition method of accounting, the transaction is accounted for as an asset acquisition. In an asset acquisition, up-front payments allocated to IPR&D are recorded in research and development expense if it is determined that there is no alternative future use, and subsequent milestone payments are recorded in research and development expense when achieved. Goodwill and intangible assets Goodwill represents the excess of the purchase price over the estimated fair value of the identifiable assets acquired and liabilities assumed in a business combination. The Company evaluates goodwill for impairment annually or when a triggering event occurs that could indicate a potential impairment. The evaluation for impairment includes assessing qualitative factors or performing a quantitative analysis to determine whether it is more-likely-than-not that the fair value of net assets is below the carrying amount. As of December 31, 2022, the Company had goodwill of $140.6 million related to its acquisition of Cobalt Biomedicine, Inc. (Cobalt) in 2019 (the Cobalt acquisition), which represents the excess of the purchase price over the estimated fair value of the net assets acquired. There have been no impairments of goodwill since the acquisition. Intangible assets acquired in a business combination are recognized separately from goodwill and are initially recognized at fair value at the acquisition date. The fair value of the IPR&D is estimated using the replacement cost method. Under this method, the Company estimates the cost to recreate the technology and derive an estimated value to develop the technology. IPR&D assets are required to be classified as indefinite-lived assets and are not amortized until they become finite-lived assets upon the successful completion of the associated research and development technology. At that time, the useful life of the asset will be determined, and amortization will begin. If the associated research and development technology is abandoned, the related IPR&D asset will be written off and an impairment charge recorded. Intangible assets are reviewed for impairment at least annually or when a triggering event occurs that could indicate a potential impairment. There has been no amortization or impairment of the intangible asset since the Cobalt acquisition. Contingent consideration from business combinations Contingent consideration from a business combination is recorded at fair value on the acquisition date and remeasured at each subsequent reporting period with changes in fair value recognized in research and development related success payments and contingent consideration. Changes in fair values reflect changes to the Company’s assumptions regarding probabilities of successful achievement of related milestones, the timing in which the milestones are expected to be achieved, and the discount rate used to estimate the fair value of the obligation. Pursuant to the terms and conditions of the Cobalt acquisition agreement, we are obligated to pay to certain former Cobalt stockholders contingent consideration (Cobalt Contingent Consideration). See Note 3, Acquisitions for more details on the Cobalt Consideration. Success payments The Company agreed to pay success payments to Cobalt (Cobalt Success Payment) pursuant to the terms of its acquisition agreement with Cobalt and to the President and Fellows of Harvard College (Harvard) (Harvard Success Payments) pursuant to the terms of its exclusive license agreement with Harvard. See Note 3, Acquisitions and Note 4, License and collaboration agreements for more details on these success payments. The success payments are accounted for under Accounting Standards Codification (ASC) 815, Derivatives and Hedging To determine the estimated fair value of the success payment liabilities, the Company uses a Monte Carlo simulation methodology , which models the value of the liabilities based on several key assumptions , including the remaining terms of the success payments, risk-free interest rate, estimated number and timing of valuation measurement dates on the basis of which payments may be triggered, and expected volatility of the Company’s common stock. Expected volatility is estimated using the volatility of peer companies for a period of time commensurate with the remaining terms of the success payments. Additionally, the computation of the estimated fair value of the Cobalt Success Payment liability incorporate s the market capitalization of the Company at the end of each reporting period , and the computation of the estimated fair value of the Harvard Success Payments incorporate s the per share fair market value of the Company’s common stock at the end of each reporting period. Leases At the inception of an arrangement with a third party, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Lease liabilities represent an obligation to make payments arising from a lease and are measured at the present value of the remaining future lease payments over the term of the lease. The present value of the lease payments is determined using an incremental borrowing rate (IBR), which reflects the fixed rate at which the Company could borrow the amount of the lease payments, on a collateralized basis, for a similar term and economic environment. The lease terms may include the impact of options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. Assumptions made by the Company at the lease commencement date are re-evaluated upon the occurrence of certain events, including a lease modification. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease. Right-of-use (ROU) assets represent the right to use the underlying asset identified in the lease for the term of the agreement. The calculation of the ROU asset incorporates the value of the lease liability and excludes any lease incentives received and initial direct costs incurred. The Company’s lease portfolio consists of operating leases related to its facilities for office, laboratory, and industrial and manufacturing space. The Company does not have any financing leases. Leases with a term of 12 months or less are considered short-term and do not require recognition on the balance sheet, and payments associated with short-term leases are expensed as incurred. Rent expense for operating leases is recognized on a straight-line basis over the lease term. Claims and contingencies From time to time, the Company may become involved in litigation and proceedings relating to claims arising in the ordinary course of business. The Company accrues a liability if the likelihood of an adverse outcome is probable, and the amount can be reasonably estimated. If the likelihood of an adverse outcome is only reasonably possible, or if an adverse outcome is probable, but an estimate is not determinable, the Company provides disclosure of the material claim or contingency. Stock-based compensation The Company recognizes compensation costs related to restricted stock awards (RSAs), restricted stock units (RSUs), and stock options granted to employees and nonemployees based on the estimated fair value of the awards on the date of grant and recognizes expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award. Forfeitures are recognized as they occur. For RSAs and RSUs, the fair value of the Company’s common stock is used to determine the resulting stock-based compensation expense. The fair value of stock options is estimated on the date of grant using a Black-Scholes option pricing model which requires management to apply judgment and make estimates, including: • Fair Value of Common Stock —The fair value of common stock is based on the closing price as reported on The Nasdaq Global Select Market on the date of grant. • Expected Term —The expected term represents the period that a stock-based award is expected to be outstanding. The Company uses the simplified method to determine the expected term, which is based on the average of the time-to-vesting and the contractual life of the option. • Expected Volatility — Due to the Company’s limited operating history and lack of company-specific historical and implied volatility data, the expected volatility is estimated based on the average historical volatilities of common stock of comparable publicly traded entities over a period of time commensurate with the expected term of the stock option grants. The comparable companies are chosen based on their size, stage in the product development cycle, or area of specialty. The Company will continue to apply this process until sufficient historical information regarding the volatility of its own stock price becomes available. • Risk-Free Interest Rate— The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the awards. • Expected Dividend— The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero. Research and development expense The Company records expense for research and development costs as incurred. Nonrefundable, advance payments for goods or contracts for services are deferred, and expense is recognized in the period in which the goods are received or the services are rendered. Research and development expense consist of personnel-related costs, including salaries, benefits, and non-cash stock-based compensation, external research and development expenses incurred under arrangements with third parties, costs for laboratory supplies, costs to acquire and license technologies aligned with the Company’s goal of translating engineered cells to medicines, facility and other allocated expenses, including rent, depreciation, and allocated overhead costs. Research and development related success payment and contingent consideration Research and development related success payments and contingent consideration include the change in the estimated fair value of the Cobalt Success Payment and Harvard Success Payment liabilities and Cobalt Contingent Consideration. Research and development expense related to the success payment liabilities and contingent consideration is unpredictable and may vary significantly from quarter-to-quarter and year-to-year due to changes in the assumptions used in the calculations. General and administrative expenses General and administrative expenses consist of personnel costs, including salaries, benefits, and non-cash stock-based compensation, for employees in finance, legal, executive, human resources, information technology, and other administrative functions, legal and consulting fees, recruiting costs, and facility costs not otherwise included in research and development expenses. Legal fees include those related to corporate and patent matters. General and administrative expenses for the twelve months ended December 31, 2022 include costs related to the November 2022 restructuring and construction in progress costs incurred in connection with the write-off of our previously planned manufacturing facility in Fremont, California (Fremont facility), which we plan to replace with our manufacturing facility in Bothell, Washington (the Bothell facility). Income taxes The Company determines its deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that the deferred tax asset will not be recovered. The Company applies judgment in the determination of the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company recognizes any material interest and penalties related to unrecognized tax benefits in income tax expense. The Company is required to file income tax returns in the United States (U.S.) federal jurisdiction, and other state and local jurisdictions. The Company is generally subject to examination by U.S. federal and local income tax authorities for all tax years in which the loss carryforward is available. The Company is currently not under examination by the Internal Revenue Service or other jurisdictions for any tax years. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment. JOBS Act accounting election The Company is an emerging growth company (EGC), as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies; however, the Company may adopt new or revised accounting standards early if the standard allows for early adoption. In addition, the Company will utilize other exemptions and reduced reporting requirements provided to EGCs by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, an EGC is not required to, among other things, (i) provide an auditor’s attestation report on the company’s system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes- Oxley Act of 2002, (ii) provide all of the compensation disclosure that may be required of non- EGC public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) , or (iv) disclose certain executive compensation-related items , such as the correlation between executive compensation and performance and comparisons of the c hief e xecutive o fficer’s compensation to median employee compensation. Recent accounting pronouncements Recently 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 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Cobalt Biomedicine, Inc. In February 2019, the Company acquired 100% of the outstanding equity in 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 (the Cobalt acquisition). As part of the Cobalt acquisition, the Company recorded an intangible asset of $59.2 million, which consists of IPR&D that 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 and will be amortized over its estimated useful life. If the research and development technology is abandoned, an impairment charge will be recorded. The Company is actively developing the fusogen technology and, accordingly, the intangible asset is not complete. Amortization will begin when regulatory approval of a product candidate developed using the fusogen technology is obtained in a major market, typically either the United States or the European Union. The Company recognized $140.6 million of goodwill as a result of the Cobalt acquisition, which is primarily attributable to the value the acquisition provides the Company by complementing the Company’s ex vivo in vivo Pursuant to the terms and conditions in the Cobalt acquisition agreement, the Company has an obligation to pay to certain former Cobalt stockholders contingent consideration (Cobalt Contingent Consideration) of up to an aggregate of $500.0 million upon the achievement of certain pre-specified development milestones and a success payment (Cobalt Success Payment) of up to $500.0 million, each of which is payable in cash or stock. The Cobalt Success Payment is payable if, at pre-determined valuation measurement dates, 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) for a product developed using the fusogen technology. A valuation measurement date would also be triggered upon a change of control of the Company if at least one of the Company’s programs based on the fusogen technology is an active research program at the time of such change of control. If the Company’s market capitalization is below $8.1 billion as of the date of a change of control, the amount of the potential Cobalt Success Payment will decrease, and the amount of potential Cobalt Contingent Consideration will increase. As of December 31 , 202 2 , a Cobalt Success Payment had not been triggered. 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 in research and development related success payments and contingent consideration. As of December 31, 2022 and 2021, the estimated fair value of the Cobalt Success Payment liability was $19.0 million and $88.3 million, respectively, and was recorded in long-term liabilities. For the years ended December 31, 2022, 2021, and 2020 the Company recognized a gain of $69.3 million and expenses of $23.6 million and $62.3 million, respectively, As of December 31, 2022, the estimated fair value of the Cobalt Contingent Consideration was $150.4 million, of which $55.4 million was recorded in short-term liabilities and $95.0 million was recorded in long-term liabilities. As of December 31, 2021, the estimated fair value of the Cobalt Contingent Consideration was $153.7 million of which $51.4 million was recorded in short-term liabilities and $102.3 million was recorded in long-term liabilities. For the years ended December 31, 2022, 2021, and 2020, the Company recognized a gain of $3.4 million and expenses of $31.8 million and $52.8 million, respectively, in connection with the change in fair value of the Cobalt Contingent Consideration. |
License and collaboration agree
License and collaboration agreements | 12 Months Ended |
Dec. 31, 2022 | |
License And Collaboration Agreements [Abstract] | |
License and Collaboration Agreements | 4. License and collaboration agreements Beam Therapeutics Inc. In October 2021, the Company entered into an option and license agreement with Beam Therapeutics Inc. (Beam), pursuant to which the Company was granted a non-exclusive license to use Beam’s proprietary CRISPR Cas12b nuclease editing technology to research, develop, and commercialize engineered cell therapy products that (i) are directed to certain antigen targets, with respect to the Company’s allogeneic T cell programs, or (ii) comprise certain human cell types, with respect to the Company’s stem cell-derived programs. The Company made an upfront payment of $50.0 million to Beam, which was recorded in research and development expense for the year ended December 31, 2021. Additionally, under the terms of the agreement, the Company may be obligated to pay up to $65.0 million for each licensed product in specified developmental and commercial milestone payments and royalties on licensed products. At the time of the entry into the option and license agreement, a member of the Company’s board of directors was a beneficial owner of greater than 10% of the outstanding shares of Beam and is affiliated with a member of the board of directors of Beam. President and Fellows of Harvard College In March 2019, the Company entered into an exclusive license agreement with Harvard to access certain intellectual property for the development of hypoimmune cells. The Company paid aggregate consideration of $12.0 million, comprising $9.0 million in common stock and $3.0 million in cash. Under the terms of the agreement, the Company may be required to make up to an aggregate of $175.0 million in success payments to Harvard, payable in cash, based on increases in the fair value of the Company’s common stock. 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 ongoing pre-determined valuation measurement dates. As of December 31, 2022, a Harvard Success Payment had not been triggered. 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 the initial value and changes in fair value recognized in the consolidated statements of operations in research and development related success payments and contingent consideration. As of December 31, 2022 the estimated fair value of the Harvard Success Payment liability was $2.0 million and was recorded in long-term liabilities. As of December 31, 2021 the estimated fair value of the Harvard Success Payment liability was $14.2 million, of which $5.0 million was recorded in short-term liabilities and $9.2 million was recorded in long-term liabilities. In connection with the change in the estimated fair value of the Harvard Success Payment liability the Company recognized a gain of $12.2 million, and expenses of $2.4 million, and $9.9 million, respectively, for the years ended December 31, 2022, 2021, and 2020. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2022 | |
Restricted Cash And Cash Equivalents [Abstract] | |
Restricted Cash | 5. Restricted cash As of December 31, 2022 and 2021, the Company maintained two standby letters of credit of $10.5 million and $8.8 million, respectively, which are collateralized with a bank account at a financial institution in accordance with the applicable lease agreements. The Company’s letter of credit related to its lease for industrial space located in Fremont, California will reduce from $6.7 million to $0.6 million in July 2023, and as such, $6.1 million in restricted cash is included in current assets on the balance sheet as of December 31, 2022. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. 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: December 31, 2022 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 $ 114,363 $ - $ - $ 114,363 U.S. government and agency securities Level 2 40,532 10 - 40,542 Corporate debt securities Level 2 9,796 1 (2 ) 9,795 Total cash equivalents 164,691 11 (2 ) 164,700 Short-term marketable securities: U.S. government and agency securities Level 2 222,435 2 (3,711 ) 218,726 Corporate debt securities Level 2 28,836 - (364 ) 28,472 Total short-term marketable securities 251,271 2 (4,075 ) 247,198 Long-term marketable securities: U.S. government and agency securities Level 2 10,314 - (263 ) 10,051 Total long-term marketable securities 10,314 - (263 ) 10,051 Other assets Level 3 369 - - 369 Total financial assets $ 426,645 $ 13 $ (4,340 ) $ 422,318 Financial liabilities: Short-term financial liabilities: $ - Contingent consideration Level 3 $ 55,345 $ - $ - $ 55,345 Total short-term financial liabilities 55,345 - - 55,345 Long-term financial liabilities: Contingent consideration Level 3 95,034 - - 95,034 Success payment liabilities Level 3 21,007 - - 21,007 Total long-term financial liabilities 116,041 - - 116,041 Total financial liabilities $ 171,386 $ - $ - $ 171,386 December 31, 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 $ 224,671 $ - $ - $ 224,671 Corporate debt securities Level 2 2,345 - - 2,345 Total cash equivalents 227,016 - - 227,016 Short-term marketable securities: U.S. government and agency securities Level 2 162,854 1 (195 ) 162,660 Corporate debt securities Level 2 135,441 - (134 ) 135,307 Total short-term marketable securities 298,295 1 (329 ) 297,967 Long-term marketable securities: U.S. government and agency securities Level 2 176,492 - (925 ) 175,567 Corporate debt securities Level 2 20,427 - (113 ) 20,314 Total long-term marketable securities 196,919 - (1,038 ) 195,881 Other assets Level 3 426 - - 426 Total financial assets $ 722,656 $ 1 $ (1,367 ) $ 721,290 Financial liabilities: Short-term financial liabilities: Contingent consideration Level 3 $ 51,382 $ - $ - $ 51,382 Success payment liabilities Level 3 5,000 - - 5,000 Total short-term financial liabilities 56,382 - - 56,382 Long-term financial liabilities: Contingent consideration Level 3 102,361 - - 102,361 Success payment liabilities Level 3 97,525 - - 97,525 Total long-term financial liabilities 199,886 - - 199,886 Total financial liabilities $ 256,268 $ - $ - $ 256,268 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 and 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. The following table summarizes available-for-sale debt securities in a continuous unrealized loss position for less than and greater than twelve months, for the periods presented: Less than 12 months 12 months or greater Total Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses (in thousands) December 31, 2022 U.S. government and agency securities $ 49,253 $ (673 ) $ 172,845 $ (3,301 ) $ 222,098 $ (3,974 ) Corporate debt securities 13,333 (16 ) 19,664 (350 ) 32,997 (366 ) Total $ 62,586 $ (689 ) $ 192,509 $ (3,651 ) $ 255,095 $ (4,340 ) December 31, 2021 U.S. government and agency securities $ 329,883 $ (1,120 ) $ - $ - $ 329,883 $ (1,120 ) Corporate debt securities 156,662 (247 ) - - 156,662 (247 ) Total $ 486,545 $ (1,367 ) $ - $ - $ 486,545 $ (1,367 ) The Company determined that there was no material change in the credit risk of the above investments during the year ended December 31, 2022. As such, an allowance for credit losses has not been recognized. As of December 31, 2022, 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 December 31, 2021, all marketable securities had an effective maturity date of two years or less. Investments in securities with maturities of less than , or those for which management intends to use to fund current operations, are included in current assets and classified as available-for-sale. 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, 2021 $ 153,743 $ 88,353 $ 14,172 Changes in fair value - gain (528 ) (46,823 ) (8,087 ) Balance as of March 31, 2022 153,215 41,530 6,085 Changes in fair value - gain (3,830 ) (12,073 ) (2,025 ) Balance as of June 30, 2022 149,385 29,457 4,060 Changes in fair value - expense (gain) (8,255 ) 2,439 (246 ) Balance as of September 30, 2022 141,130 31,896 3,814 Changes in fair value - expense (gain) 9,249 (12,880 ) (1,823 ) Balance as of December 31, 2022 $ 150,379 $ 19,016 $ 1,991 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 ongoing basis as additional data impacting the assumptions are obtained. The fair value of the Cobalt Contingent Consideration was calculated using the following unobservable inputs: December 31, 2022 2021 Unobservable Input Range Weighted-Average Range Weighted-Average Discount rates 13.4% - 15.1% 14.6% 10.9% - 11.6% 11.2% Probability of milestone achievement 5.0% - 85.0% 36.0% 5.0% - 75.0% 33.8% 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 Success Payment 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 Success Payments and Harvard success Payments were calculated using the following unobservable inputs: December 31, 2022 2021 Unobservable Input Cobalt Harvard Cobalt Harvard Expected stock price volatility 70% 70% 70% 70% Expected term (years) 16.1 8.2 17.1 9.2 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 7. Property and equipment, net Property and equipment, net consists of the following: December 31, 2022 2021 (in thousands) Laboratory equipment $ 61,842 $ 47,684 Leasehold improvements 34,427 33,848 Construction in progress 1,711 1,388 Computer equipment, software, and other 2,914 1,318 Total property and equipment, at cost 100,894 84,238 Less: Accumulated depreciation (33,977 ) (18,774 ) Property and equipment, net $ 66,917 $ 65,464 Depreciation expense was $15.6 million, $11.1 million, and $5.9 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables And Accruals [Abstract] | |
Accrued liabilities | 8. Accrued liabilities Accrued compensation and accrued expenses and other current liabilities consist of the following: December 31, 2022 2021 (in thousands) Accrued compensation: Accrued bonuses $ 16,455 $ 13,814 Accrued paid time off 4,794 4,429 Accrued payroll 5,113 2,888 Total accrued compensation $ 26,362 $ 21,131 Accrued expenses and other current liabilities: Accrued research and development services $ 8,733 $ 3,419 Accrued professional fees 1,158 1,971 Accrued property and equipment 1,790 2,566 Other accrued current liabilities 2,866 2,388 Total accrued expenses and other current liabilities $ 14,547 $ 10,344 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and contingencies Lease commitments The Company’s lease portfolio primarily comprises operating leases for office, laboratory, non-good manufacturing practices pilot plant manufacturing, and industrial space. 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. Certain leases include options to extend the term. The renewal option is considered in the remaining lease term for the lease only when the Company is reasonably certain it will renew the lease. Certain leases provide the Company with the right to make tenant improvements, including the addition of laboratory space or build-out of manufacturing capabilities, and include a lease incentive allowance. In June 2022, the Company entered into a lease agreement for 79,565 square feet of office, laboratory, and industrial space located in Bothell, Washington. The initial term of the lease is 16 years from the date the premises are delivered to the Company for construction of certain tenant improvements and includes the option to extend the lease for up to three additional five-year terms. The lease agreement also provides for up to $19.9 million for reimbursement of tenant improvements, as well as an additional $8.0 million for tenant improvements, available at the Company’s election, which the Company would be obligated to repay to the landlord monthly over the initial term of the lease with interest at a rate of 6.5% per annum. In July 2021, the Company entered into a lease for industrial space located in Fremont, California (the Fremont facility), with the intent to establish and develop its manufacturing operations at the Fremont facility. However, the Company determined in June 2022 to establish and develop its manufacturing operations at the Bothell facility rather than the Fremont facility. The original right-of-use asset and lease liability for the Fremont facility was calculated assuming the Company would exercise its option to renew the lease for two additional five-year terms. The Company remeasured the lease for the Fremont facility due to the shorter expected lease term, which resulted in a $12.8 million reduction in the related right-of-use asset and lease liability. Additionally, for the twelve months ended December 30, 2022, the Company wrote-off $4.5 million of construction in progress costs incurred in connection with the Fremont facility in general and administrative expense. The following table contains additional information related to the Company’s operating leases: Location Use Approximate Square Footage Commencement Dates Expiration Dates Seattle, WA Office/Laboratory 48,000 March 2019 to September 2020 December 2026 to April 2028 Cambridge, MA Office/Laboratory 60,000 March 2019 to January 2022 December 2025 to February 2028 South San Francisco, CA Office/Laboratory 100,000 December 2019 to April 2022 April 2024 to April 2030 Fremont, CA Industrial 163,000 July 2021 November 2031 Rochester, NY Office/Laboratory 3,000 January 2022 January 2025 Bothell, WA Office/Laboratory/Industrial 80,000 January 2023 January 2039 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: Year Ended December 31, 2022 2021 2020 (in thousands) Operating lease cost $ 23,881 $ 16,425 $ 10,757 Short-term lease cost - 512 1,886 Variable lease cost 7,193 5,230 3,081 Total lease cost $ 31,074 $ 22,167 $ 15,724 As of December 31, 2022, the weighted-average remaining lease term was 6.2 years and the weighted-average IBR was 9.68%. 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 December 31, 2022 (in thousands): 2023 $ 23,523 2024 24,321 2025 24,298 2026 21,343 2027 18,736 2028 and thereafter 36,367 Total undiscounted lease payments 148,588 Less: imputed interest (39,018 ) Less: tenant improvement allowances (1,317 ) Present value of operating lease liabilities 108,253 Less: current portion of operating lease liabilities (12,393 ) Operating lease liabilities, net of current portion $ 95,860 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ equity As of December 31, 2022, there were 191.0 million shares of the Company’s common stock outstanding. As of December 31, 2021, there were 184.9 million shares of the Company’s common stock outstanding, excluding 4.4 million shares of restricted common stock outstanding that are subject to vesting requirements. In August 2022, the Company put in place the ATM facility, under which the Company entered a sales agreement with Cowen, acting as sales agent, pursuant to which the Company may offer and sell through Cowen shares of the Company’s common stock having an aggregate offering price of up to $150.0 million from time to time in a series of one or more at the market equity offerings. As of December 31, 2022, the Company had raised approximately $0.6 million in net proceeds under the ATM facility. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based compensation | 11. Stock-based compensation Equity Incentive Plans In February 2021, the Company adopted the 2021 Incentive Award Plan (2021 Plan) and the 2021 Employee Stock Purchase Plan (2021 ESPP), both of which became effective on the completion of the Company’s IPO. The 2021 Plan provides for a variety of stock-based compensation awards, including stock options, restricted stock awards (RSAs), and restricted stock units (RSUs). 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 may 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 period or on the purchase date. As of December 31, 2022, 14.4 million shares and 3.3 million shares were available for future issuance under the 2021 Plan and the 2021 ESPP, respectively. Stock-based compensation expense Stock-based compensation expense is recognized in the consolidated statements of operations as follows: Year Ended December 31, 2022 2021 2020 (in thousands) Research and development $ 26,583 $ 15,239 $ 4,888 General and administrative (1) 11,754 7,123 940 Total stock-based compensation expense $ 38,337 $ 22,362 $ 5,828 (1) 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 December 31, 2022 are as follows: Stock Options RSAs RSUs Unrecognized stock-based compensation expense (in thousands) $ 73,291 $ 13 $ 4,209 Weighted-average period costs expected to be recognized (in years) 2.7 0.3 2.2 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 (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 17,337 $ 8.96 8.7 $ 141,718 Granted 11,949 6.09 Exercised (1,062 ) 2.10 Forfeited/Cancelled (4,538 ) 9.12 Outstanding as of December 31, 2022 23,686 $ 7.79 8.3 $ 10,628 Exercisable as of December 31, 2022 7,402 $ 7.32 7.3 $ 7,648 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: Assumptions 2022 2021 2020 Risk free interest rate 1.56% - 4.31% 0.46% - 1.38% 0.36% - 1.51% Expected volatility 70% 70% 70% Expected term (years) 5.50 - 6.25 5.50 - 6.40 6.25 - 6.75 Expected dividend 0% 0% 0% The following table summarizes additional information related to stock option activity: 2022 2021 2020 Weighted average grant date fair value per share for options granted $ 3.92 $ 14.22 $ 3.52 Aggregate intrinsic value of stock options exercised (in thousands) $ 6,133 $ 29,880 $ 605 Restricted stock A summary of the Company’s RSA and RSU activity is as follows: RSAs (in thousands) RSAs Weighted-Average Grant Date Fair Value per Share RSUs (in thousands) RSUs Weighted-Average Grant Date Fair Value per Share Unvested shares as of December 31, 2021 4,365 $ 0.43 141 $ 9.43 Granted - - 1,075 6.21 Vested (4,309 ) 0.42 (86 ) 9.52 Forfeited (44 ) 0.94 (245 ) 5.38 Unvested shares as of December 31, 2022 12 $ 1.44 885 $ 6.66 The fair value of vested RSAs was $1.8 million, $1.5 million, and $1.5 million, respectively, for the years ended December 31, 2022, 2021, and 2020. The fair value of vested RSUs was $0.5 million and $4.1 million for the years ended December 31, 2022 and 2021, and immaterial for the year ended December 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income taxes As of December 31, 2022, the Company had U.S. federal and state tax-effected net operating loss (NOL) carryforwards of $120.2 million and $34.6 million, respectively, which are available to reduce future taxable income. As of December 31, 2022, the Company also had federal and state research tax credits of $30.8 million and $13.3 million, respectively, which may be used to offset future liabilities. The Tax Cuts and Jobs Act enacted on December 22, 2017 altered the carryforward period for federal net operating losses and as a result, all net operating losses generated in 2018 and forward have an indefinite life. Of the federal net operating losses reported, we have accumulated $118.6 million with an indefinite life as of December 31, 2022. The state NOL will begin to expire in 2036. The federal tax credit carryforward will begin to expire in 2037, and the state tax credit will carry forward indefinitely. The NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. Subsequent ownership changes may further affect the limitation in future years. A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows: Year Ended December 31, 2022 2021 2020 Federal statutory tax 21.00 % 21.00 % 21.00 % State income tax, net of federal benefit 13.49 2.75 2.09 Valuation allowance (43.69 ) (24.06 ) (15.18 ) Success payment liabilities 5.40 (1.40 ) (4.58 ) Contingent consideration 0.26 (1.88 ) (3.89 ) Tax credits 4.93 2.58 1.88 Other (1.39 ) 1.01 (1.32 ) Effective income tax rate 0.00 % 0.00 % 0.00 % The principal components of the Company’s net deferred tax assets are as follows: December 31, 2022 2021 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 154,888 $ 114,368 Capitalized research and development 49,687 - Tax credit carryforwards 44,051 24,008 Lease liabilities 28,050 25,754 Intangibles 7,949 5,986 Stock-based compensation 6,958 1,854 Accrued liabilities and allowances 6,807 4,401 Success payment liabilities 516 3,290 Other 155 - Gross deferred tax assets 299,061 179,661 Valuation allowance (274,348 ) (156,622 ) Deferred tax assets, net of valuation allowance 24,713 23,039 Deferred tax liabilities: Right-of-use assets (23,554 ) (21,940 ) Fixed assets (1,159 ) (1,050 ) Other - (49 ) Deferred tax liabilities (24,713 ) (23,039 ) Net deferred taxes assets $ - $ - The Tax Cuts and Jobs Act contained a provision which requires the capitalization of Section 174 costs incurred in years beginning on or after January 1, 2022. Section 174 costs are expenditures which represent research and development costs that are incident to the development or improvement of a product, process, formula, invention, computer software, or technique. This provision changes the treatment of Section 174 costs such that the expenditures are no longer allowed as an immediate deduction but rather must be capitalized and amortized. The valuation allowance relates primarily to net U.S. deferred tax assets from operating losses, research tax credit carryforwards, capitalized research and development, and amounts paid and accrued to enter into various agreements for which the tax treatment requires capitalization and amortization. The Company maintains a full valuation allowance on its net U.S. deferred tax assets. The assessment regarding whether a valuation allowance is required considers both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. In making this assessment, significant weight is given to evidence that can be objectively verified. In its evaluation, the Company considered its cumulative losses and its forecasted losses in the near term as significant negative evidence. Based upon a review of the four sources of income identified within ASC 740, Accounting for Income Taxes The Company determines its uncertain tax positions based on a determination of whether and how much of the tax benefit the Company takes in its tax filings or positions is more likely than not to be sustained upon examination by the relevant income tax authorities. The Company is generally subject to examination by U.S. federal and local income tax authorities for all tax years in which the loss carryforward is available. The Company applies judgment in its determination of the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. As of December 31, 2022 and 2021, the Company’s uncertain tax positions were immaterial. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. Net loss per share Basic and diluted net loss per common share are calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. The Company was in a loss position for all periods presented, and basic net loss per share and diluted net loss per share are therefore the same for all periods, as the inclusion of all potential common securities outstanding would have been anti-dilutive. The following securities were excluded from the computation of net loss per diluted share of common stock for periods presented as their effect would have been anti-dilutive: Year Ended December 31, 2022 2021 2020 (in thousands) Convertible preferred stock - - 134,113 Options to purchase common stock 23,686 17,337 15,677 Unvested restricted common stock 12 4,365 10,079 Unvested RSUs 885 141 326 Total 24,583 21,843 160,195 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | 14. 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. Effective as of January 1, 2022, the Company began matching each participant’s 401(k) contributions, up to $4,000 per year per participant. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The Company’s 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 consolidated financial statements relate to success payment liabilities, contingent consideration, business combinations, accrued expenses, and operating lease right of use assets and liabilities. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less at acquisition. Cash equivalents include investments in money market funds with commercial banks and financial institutions and are stated at fair value. |
Marketable securities | Marketable securities Marketable securities are classified as available-for-sale debt securities and are carried at fair value, which is derived from independent pricing sources based on quoted prices in active markets for similar securities. 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. Unrealized gains and losses that are deemed to be temporary in nature are reported as a component of accumulated comprehensive income (loss). Amortization, accretion, and dividends are included in other income (expense), net on the consolidated statement of operations. The cost of securities sold is based on the specific-identification method. Each reporting period, the Company evaluates whether declines in fair value below carrying value are due to expected credit losses, as well as the Company’s ability and intent to hold the investment until a forecasted recovery occurs. Expected credit losses are recorded as an allowance through other income (expense), net. |
Concentrations of credit risk and off-balance sheet risk | Concentrations of credit risk and off-balance sheet risk The Company maintains its cash, cash equivalents, and marketable securities with high quality, accredited financial institutions. These amounts, at times, may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to significant risk on these funds. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements. |
Fair value measurement | Fair value measurement The Company accounts for certain assets and liabilities at fair value and is required to disclose information that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The hierarchy applies only to the valuation inputs used to determine the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy defines three levels of valuation inputs: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 – Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. The Company’s financial instruments include cash and cash equivalents, short- and long-term marketable securities, accounts payable, contingent consideration, success payment liabilities, and other accrued liabilities. The carrying amounts of cash, cash equivalents, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments. To the extent the valuation of financial instruments is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. See Note 6, Fair value measurements for more information on how the Company determines fair value. |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets, generally three to five years. Leasehold improvements are depreciated over the lesser of their useful lives or the remaining life of the lease. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is recorded in other income (expense), net in the period realized. Maintenance and repairs are expensed as incurred. |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews the carrying value and estimated lives of its long-lived assets whenever events or circumstances indicate the carrying values may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess of the asset’s carrying amount over its fair value. The Company has not recognized any impairment losses since inception. |
Acquisitions | Acquisitions The Company accounts for business combinations using the acquisition method of accounting, which requires the assets acquired, including in-process research and development (IPR&D), and liabilities assumed be recorded at fair value as of the acquisition date. Any excess of the purchase price over the fair value of net assets acquired is recorded as goodwill. The determination of the estimated fair value of these items requires significant estimates and assumptions. Transaction costs associated with business combinations are recorded in general and administrative expense as they are incurred. If the Company determines the acquisition does not meet the definition of a business combination under the acquisition method of accounting, the transaction is accounted for as an asset acquisition. In an asset acquisition, up-front payments allocated to IPR&D are recorded in research and development expense if it is determined that there is no alternative future use, and subsequent milestone payments are recorded in research and development expense when achieved. |
Goodwill and intangible assets | Goodwill and intangible assets Goodwill represents the excess of the purchase price over the estimated fair value of the identifiable assets acquired and liabilities assumed in a business combination. The Company evaluates goodwill for impairment annually or when a triggering event occurs that could indicate a potential impairment. The evaluation for impairment includes assessing qualitative factors or performing a quantitative analysis to determine whether it is more-likely-than-not that the fair value of net assets is below the carrying amount. As of December 31, 2022, the Company had goodwill of $140.6 million related to its acquisition of Cobalt Biomedicine, Inc. (Cobalt) in 2019 (the Cobalt acquisition), which represents the excess of the purchase price over the estimated fair value of the net assets acquired. There have been no impairments of goodwill since the acquisition. Intangible assets acquired in a business combination are recognized separately from goodwill and are initially recognized at fair value at the acquisition date. The fair value of the IPR&D is estimated using the replacement cost method. Under this method, the Company estimates the cost to recreate the technology and derive an estimated value to develop the technology. IPR&D assets are required to be classified as indefinite-lived assets and are not amortized until they become finite-lived assets upon the successful completion of the associated research and development technology. At that time, the useful life of the asset will be determined, and amortization will begin. If the associated research and development technology is abandoned, the related IPR&D asset will be written off and an impairment charge recorded. Intangible assets are reviewed for impairment at least annually or when a triggering event occurs that could indicate a potential impairment. There has been no amortization or impairment of the intangible asset since the Cobalt acquisition. |
Contingent consideration from business combinations | Contingent consideration from business combinations Contingent consideration from a business combination is recorded at fair value on the acquisition date and remeasured at each subsequent reporting period with changes in fair value recognized in research and development related success payments and contingent consideration. Changes in fair values reflect changes to the Company’s assumptions regarding probabilities of successful achievement of related milestones, the timing in which the milestones are expected to be achieved, and the discount rate used to estimate the fair value of the obligation. Pursuant to the terms and conditions of the Cobalt acquisition agreement, we are obligated to pay to certain former Cobalt stockholders contingent consideration (Cobalt Contingent Consideration). See Note 3, Acquisitions for more details on the Cobalt Consideration. |
Success payments | Success payments The Company agreed to pay success payments to Cobalt (Cobalt Success Payment) pursuant to the terms of its acquisition agreement with Cobalt and to the President and Fellows of Harvard College (Harvard) (Harvard Success Payments) pursuant to the terms of its exclusive license agreement with Harvard. See Note 3, Acquisitions and Note 4, License and collaboration agreements for more details on these success payments. The success payments are accounted for under Accounting Standards Codification (ASC) 815, Derivatives and Hedging To determine the estimated fair value of the success payment liabilities, the Company uses a Monte Carlo simulation methodology , which models the value of the liabilities based on several key assumptions , including the remaining terms of the success payments, risk-free interest rate, estimated number and timing of valuation measurement dates on the basis of which payments may be triggered, and expected volatility of the Company’s common stock. Expected volatility is estimated using the volatility of peer companies for a period of time commensurate with the remaining terms of the success payments. Additionally, the computation of the estimated fair value of the Cobalt Success Payment liability incorporate s the market capitalization of the Company at the end of each reporting period , and the computation of the estimated fair value of the Harvard Success Payments incorporate s the per share fair market value of the Company’s common stock at the end of each reporting period. |
Leases | Leases At the inception of an arrangement with a third party, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Lease liabilities represent an obligation to make payments arising from a lease and are measured at the present value of the remaining future lease payments over the term of the lease. The present value of the lease payments is determined using an incremental borrowing rate (IBR), which reflects the fixed rate at which the Company could borrow the amount of the lease payments, on a collateralized basis, for a similar term and economic environment. The lease terms may include the impact of options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. Assumptions made by the Company at the lease commencement date are re-evaluated upon the occurrence of certain events, including a lease modification. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease. Right-of-use (ROU) assets represent the right to use the underlying asset identified in the lease for the term of the agreement. The calculation of the ROU asset incorporates the value of the lease liability and excludes any lease incentives received and initial direct costs incurred. The Company’s lease portfolio consists of operating leases related to its facilities for office, laboratory, and industrial and manufacturing space. The Company does not have any financing leases. Leases with a term of 12 months or less are considered short-term and do not require recognition on the balance sheet, and payments associated with short-term leases are expensed as incurred. Rent expense for operating leases is recognized on a straight-line basis over the lease term. |
Claims and contingencies | Claims and contingencies From time to time, the Company may become involved in litigation and proceedings relating to claims arising in the ordinary course of business. The Company accrues a liability if the likelihood of an adverse outcome is probable, and the amount can be reasonably estimated. If the likelihood of an adverse outcome is only reasonably possible, or if an adverse outcome is probable, but an estimate is not determinable, the Company provides disclosure of the material claim or contingency. |
Stock-based compensation | Stock-based compensation The Company recognizes compensation costs related to restricted stock awards (RSAs), restricted stock units (RSUs), and stock options granted to employees and nonemployees based on the estimated fair value of the awards on the date of grant and recognizes expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award. Forfeitures are recognized as they occur. For RSAs and RSUs, the fair value of the Company’s common stock is used to determine the resulting stock-based compensation expense. The fair value of stock options is estimated on the date of grant using a Black-Scholes option pricing model which requires management to apply judgment and make estimates, including: • Fair Value of Common Stock —The fair value of common stock is based on the closing price as reported on The Nasdaq Global Select Market on the date of grant. • Expected Term —The expected term represents the period that a stock-based award is expected to be outstanding. The Company uses the simplified method to determine the expected term, which is based on the average of the time-to-vesting and the contractual life of the option. • Expected Volatility — Due to the Company’s limited operating history and lack of company-specific historical and implied volatility data, the expected volatility is estimated based on the average historical volatilities of common stock of comparable publicly traded entities over a period of time commensurate with the expected term of the stock option grants. The comparable companies are chosen based on their size, stage in the product development cycle, or area of specialty. The Company will continue to apply this process until sufficient historical information regarding the volatility of its own stock price becomes available. • Risk-Free Interest Rate— The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the awards. • Expected Dividend— The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero. |
Research and development expense | Research and development expense The Company records expense for research and development costs as incurred. Nonrefundable, advance payments for goods or contracts for services are deferred, and expense is recognized in the period in which the goods are received or the services are rendered. Research and development expense consist of personnel-related costs, including salaries, benefits, and non-cash stock-based compensation, external research and development expenses incurred under arrangements with third parties, costs for laboratory supplies, costs to acquire and license technologies aligned with the Company’s goal of translating engineered cells to medicines, facility and other allocated expenses, including rent, depreciation, and allocated overhead costs. |
Research and development related success payment and contingent consideration | Research and development related success payment and contingent consideration Research and development related success payments and contingent consideration include the change in the estimated fair value of the Cobalt Success Payment and Harvard Success Payment liabilities and Cobalt Contingent Consideration. Research and development expense related to the success payment liabilities and contingent consideration is unpredictable and may vary significantly from quarter-to-quarter and year-to-year due to changes in the assumptions used in the calculations. |
General and administrative expenses | General and administrative expenses General and administrative expenses consist of personnel costs, including salaries, benefits, and non-cash stock-based compensation, for employees in finance, legal, executive, human resources, information technology, and other administrative functions, legal and consulting fees, recruiting costs, and facility costs not otherwise included in research and development expenses. Legal fees include those related to corporate and patent matters. General and administrative expenses for the twelve months ended December 31, 2022 include costs related to the November 2022 restructuring and construction in progress costs incurred in connection with the write-off of our previously planned manufacturing facility in Fremont, California (Fremont facility), which we plan to replace with our manufacturing facility in Bothell, Washington (the Bothell facility). |
Income taxes | Income taxes The Company determines its deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that the deferred tax asset will not be recovered. The Company applies judgment in the determination of the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company recognizes any material interest and penalties related to unrecognized tax benefits in income tax expense. The Company is required to file income tax returns in the United States (U.S.) federal jurisdiction, and other state and local jurisdictions. The Company is generally subject to examination by U.S. federal and local income tax authorities for all tax years in which the loss carryforward is available. The Company is currently not under examination by the Internal Revenue Service or other jurisdictions for any tax years. |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment. |
JOBS Act accounting election | JOBS Act accounting election The Company is an emerging growth company (EGC), as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies; however, the Company may adopt new or revised accounting standards early if the standard allows for early adoption. In addition, the Company will utilize other exemptions and reduced reporting requirements provided to EGCs by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, an EGC is not required to, among other things, (i) provide an auditor’s attestation report on the company’s system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes- Oxley Act of 2002, (ii) provide all of the compensation disclosure that may be required of non- EGC public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) , or (iv) disclose certain executive compensation-related items , such as the correlation between executive compensation and performance and comparisons of the c hief e xecutive o fficer’s compensation to median employee compensation. |
Recent accounting pronouncements | Recent accounting pronouncements Recently 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 |
Acquisitions - (Tables)
Acquisitions - (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cobalt Biomedicine, Inc | |
Business Acquisition [Line Items] | |
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) | 12 Months Ended |
Dec. 31, 2022 | |
License And Collaboration Agreements [Abstract] | |
Summary of Potential Success Payments | 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) | 12 Months Ended |
Dec. 31, 2022 | |
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: December 31, 2022 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 $ 114,363 $ - $ - $ 114,363 U.S. government and agency securities Level 2 40,532 10 - 40,542 Corporate debt securities Level 2 9,796 1 (2 ) 9,795 Total cash equivalents 164,691 11 (2 ) 164,700 Short-term marketable securities: U.S. government and agency securities Level 2 222,435 2 (3,711 ) 218,726 Corporate debt securities Level 2 28,836 - (364 ) 28,472 Total short-term marketable securities 251,271 2 (4,075 ) 247,198 Long-term marketable securities: U.S. government and agency securities Level 2 10,314 - (263 ) 10,051 Total long-term marketable securities 10,314 - (263 ) 10,051 Other assets Level 3 369 - - 369 Total financial assets $ 426,645 $ 13 $ (4,340 ) $ 422,318 Financial liabilities: Short-term financial liabilities: $ - Contingent consideration Level 3 $ 55,345 $ - $ - $ 55,345 Total short-term financial liabilities 55,345 - - 55,345 Long-term financial liabilities: Contingent consideration Level 3 95,034 - - 95,034 Success payment liabilities Level 3 21,007 - - 21,007 Total long-term financial liabilities 116,041 - - 116,041 Total financial liabilities $ 171,386 $ - $ - $ 171,386 December 31, 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 $ 224,671 $ - $ - $ 224,671 Corporate debt securities Level 2 2,345 - - 2,345 Total cash equivalents 227,016 - - 227,016 Short-term marketable securities: U.S. government and agency securities Level 2 162,854 1 (195 ) 162,660 Corporate debt securities Level 2 135,441 - (134 ) 135,307 Total short-term marketable securities 298,295 1 (329 ) 297,967 Long-term marketable securities: U.S. government and agency securities Level 2 176,492 - (925 ) 175,567 Corporate debt securities Level 2 20,427 - (113 ) 20,314 Total long-term marketable securities 196,919 - (1,038 ) 195,881 Other assets Level 3 426 - - 426 Total financial assets $ 722,656 $ 1 $ (1,367 ) $ 721,290 Financial liabilities: Short-term financial liabilities: Contingent consideration Level 3 $ 51,382 $ - $ - $ 51,382 Success payment liabilities Level 3 5,000 - - 5,000 Total short-term financial liabilities 56,382 - - 56,382 Long-term financial liabilities: Contingent consideration Level 3 102,361 - - 102,361 Success payment liabilities Level 3 97,525 - - 97,525 Total long-term financial liabilities 199,886 - - 199,886 Total financial liabilities $ 256,268 $ - $ - $ 256,268 |
Summary of Estimated Fair Value Available For Sale Debt Securities Continuous Unrealized Loss Position | The following table summarizes available-for-sale debt securities in a continuous unrealized loss position for less than and greater than twelve months, for the periods presented: Less than 12 months 12 months or greater Total Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses (in thousands) December 31, 2022 U.S. government and agency securities $ 49,253 $ (673 ) $ 172,845 $ (3,301 ) $ 222,098 $ (3,974 ) Corporate debt securities 13,333 (16 ) 19,664 (350 ) 32,997 (366 ) Total $ 62,586 $ (689 ) $ 192,509 $ (3,651 ) $ 255,095 $ (4,340 ) December 31, 2021 U.S. government and agency securities $ 329,883 $ (1,120 ) $ - $ - $ 329,883 $ (1,120 ) Corporate debt securities 156,662 (247 ) - - 156,662 (247 ) Total $ 486,545 $ (1,367 ) $ - $ - $ 486,545 $ (1,367 ) |
Changes in Estimated Fair Value of Level 3 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, 2021 $ 153,743 $ 88,353 $ 14,172 Changes in fair value - gain (528 ) (46,823 ) (8,087 ) Balance as of March 31, 2022 153,215 41,530 6,085 Changes in fair value - gain (3,830 ) (12,073 ) (2,025 ) Balance as of June 30, 2022 149,385 29,457 4,060 Changes in fair value - expense (gain) (8,255 ) 2,439 (246 ) Balance as of September 30, 2022 141,130 31,896 3,814 Changes in fair value - expense (gain) 9,249 (12,880 ) (1,823 ) Balance as of December 31, 2022 $ 150,379 $ 19,016 $ 1,991 |
Success Payment Liabilities | |
Summary of Estimated Fair Value of Liabilities using Unobservable Inputs | The fair values of the Cobalt Success Payments and Harvard success Payments were calculated using the following unobservable inputs: December 31, 2022 2021 Unobservable Input Cobalt Harvard Cobalt Harvard Expected stock price volatility 70% 70% 70% 70% Expected term (years) 16.1 8.2 17.1 9.2 |
Cobalt Contingent Consideration | |
Summary of Estimated Fair Value of Liabilities using Unobservable Inputs | The fair value of the Cobalt Contingent Consideration was calculated using the following unobservable inputs: December 31, 2022 2021 Unobservable Input Range Weighted-Average Range Weighted-Average Discount rates 13.4% - 15.1% 14.6% 10.9% - 11.6% 11.2% Probability of milestone achievement 5.0% - 85.0% 36.0% 5.0% - 75.0% 33.8% |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following: December 31, 2022 2021 (in thousands) Laboratory equipment $ 61,842 $ 47,684 Leasehold improvements 34,427 33,848 Construction in progress 1,711 1,388 Computer equipment, software, and other 2,914 1,318 Total property and equipment, at cost 100,894 84,238 Less: Accumulated depreciation (33,977 ) (18,774 ) Property and equipment, net $ 66,917 $ 65,464 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: December 31, 2022 2021 (in thousands) Accrued compensation: Accrued bonuses $ 16,455 $ 13,814 Accrued paid time off 4,794 4,429 Accrued payroll 5,113 2,888 Total accrued compensation $ 26,362 $ 21,131 Accrued expenses and other current liabilities: Accrued research and development services $ 8,733 $ 3,419 Accrued professional fees 1,158 1,971 Accrued property and equipment 1,790 2,566 Other accrued current liabilities 2,866 2,388 Total accrued expenses and other current liabilities $ 14,547 $ 10,344 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Additional Information Related to Operating Leases | The following table contains additional information related to the Company’s operating leases: Location Use Approximate Square Footage Commencement Dates Expiration Dates Seattle, WA Office/Laboratory 48,000 March 2019 to September 2020 December 2026 to April 2028 Cambridge, MA Office/Laboratory 60,000 March 2019 to January 2022 December 2025 to February 2028 South San Francisco, CA Office/Laboratory 100,000 December 2019 to April 2022 April 2024 to April 2030 Fremont, CA Industrial 163,000 July 2021 November 2031 Rochester, NY Office/Laboratory 3,000 January 2022 January 2025 Bothell, WA Office/Laboratory/Industrial 80,000 January 2023 January 2039 |
Summary of Lease Costs | The following table summarizes the Company’s lease costs: Year Ended December 31, 2022 2021 2020 (in thousands) Operating lease cost $ 23,881 $ 16,425 $ 10,757 Short-term lease cost - 512 1,886 Variable lease cost 7,193 5,230 3,081 Total lease cost $ 31,074 $ 22,167 $ 15,724 |
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 December 31, 2022 (in thousands): 2023 $ 23,523 2024 24,321 2025 24,298 2026 21,343 2027 18,736 2028 and thereafter 36,367 Total undiscounted lease payments 148,588 Less: imputed interest (39,018 ) Less: tenant improvement allowances (1,317 ) Present value of operating lease liabilities 108,253 Less: current portion of operating lease liabilities (12,393 ) Operating lease liabilities, net of current portion $ 95,860 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Based Compensation Expense Recognized | Stock-based compensation expense is recognized in the consolidated statements of operations as follows: Year Ended December 31, 2022 2021 2020 (in thousands) Research and development $ 26,583 $ 15,239 $ 4,888 General and administrative (1) 11,754 7,123 940 Total stock-based compensation expense $ 38,337 $ 22,362 $ 5,828 (1) |
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 December 31, 2022 are as follows: Stock Options RSAs RSUs Unrecognized stock-based compensation expense (in thousands) $ 73,291 $ 13 $ 4,209 Weighted-average period costs expected to be recognized (in years) 2.7 0.3 2.2 |
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 (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 17,337 $ 8.96 8.7 $ 141,718 Granted 11,949 6.09 Exercised (1,062 ) 2.10 Forfeited/Cancelled (4,538 ) 9.12 Outstanding as of December 31, 2022 23,686 $ 7.79 8.3 $ 10,628 Exercisable as of December 31, 2022 7,402 $ 7.32 7.3 $ 7,648 |
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: Assumptions 2022 2021 2020 Risk free interest rate 1.56% - 4.31% 0.46% - 1.38% 0.36% - 1.51% Expected volatility 70% 70% 70% Expected term (years) 5.50 - 6.25 5.50 - 6.40 6.25 - 6.75 Expected dividend 0% 0% 0% |
Summary of Additional Information Related to Stock Option Activity | The following table summarizes additional information related to stock option activity: 2022 2021 2020 Weighted average grant date fair value per share for options granted $ 3.92 $ 14.22 $ 3.52 Aggregate intrinsic value of stock options exercised (in thousands) $ 6,133 $ 29,880 $ 605 |
Summary of RSA and RSU Activity | A summary of the Company’s RSA and RSU activity is as follows: RSAs (in thousands) RSAs Weighted-Average Grant Date Fair Value per Share RSUs (in thousands) RSUs Weighted-Average Grant Date Fair Value per Share Unvested shares as of December 31, 2021 4,365 $ 0.43 141 $ 9.43 Granted - - 1,075 6.21 Vested (4,309 ) 0.42 (86 ) 9.52 Forfeited (44 ) 0.94 (245 ) 5.38 Unvested shares as of December 31, 2022 12 $ 1.44 885 $ 6.66 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Income Taxes Computed Using U.S Federal Statutory Tax Rate | A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows: Year Ended December 31, 2022 2021 2020 Federal statutory tax 21.00 % 21.00 % 21.00 % State income tax, net of federal benefit 13.49 2.75 2.09 Valuation allowance (43.69 ) (24.06 ) (15.18 ) Success payment liabilities 5.40 (1.40 ) (4.58 ) Contingent consideration 0.26 (1.88 ) (3.89 ) Tax credits 4.93 2.58 1.88 Other (1.39 ) 1.01 (1.32 ) Effective income tax rate 0.00 % 0.00 % 0.00 % |
Components of Net Deferred Tax Assets | The principal components of the Company’s net deferred tax assets are as follows: December 31, 2022 2021 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 154,888 $ 114,368 Capitalized research and development 49,687 - Tax credit carryforwards 44,051 24,008 Lease liabilities 28,050 25,754 Intangibles 7,949 5,986 Stock-based compensation 6,958 1,854 Accrued liabilities and allowances 6,807 4,401 Success payment liabilities 516 3,290 Other 155 - Gross deferred tax assets 299,061 179,661 Valuation allowance (274,348 ) (156,622 ) Deferred tax assets, net of valuation allowance 24,713 23,039 Deferred tax liabilities: Right-of-use assets (23,554 ) (21,940 ) Fixed assets (1,159 ) (1,050 ) Other - (49 ) Deferred tax liabilities (24,713 ) (23,039 ) Net deferred taxes assets $ - $ - |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The following securities were excluded from the computation of net loss per diluted share of common stock for periods presented as their effect would have been anti-dilutive: Year Ended December 31, 2022 2021 2020 (in thousands) Convertible preferred stock - - 134,113 Options to purchase common stock 23,686 17,337 15,677 Unvested restricted common stock 12 4,365 10,079 Unvested RSUs 885 141 326 Total 24,583 21,843 160,195 |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2022 | |
Description Of Organization [Line Items] | |||||
Stock-based compensation expense | $ 38,337,000 | $ 22,362,000 | $ 5,828,000 | ||
Net proceeds from issuance of common stock | 601,000 | ||||
Proceeds from public offering of common stock, net of offering costs | 626,405,000 | ||||
Accumulated deficit | 1,054,836,000 | $ 785,360,000 | |||
Cash, cash equivalents and marketable securities | 434,000,000 | ||||
Success payment liabilities | 18,600,000 | ||||
Contingent consideration | $ 99,100,000 | ||||
At The Market Offering | Common Stock | |||||
Description Of Organization [Line Items] | |||||
Issuance of common stock, net of offering costs (in shares) | 149 | ||||
IPO | Common Stock | |||||
Description Of Organization [Line Items] | |||||
Issuance of common stock, net of offering costs (in shares) | 27,000 | 27,025 | |||
Common stock price per share | $ 25 | ||||
Proceeds from public offering of common stock, net of offering costs | $ 626,400,000 | ||||
Payments of underwriting discounts and commissions | 45,200,000 | ||||
Offering expenses | $ 4,000,000 | ||||
Underwriters' Option To Purchase Additional Shares | Common Stock | |||||
Description Of Organization [Line Items] | |||||
Issuance of common stock, net of offering costs (in shares) | 3,500 | ||||
Cowen | At The Market Offering | |||||
Description Of Organization [Line Items] | |||||
Common stock maximum aggregate offering price | $ 150,000,000 | ||||
Net proceeds from issuance of common stock | $ 600,000 | ||||
Portfolio Prioritization and Corporate Restructuring | |||||
Description Of Organization [Line Items] | |||||
Reduction workforce percentage | 15% | ||||
Expenses related to employee severance, benefits, and related costs | $ 6,800,000 | ||||
Stock-based compensation expense | $ 1,900,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 | Feb. 28, 2019 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Off-balance sheet concentrations of credit risk, description | The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements. | |||
Goodwill | $ 140,627,000 | $ 140,627,000 | ||
Amortization of intangible asset | 0 | |||
Impairments of intangible asset | $ 0 | |||
Expected dividend yield | 0% | 0% | 0% | |
Number of operating segment | Segment | 1 | |||
Acquisition Agreement | Cobalt Biomedicine, Inc | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Goodwill | $ 140,600,000 | $ 140,600,000 | ||
Impairments of goodwill | $ 0 | |||
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful life | 3 years | |||
Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful life | 5 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 140,627,000 | $ 140,627,000 | ||
Estimated fair value of contingent consideration, short term liabilities | 55,345,000 | 51,382,000 | ||
Estimated fair value of contingent consideration, long-term liabilities | 95,034,000 | 102,361,000 | ||
Change in fair value of contingent consideration | (3,364,000) | 31,842,000 | $ 52,793,000 | |
Cobalt Biomedicine, Inc | Acquisition Agreement | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, percentage of voting interests acquired | 100% | |||
Goodwill | $ 140,600,000 | 140,600,000 | ||
Maximum contingent consideration upon achievement of certain pre-specified development milestones | 500,000,000 | |||
Cobalt Biomedicine, Inc | Acquisition Agreement | Research and Development Expense | ||||
Business Acquisition [Line Items] | ||||
Estimated fair value of contingent consideration | 150,400,000 | 153,700,000 | ||
Estimated fair value of contingent consideration, short term liabilities | 55,400,000 | 51,400,000 | ||
Estimated fair value of contingent consideration, long-term liabilities | 95,000,000 | 102,300,000 | ||
Change in estimated fair value of success payment | 69,300,000 | (23,600,000) | (62,300,000) | |
Change in fair value of contingent consideration | 3,400,000 | 31,800,000 | $ 52,800,000 | |
Cobalt Biomedicine, Inc | Acquisition Agreement | Research and Development Expense | Long-term Liabilities | ||||
Business Acquisition [Line Items] | ||||
Estimated fair value of success payment liability | $ 19,000,000 | $ 88,300,000 | ||
Cobalt Biomedicine, Inc | Acquisition Agreement | Minimum | ||||
Business Acquisition [Line Items] | ||||
Threshold market capitalization | 8,100,000,000 | |||
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 | IPR&D | ||||
Business Acquisition [Line Items] | ||||
Business combination, intangible assets | $ 59,200,000 |
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, 2019 USD ($) | |
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, 2019 USD ($) |
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 |
License and Collaboration Agr_3
License and Collaboration Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2021 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Common stock shares issued | $ 680,000 | ||||
Beam Therapeutics Inc. (Beam) | Research and Development Expense | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Upfront payment to collaborators | $ 50,000,000 | ||||
Beam Therapeutics Inc. (Beam) | Maximum | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Developmental and commercial milestone payments and royalties on licensed products payable | $ 65,000,000 | ||||
Beam Therapeutics Inc. (Beam) | Minimum | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Beneficial ownership percentage held by a member of board of directors | 10% | ||||
Harvard College | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Aggregated consideration paid | $ 12,000,000 | ||||
Common stock shares issued | 9,000,000 | ||||
Payment to collaborators | $ 3,000,000 | ||||
Share issue price | $ 4 | ||||
Maximum period expected to achieve for success payments | 12 years | ||||
Estimated fair value of success payment liability | 14,200,000 | ||||
Harvard College | Short-term Liabilities | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Estimated fair value of success payment liability | 5,000,000 | ||||
Harvard College | Long-term Liabilities | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Estimated fair value of success payment liability | $ 2,000,000 | 9,200,000 | |||
Harvard College | Research and Development Expense | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Expense in connection with change in estimated fair value of success payment liability | $ 12,200,000 | $ (2,400,000) | $ (9,900,000) | ||
Harvard College | Maximum | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Cobalt success payment | $ 175,000,000 |
License and Collaboration Agr_4
License and Collaboration Agreements - Summary of Potential Success Payments (Details) - Harvard College $ / shares in Units, $ in Millions | 1 Months Ended |
Mar. 31, 2019 USD ($) $ / 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) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) LettersOfCredit | Jul. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | |
Restricted Cash And Cash Equivalents Items [Line Items] | |||
Standby letters of credit | $ 10,500 | $ 8,800 | |
Number of standby letters of credit | LettersOfCredit | 2 | ||
Restricted cash and cash equivalents, noncurrent, nature of restriction, description | standby letters of credit | ||
Restricted cash | $ 6,100 | ||
Fremont, California | |||
Restricted Cash And Cash Equivalents Items [Line Items] | |||
Standby letters of credit | $ 6,700 | ||
Fremont, California | Forecast | |||
Restricted Cash And Cash Equivalents Items [Line Items] | |||
Future letter of credit amount | $ 600 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash Equivalents | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | $ 164,691 | $ 227,016 |
Gross Unrealized Holding Gains | 11 | |
Gross Unrealized Holding Losses | (2) | |
Estimated Fair Value | 164,700 | 227,016 |
Cash Equivalents | Money Market Funds | Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 114,363 | 224,671 |
Estimated Fair Value | 114,363 | 224,671 |
Cash Equivalents | US Government Agencies Debt Securities | Fair Value, Inputs, Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 40,532 | |
Gross Unrealized Holding Gains | 10 | |
Estimated Fair Value | 40,542 | |
Cash Equivalents | Corporate Debt Securities | Fair Value, Inputs, Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 9,796 | 2,345 |
Gross Unrealized Holding Gains | 1 | |
Gross Unrealized Holding Losses | (2) | |
Estimated Fair Value | 9,795 | 2,345 |
Short-term Marketable Securities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 251,271 | 298,295 |
Gross Unrealized Holding Gains | 2 | 1 |
Gross Unrealized Holding Losses | (4,075) | (329) |
Estimated Fair Value | 247,198 | 297,967 |
Short-term Marketable Securities | US Government Agencies Debt Securities | Fair Value, Inputs, Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 222,435 | 162,854 |
Gross Unrealized Holding Gains | 2 | 1 |
Gross Unrealized Holding Losses | (3,711) | (195) |
Estimated Fair Value | 218,726 | 162,660 |
Short-term Marketable Securities | Corporate Debt Securities | Fair Value, Inputs, Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 28,836 | 135,441 |
Gross Unrealized Holding Losses | (364) | (134) |
Estimated Fair Value | 28,472 | 135,307 |
Long-term Marketable Securities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 10,314 | 196,919 |
Gross Unrealized Holding Losses | (263) | (1,038) |
Estimated Fair Value | 10,051 | 195,881 |
Long-term Marketable Securities | US Government Agencies Debt Securities | Fair Value, Inputs, Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 10,314 | 176,492 |
Gross Unrealized Holding Losses | (263) | (925) |
Estimated Fair Value | 10,051 | 175,567 |
Long-term Marketable Securities | Corporate Debt Securities | Fair Value, Inputs, Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 20,427 | |
Gross Unrealized Holding Losses | (113) | |
Estimated Fair Value | 20,314 | |
Other Assets | Fair Value, Inputs, Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 369 | 426 |
Estimated Fair Value | 369 | 426 |
Financial Assets | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 426,645 | 722,656 |
Gross Unrealized Holding Gains | 13 | 1 |
Gross Unrealized Holding Losses | (4,340) | (1,367) |
Estimated Fair Value | 422,318 | 721,290 |
Short-term Financial Liabilities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 55,345 | 56,382 |
Estimated Fair Value | 55,345 | 56,382 |
Short-term Financial Liabilities | Contingent consideration | Fair Value, Inputs, Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 55,345 | 51,382 |
Estimated Fair Value | 55,345 | 51,382 |
Short-term Financial Liabilities | Success Payment Liabilities | Fair Value, Inputs, Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 5,000 | |
Estimated Fair Value | 5,000 | |
Long-term Financial Liabilities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 116,041 | 199,886 |
Estimated Fair Value | 116,041 | 199,886 |
Long-term Financial Liabilities | Contingent consideration | Fair Value, Inputs, Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 95,034 | 102,361 |
Estimated Fair Value | 95,034 | 102,361 |
Long-term Financial Liabilities | Success Payment Liabilities | Fair Value, Inputs, Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 21,007 | 97,525 |
Estimated Fair Value | 21,007 | 97,525 |
Financial Liabilities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | 171,386 | 256,268 |
Estimated Fair Value | $ 171,386 | $ 256,268 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Estimated Fair Value Available For Sale Debt Securities Continuous Unrealized Loss Position (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value less than 12 months | $ 62,586 | $ 486,545 |
Unrealized losses less than 12 months | (689) | (1,367) |
Fair value 12 months or greater | 192,509 | |
Unrealized losses 12 months or greater | 3,651 | |
Total fair value | 255,095 | 486,545 |
Total unrealized losses | 4,340 | 1,367 |
US Government Agencies Debt Securities | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value less than 12 months | 49,253 | 329,883 |
Unrealized losses less than 12 months | (673) | (1,120) |
Fair value 12 months or greater | 172,845 | |
Unrealized losses 12 months or greater | 3,301 | |
Total fair value | 222,098 | 329,883 |
Total unrealized losses | 3,974 | 1,120 |
Corporate Debt Securities | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value less than 12 months | 13,333 | 156,662 |
Unrealized losses less than 12 months | (16) | (247) |
Fair value 12 months or greater | 19,664 | |
Unrealized losses 12 months or greater | 350 | |
Total fair value | 32,997 | 156,662 |
Total unrealized losses | $ 366 | $ 247 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Maximum | 12 Months Ended |
Dec. 31, 2022 | |
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 - Chang
Fair Value Measurements - Changes in Estimated Fair Value of Level 3 Financial Liabilities (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | 3 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Contingent Consideration | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Beginning Balance | $ 141,130 | $ 149,385 | $ 153,215 | $ 153,743 |
Changes in fair value - expense (gain) | 9,249 | (8,255) | (3,830) | (528) |
Ending Balance | 150,379 | 141,130 | 149,385 | 153,215 |
Cobalt Success Payment Liability | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Beginning Balance | 31,896 | 29,457 | 41,530 | 88,353 |
Changes in fair value - expense (gain) | (12,880) | 2,439 | (12,073) | (46,823) |
Ending Balance | 19,016 | 31,896 | 29,457 | 41,530 |
Harvard Success Payment Liability | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Beginning Balance | 3,814 | 4,060 | 6,085 | 14,172 |
Changes in fair value - expense (gain) | (1,823) | (246) | (2,025) | (8,087) |
Ending Balance | $ 1,991 | $ 3,814 | $ 4,060 | $ 6,085 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Estimated Fair Value of Contingent Consideration Unobservable Inputs (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Minimum | Discount Rates | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value contingent consideration measurement input | 0.134 | 0.109 |
Minimum | Probability of Milestone Achievement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value contingent consideration measurement input | 0.050 | 0.050 |
Maximum | Discount Rates | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value contingent consideration measurement input | 0.151 | 0.116 |
Maximum | Probability of Milestone Achievement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value contingent consideration measurement input | 0.850 | 0.750 |
Weighted-Average | Discount Rates | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value contingent consideration measurement input | 0.146 | 0.112 |
Weighted-Average | Probability of Milestone Achievement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value contingent consideration measurement input | 0.360 | 0.338 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Estimated Fair Value of Success Payment Liabilities Unobservable Inputs (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cobalt | Expected Stock Price Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value measurement input | 0.70 | 0.70 |
Cobalt | Expected Term (Years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value measurement input expected term (years) | 16 years 1 month 6 days | 17 years 1 month 6 days |
Harvard | Expected Stock Price Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value measurement input | 0.70 | 0.70 |
Harvard | Expected Term (Years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value measurement input expected term (years) | 8 years 2 months 12 days | 9 years 2 months 12 days |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 100,894 | $ 84,238 |
Less: Accumulated depreciation | (33,977) | (18,774) |
Property and equipment, net | 66,917 | 65,464 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 61,842 | 47,684 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 34,427 | 33,848 |
Construction In Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 1,711 | 1,388 |
Computer Equipment, Software and Other | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 2,914 | $ 1,318 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 15,625 | $ 11,070 | $ 5,921 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Compensation and Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued compensation: | ||
Accrued bonuses | $ 16,455 | $ 13,814 |
Accrued paid time off | 4,794 | 4,429 |
Accrued payroll | 5,113 | 2,888 |
Total accrued compensation | 26,362 | 21,131 |
Accrued expenses and other current liabilities: | ||
Accrued research and development services | 8,733 | 3,419 |
Accrued professional fees | 1,158 | 1,971 |
Accrued property and equipment | 1,790 | 2,566 |
Other accrued current liabilities | 2,866 | 2,388 |
Total accrued expenses and other current liabilities | $ 14,547 | $ 10,344 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) ft² | Dec. 31, 2022 USD ($) | |
Lessee Lease Description [Line Items] | ||
Obligation to pay base rent | $ 148,588 | |
Weighted-average remaining lease term | 6 years 2 months 12 days | |
Weighted-average incremental borrowing rate | 9.68% | |
Bothell, Washington | ||
Lessee Lease Description [Line Items] | ||
Square feet | ft² | 79,565 | |
Initial lease term | 16 years | |
Option to extend the lease term | the option to extend the lease for up to three additional five-year terms. | |
Reimbursement of tenant improvements | $ 19,900 | |
Optional additional tenant improvement allowance | $ 8,000 | |
Optional additional tenant improvement allowance, interest rate | 6.50% | |
Obligation to pay base rent | $ 68,800 | |
Letter of credit | $ 1,600 | |
Fremont, California | ||
Lessee Lease Description [Line Items] | ||
Option to extend the lease term | option to renew the lease for two additional five-year terms. | |
Increase decrease in operating lease right-of-use assets | $ 12,800 | |
Increase decrease in operating lease right-of-use liabilities | 12,800 | |
Construction in progress costs write-off | $ 4,500 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Additional Information Related to Operating Leases (Details) - ft² | 1 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2022 | |
Seattle, WA | Office/Laboratory | ||
Lessee Lease Description [Line Items] | ||
Square feet | 48,000 | |
Commencement Dates, Beginning | 2019-03 | |
Commencement Dates, Ending | 2020-09 | |
Lease arrangement, contractual expiration period, beginning year | 2026-12 | |
Lease arrangement, contractual expiration period, ending year | 2028-04 | |
Cambridge, MA | Office/Laboratory | ||
Lessee Lease Description [Line Items] | ||
Square feet | 60,000 | |
Commencement Dates, Beginning | 2019-03 | |
Commencement Dates, Ending | 2022-01 | |
Lease arrangement, contractual expiration period, beginning year | 2025-12 | |
Lease arrangement, contractual expiration period, ending year | 2028-02 | |
South San Francisco, CA | Office/Laboratory | ||
Lessee Lease Description [Line Items] | ||
Square feet | 100,000 | |
Commencement Dates, Beginning | 2019-12 | |
Commencement Dates, Ending | 2022-04 | |
Lease arrangement, contractual expiration period, beginning year | 2024-04 | |
Lease arrangement, contractual expiration period, ending year | 2030-04 | |
Fremont, CA | Industrial | ||
Lessee Lease Description [Line Items] | ||
Square feet | 163,000 | |
Commencement Dates, Beginning | 2021-07 | |
Lease arrangement, contractual expiration period, ending year | 2031-11 | |
Rochester, NY | Office/Laboratory | ||
Lessee Lease Description [Line Items] | ||
Square feet | 3,000 | |
Commencement Dates, Beginning | 2022-01 | |
Lease arrangement, contractual expiration period, ending year | 2025-01 | |
Bothell, WA | ||
Lessee Lease Description [Line Items] | ||
Square feet | 79,565 | |
Bothell, WA | Office/Laboratory/Industrial | ||
Lessee Lease Description [Line Items] | ||
Square feet | 80,000 | |
Commencement Dates, Beginning | 2023-01 | |
Lease arrangement, contractual expiration period, ending year | 2039-01 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease, Cost [Abstract] | |||
Operating lease cost | $ 23,881 | $ 16,425 | $ 10,757 |
Short-term lease cost | 512 | 1,886 | |
Variable lease cost | 7,193 | 5,230 | 3,081 |
Total lease cost | $ 31,074 | $ 22,167 | $ 15,724 |
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) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments And Contingencies Disclosure [Abstract] | ||
2023 | $ 23,523 | |
2024 | 24,321 | |
2025 | 24,298 | |
2026 | 21,343 | |
2027 | 18,736 | |
2028 and thereafter | 36,367 | |
Total undiscounted lease payments | 148,588 | |
Less: imputed interest | (39,018) | |
Less: tenant improvement allowances | (1,317) | |
Present value of operating lease liabilities | 108,253 | |
Less: current portion of operating lease liabilities | (12,393) | $ (9,159) |
Operating lease liabilities, net of current portion | $ 95,860 | $ 101,784 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Aug. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | |||
Common stock, shares outstanding | 191,022 | 184,929 | |
Net proceeds from issuance of common stock | $ 601,000 | ||
Cowen | At The Market Offering | |||
Class Of Stock [Line Items] | |||
Common stock maximum aggregate offering price | $ 150,000,000 | ||
Net proceeds from issuance of common stock | $ 600,000 | ||
Restricted Stock | |||
Class Of Stock [Line Items] | |||
Common stock outstanding | 12 | 4,365 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 38,337 | $ 22,362 | $ 5,828 | |
Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair value of vested | 1,800 | 1,500 | $ 1,500 | |
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair value of vested | $ 500 | $ 4,100 | ||
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% | |||
Number of shares available for future issuance | 3.3 | |||
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% | |||
2021 Incentive Award Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available for future issuance | 14.4 | |||
Total stock-based compensation expense | $ 1,900 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 38,337 | $ 22,362 | $ 5,828 | |
Research and Development Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 26,583 | 15,239 | 4,888 | |
General and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | [1] | $ 11,754 | $ 7,123 | $ 940 |
[1]During the year ended December 31, 2022 the Company recognized stock-based compensation expense of $1.9 million related to equity awards for employees impacted by the November 2022 restructuring. |
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) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense (in thousands) | $ 73,291 |
Weighted-average period costs expected to be recognized (in years) | 2 years 8 months 12 days |
Restricted Stock | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense (in thousands) | $ 13 |
Weighted-average period costs expected to be recognized (in years) | 3 months 18 days |
Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense (in thousands) | $ 4,209 |
Weighted-average period costs expected to be recognized (in years) | 2 years 2 months 12 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options | ||
Stock Options Outstanding, Beginning Balance | 17,337 | |
Stock Options, Granted | 11,949 | |
Stock Options, Exercised | (1,062) | |
Stock Options, Forfeited/Cancelled | (4,538) | |
Stock Options Outstanding, Ending Balance | 23,686 | 17,337 |
Stock Options Exercisable | 7,402 | |
Weighted-Average Exercise Price per Share | ||
Weighted-Average Exercise Price per Share Outstanding, Beginning Balance | $ 8.96 | |
Weighted-Average Exercise Price per Share, Granted | 6.09 | |
Weighted-Average Exercise Price per Share, Exercised | 2.10 | |
Weighted-Average Exercise Price per Share, Forfeited/Cancelled | 9.12 | |
Weighted-Average Exercise Price per Share Outstanding, Ending Balance | 7.79 | $ 8.96 |
Weighted-Average Exercise Price Per Share Exercisable | $ 7.32 | |
Weighted-Average Remaining Contractual Life (years) | ||
Weighted-Average Remaining Contractual Life (years), Outstanding | 8 years 3 months 18 days | 8 years 8 months 12 days |
Weighted-Average Remaining Contractual Life (years), Exercisable | 7 years 3 months 18 days | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Outstanding | $ 10,628 | $ 141,718 |
Aggregate Intrinsic Value, Exercisable | $ 7,648 |
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) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk free interest rate, minimum | 1.56% | 0.46% | 0.36% |
Risk free interest rate, maximum | 4.31% | 1.38% | 1.51% |
Expected volatility | 70% | 70% | 70% |
Expected dividend | 0% | 0% | 0% |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 5 years 6 months | 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 4 months 24 days | 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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Weighted average grant date fair value per share for options granted | $ 3.92 | $ 14.22 | $ 3.52 |
Aggregate intrinsic value of stock options exercised (in thousands) | $ 6,133 | $ 29,880 | $ 605 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of RSA and RSU Activity (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Restricted Stock | |
RSAs | |
Unvested shares as of December 31, 2021 | shares | 4,365 |
Vested | shares | (4,309) |
Forfeited | shares | (44) |
Unvested shares as of December 31, 2022 | shares | 12 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested shares as of December 31, 2021 | $ / shares | $ 0.43 |
Vested | $ / shares | 0.42 |
Forfeited | $ / shares | 0.94 |
Unvested shares as of December 31, 2022 | $ / shares | $ 1.44 |
Restricted Stock Units (RSUs) | |
RSAs | |
Unvested shares as of December 31, 2021 | shares | 141 |
Granted | shares | 1,075 |
Vested | shares | (86) |
Forfeited | shares | (245) |
Unvested shares as of December 31, 2022 | shares | 885 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested shares as of December 31, 2021 | $ / shares | $ 9.43 |
Granted | $ / shares | 6.21 |
Vested | $ / shares | 9.52 |
Forfeited | $ / shares | 5.38 |
Unvested shares as of December 31, 2022 | $ / shares | $ 6.66 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Taxes [Line Items] | |
Net operating loss carryforwards, federal | $ 120,200 |
Net operating loss carryforwards, state | 34,600 |
Deferred tax asset capitalized research and development | $ 49,687 |
State | |
Income Taxes [Line Items] | |
Net tax operating losses, expiration | begin to expire in 2036 |
Tax credit carryforward, expiration | begin to expire in 2037 |
Research tax credits | $ 13,300 |
Federal | |
Income Taxes [Line Items] | |
Research tax credits | 30,800 |
Federal net operating losses, indefinite life | $ 118,600 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes Computed Using U.S Federal Statutory Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Federal statutory tax | 21% | 21% | 21% |
State income tax, net of federal benefit | 13.49% | 2.75% | 2.09% |
Valuation allowance | (43.69%) | (24.06%) | (15.18%) |
Success payment liabilities | 5.40% | (1.40%) | (4.58%) |
Contingent consideration | 0.26% | (1.88%) | (3.89%) |
Tax credits | 4.93% | 2.58% | 1.88% |
Other | (1.39%) | 1.01% | (1.32%) |
Effective income tax rate | 0% | 0% | 0% |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 154,888 | $ 114,368 |
Capitalized research and development | 49,687 | |
Tax credit carryforwards | 44,051 | 24,008 |
Lease liabilities | 28,050 | 25,754 |
Intangibles | 7,949 | 5,986 |
Stock-based compensation | 6,958 | 1,854 |
Accrued liabilities and allowances | 6,807 | 4,401 |
Success payment liabilities | 516 | 3,290 |
Other | 155 | |
Gross deferred tax assets | 299,061 | 179,661 |
Valuation allowance | (274,348) | (156,622) |
Deferred tax assets, net of valuation allowance | 24,713 | 23,039 |
Deferred tax liabilities: | ||
Right-of-use assets | (23,554) | (21,940) |
Fixed assets | (1,159) | (1,050) |
Other | (49) | |
Deferred tax liabilities | $ (24,713) | $ (23,039) |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of dilutive net loss per share | 24,583 | 21,843 | 160,195 |
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 | ||
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 | 23,686 | 17,337 | 15,677 |
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 | 12 | 4,365 | 10,079 |
Restricted Stock Units (RSUs) | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of dilutive net loss per share | 885 | 141 | 326 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Maximum | |
Defined Contribution Plan Disclosure [Line Items] | |
Matching contribution by employer under retirement and savings plan | $ 4,000 |