Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | ARCELLX, INC. | ||
Entity Central Index Key | 0001786205 | ||
Entity Public Float | $ 452.5 | ||
Entity File Number | 001-41259 | ||
Entity Tax Identification Number | 47-2855917 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | ACLX | ||
Security Exchange Name | NASDAQ | ||
Auditor Location | Tysons, Virginia | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Auditor Name | Ernst & Young LLP | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 42 | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 25 West Watkins Mill Road | ||
Entity Address, Address Line Two | Suite A | ||
Entity Address, City or Town | Gaithersburg | ||
Entity Address, State or Province | MD | ||
Entity Address, Postal Zip Code | 20878 | ||
City Area Code | 240 | ||
Local Phone Number | 327-0603 | ||
Entity Common Stock, Shares Outstanding | 47,840,388 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 64,179 | $ 30,833 |
Marketable securities | 190,656 | 73,784 |
Prepaid expenses and other current assets | 12,028 | 8,192 |
Total current assets | 266,863 | 112,809 |
Restricted cash | 2,501 | 199 |
Property and equipment, net | 11,231 | 10,318 |
Operating lease right-of-use assets | 28,659 | |
Deferred offering costs | 3,172 | |
Prepaid research and development expenses and other long-term assets | 4,563 | 2,284 |
Total assets | 313,817 | 128,782 |
Current liabilities: | ||
Accounts payable | 9,053 | 1,333 |
Accrued liabilities | 11,679 | 13,180 |
Operating lease liabilities, current portion | 2,901 | |
Finance lease liabilities, current portion | 33,060 | |
Deferred rent, current portion | 183 | |
Other current liabilities | 149 | |
Total current liabilities | 56,693 | 14,845 |
Operating lease liabilities, net of current portion | 31,299 | |
Finance lease liabilities, net of current portion | 20,871 | |
Deferred rent, net of current portion | 1,895 | |
Other long-term liabilities | 178 | |
Total liabilities | 108,863 | 16,918 |
Commitments and Contingencies (Note 10) | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 233,379 | |
Stockholders' equity (deficit): | ||
Preferred stock, par value of $0.001 per share; 200,000,000 shares authorized and no shares issued and outstanding as of December 31, 2022; no shares authorized, issued or outstanding as of December 31, 2021 | ||
Common stock, par value of $0.001 per share; 1,000,000,000 shares authorized and 44,105,981 shares issued and outstanding as of December 31, 2022; 185,000,000 shares authorized and 544,210 shares issued and outstanding as of December 31, 2021 | 44 | 1 |
Additional paid-in capital | 523,921 | 8,615 |
Accumulated other comprehensive loss | (221) | (20) |
Accumulated Deficit | (318,790) | (130,111) |
Total stockholders' equity (deficit) | 204,954 | (121,515) |
Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit) | 313,817 | 128,782 |
Series A Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 28,894 | |
Series B Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 85,367 | |
Series C Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | $ 119,118 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 200,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 185,000,000 |
Common stock, shares, issued | 44,105,981 | 544,210 |
Common stock, shares, outstanding | 44,105,981 | 544,210 |
Series A Redeemable Convertible Preferred Stock | ||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 29,795,227 |
Temporary equity, shares issued | 0 | 5,413,272 |
Temporary equity, shares outstanding | 0 | 5,413,272 |
Temporary Equity, Liquidation Preference | $ 0 | $ 29,795 |
Series B Redeemable Convertible Preferred Stock | ||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 49,402,623 |
Temporary equity, shares issued | 0 | 8,975,585 |
Temporary equity, shares outstanding | 0 | 8,975,585 |
Temporary Equity, Liquidation Preference | $ 0 | $ 85,681 |
Series C Redeemable Convertible Preferred Stock | ||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 57,224,618 |
Temporary equity, shares issued | 0 | 10,396,707 |
Temporary equity, shares outstanding | 0 | 10,396,707 |
Temporary Equity, Liquidation Preference | $ 0 | $ 120,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 149,555 | $ 46,883 |
General and administrative | 41,704 | 18,135 |
Total operating expenses | 191,259 | 65,018 |
Loss from operations | (191,259) | (65,018) |
Other income (expense): | ||
Interest and other income (expense), net | 4,300 | 59 |
Interest expense | (1,720) | (10) |
Total other income, net | 2,580 | 49 |
Net loss | (188,679) | (64,969) |
Other comprehensive loss: | ||
Unrealized loss on marketable securities | 201 | 20 |
Comprehensive loss | $ (188,880) | $ (64,989) |
Net loss per share attributable to common stockholders - basic | $ (5.19) | $ (145.55) |
Net loss per share attributable to common stockholders - diluted | $ (5.19) | $ (145.55) |
Weighted-average common shares outstanding - basic | 36,355,758 | 446,379 |
Weighted-average common shares outstanding - diluted | 36,355,758 | 446,379 |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Series A | Series B | Series C | IPO | Private Placement | Follow-on offering | Common Stock | Common Stock IPO | Common Stock Private Placement | Common Stock Follow-on offering | Additional Paid In Capital | Additional Paid In Capital IPO | Additional Paid In Capital Private Placement | Additional Paid In Capital Follow-on offering | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning Balance at Dec. 31, 2020 | $ (63,720) | $ 1 | $ 1,421 | $ (65,142) | |||||||||||||
Beginning Balance, Shares at Dec. 31, 2020 | 333,658 | ||||||||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2020 | $ 28,894 | $ 85,367 | |||||||||||||||
Temporary Equity, Beginning balance, shares at Dec. 31, 2020 | 5,413,272 | 8,975,585 | |||||||||||||||
Issuance of Series C redeemable convertible preferred stock for cash, Value, net of transaction costs | $ 119,118 | ||||||||||||||||
Issuance of Series C redeemable convertible preferred stock for cash, shares, net of transaction costs | 10,396,707 | ||||||||||||||||
Issuance of common stock from vesting / early exercise of restricted stock, value | 8 | 8 | |||||||||||||||
Issuance of common stock from vesting / early excercise of restricted stock, shares | 10,445 | ||||||||||||||||
Exercise of stock options, value | 432 | 432 | |||||||||||||||
Exercise of stock options, shares | 200,107 | ||||||||||||||||
Share-based compensation | 6,754 | 6,754 | |||||||||||||||
Unrealized loss on investment | (20) | $ (20) | |||||||||||||||
Net loss | (64,969) | (64,969) | |||||||||||||||
Ending Balance at Dec. 31, 2021 | (121,515) | $ 1 | 8,615 | (130,111) | (20) | ||||||||||||
Ending Balance, shares at Dec. 31, 2021 | 544,210 | ||||||||||||||||
Temporary Equity, Ending Balance at Dec. 31, 2021 | 233,379 | $ 28,894 | $ 85,367 | $ 119,118 | |||||||||||||
Temporary Equity, Ending balance, Shares at Dec. 31, 2021 | 5,413,272 | 8,975,585 | 10,396,707 | ||||||||||||||
Issuance of common stock, net of transaction costs, value | $ 127,283 | $ 9,958 | $ 120,719 | $ 9 | $ 1 | $ 8 | $ 127,274 | $ 9,957 | $ 120,711 | ||||||||
Issuance of common stock , net of transaction costs, shares | 9,487,500 | 590,318 | 8,050,000 | ||||||||||||||
Issuance of common stock from vesting / early exercise of restricted stock, value | 122 | 122 | |||||||||||||||
Issuance of common stock from vesting / early excercise of restricted stock, shares | 42,709 | ||||||||||||||||
Conversion of preferred stock to common stock, value | 233,379 | $ 25 | 233,354 | ||||||||||||||
Conversion of preferred stock to common stock, shares | 24,785,564 | ||||||||||||||||
Temporary Equity, Conversion of stock, value | $ (28,894) | $ (85,367) | $ (119,118) | ||||||||||||||
Temporary Equity, Conversion of stock, shares | (5,413,272) | (8,975,585) | (10,396,707) | ||||||||||||||
Exercise of stock options, value | 2,344 | 2,344 | |||||||||||||||
Exercise of stock options, shares | 605,680 | ||||||||||||||||
Share-based compensation | 21,544 | 21,544 | |||||||||||||||
Unrealized loss on investment | (201) | (201) | |||||||||||||||
Net loss | (188,679) | (188,679) | |||||||||||||||
Ending Balance at Dec. 31, 2022 | 204,954 | $ 44 | $ 523,921 | $ (318,790) | $ (221) | ||||||||||||
Ending Balance, shares at Dec. 31, 2022 | 44,105,981 | ||||||||||||||||
Temporary Equity, Ending Balance at Dec. 31, 2022 | |||||||||||||||||
Temporary Equity, Ending balance, Shares at Dec. 31, 2022 | 0 | 0 | 0 |
CONSOLIDATED STATEMENTS OF RE_2
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Common Stock | IPO [Member] | |
Transaction costs | $ 15,029 |
Common Stock | Private Placement [Member] | |
Transaction costs | 42 |
Common Stock | Follow-on offering [Member] | |
Transaction costs | $ 8,081 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (188,679) | $ (64,969) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,321 | 1,041 |
Loss on disposal of property and equipment | 3 | 3 |
Noncash operating lease expense | 903 | |
Right of use asset expensed | 63,278 | |
Amortization of premiums and discounts on marketable securities | (2,125) | 210 |
Share-based compensation | 21,544 | 6,754 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current and non-current assets | (5,695) | (6,059) |
Accounts payable and other current liabilities | 7,419 | 974 |
Accrued liabilities | (395) | 7,764 |
Operating lease liabilities | 3,123 | |
Deferred rent | 44 | |
Net cash used in operating activities | (99,303) | (54,238) |
Cash flows from investing activities | ||
Purchases of property and equipment | (2,277) | (5,783) |
Purchases of marketable securities | (273,737) | (74,193) |
Proceeds from maturities of marketable securities | 158,340 | |
Net cash used in investing activities | (117,674) | (79,976) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock (initial public offering), net of transactions costs | 129,156 | |
Proceeds from issuance of common stock (private placement), net of transactions costs | 9,958 | |
Proceeds from issuance of common stock (follow-on offering), net of transactions costs | 120,719 | |
Proceeds from issuance of Series C redeemable convertible preferred stock, net of transaction costs | 119,118 | |
Proceeds from exercise of stock options and early exercise of restricted stock | 2,467 | 432 |
Payments for repurchase of restricted stock | (24) | |
Payments under finance leases | (9,675) | |
Payments under capital leases | (387) | |
Payments of deferred offering costs | (688) | |
Net cash provided by financing activities | 252,625 | 118,451 |
Net increase in cash and cash equivalents and restricted cash | 35,648 | (15,763) |
Cash and cash equivalents and restricted cash, beginning of the year | 31,032 | 46,795 |
Cash and cash equivalents and restricted cash, end of the period | 66,680 | 31,032 |
Supplemental disclosures of noncash investing and financing activities: | ||
Purchase of property and equipment included in accounts payable and accrued liabilities | $ 770 | 278 |
Deferred offering costs included in accounts payable and accrued liabilities | $ 1,301 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of The Business | 1. Nature of the Business Organization Arcellx, Inc. (Arcellx or the Company) was incorporated in Delaware in December 2014 and is headquartered in Gaithersburg, Maryland. The Company is a clinical-stage biopharmaceutical company reimagining cell therapy through the development of innovative therapies for patients with cancer and other incurable diseases. In June 2021, the Company amended its Certificate of Incorporation, which increased the number of authorized shares of common stock to 185.0 million. On January 28, 2022, the Company effected a one-for-5.5041 reverse stock split of its common stock and preferred stock in connection with its initial public offering (IPO) in February 2022. In February 2022, the Company adopted an Amended and Restated Certificate of Incorporation, which increased the number of authorized shares of common stock to 1.0 billion. Liquidity The Company has not commercialized any of its drug candidates and planned commercial operations have not commenced. The Company expects to incur additional operating losses and negative operating cash flows for the foreseeable future as it continues development of drug candidates, including preclinical and clinical testing and regulatory approval prior to commercialization. The Company has not generated any revenue to date from product sales and does not expect to generate any revenues from product sales in the foreseeable future. The Company plans to seek additional funding through public or private equity offerings or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into other arrangements on favorable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, the Company could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect its business prospects. The Company has incurred significant operating losses since inception and has an accumulated deficit of $ 318.8 million as of December 31, 2022. The Company has relied on its ability to fund its operations through private and public equity financings. Subsequent to December 31, 2022, the Company received in the aggregate $ 325.0 million in cash which consisted of $ 100.0 million related to a private placement from the sale of the Company’s common stock to Gilead Sciences, Inc. (Gilead) and a $ 225.0 million non-refundable, upfront payment related to the closing of its Collaboration and License Agreement (Kite Collaboration Agreement) with Kite Pharma, Inc., a Gilead Company. Under the Kite Collaboration Agreement, the Company may also receive potential payments of up to $ 3.9 billion for clinical, regulatory and commercial milestones. See Note 18 Subsequent Events. As of December 31, 2022, the Company had $ 254.8 million of cash, cash equivalents and marketable securities, which management believes together with the $ 325.0 million received as discussed above will be sufficient to meet the Company’s anticipated operating and capital expenditure requirements for at least twelve months following the date of issuance of these financial statements. |
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 and Consolidation The accompanying consolidated financial statements were prepared based on the accrual method of accounting in accordance with U.S. generally accepted accounting principles (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). The accompanying consolidated financial statements include the accounts of Arcellx and its wholly owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation. Use of Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in preparing the accompanying consolidated financial statements include, but are not limited to, estimates related to the fair value of assets, research and development accruals, recoverability of long-lived assets, share-based compensation, and the valuation of deferred tax assets and liabilities. Although actual results could differ from those estimates, management does not believe that such differences would be material. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company deposits its cash primarily in checking and sweep accounts with commercial banks and financial institutions. Cash equivalents consist of money market funds. The Company is required to maintain cash collateral on deposit in segregated money market bank accounts as a condition of its lease agreements on its properties, equal to the required security deposit amounts. These amounts are presented as non-current restricted cash on the accompanying consolidated balance sheets. Marketable Securities The Company carries marketable securities classified as available-for-sale at fair value as determined by prices for identical or similar securities at the balance sheet date. The inputs used to determine the fair value of marketable securities are considered Level 2 within the fair-value hierarchy. The Company records unrealized gains and losses as a component of other comprehensive loss within the statements of operations and comprehensive loss and as accumulated other comprehensive loss in stockholders’ deficit. Realized gains or losses on available-for-sale securities are determined using the specific identification method and the Company includes net realized gains and losses in other income, net. Marketable securities are classified as either current or non-current assets based on their contractual maturity dates. At each reporting date, or more frequently if circumstances warrant, the Company evaluates individual available-for-sale debt securities for impairment. In the event that the carrying value of an available-for-sale debt security exceeds its fair value and the decline in fair value is determined to be other-than-temporary, the Company records an impairment charge in earnings attributable to the estimated credit loss. In determining whether a decline in the value of an available-for-sale debt security is other-than-temporary, the Company evaluates various factors including, but not limited to, the nature of the investments, changes in credit ratings, interest rate fluctuations, industry analyst reports, the duration and extent to which fair value has been less than carrying value, the Company’s assessment as to whether it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis, and the severity of the impairment. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, accounts payable, and accrued expenses. The carrying amounts of accounts payable and accrued expenses generally approximate their respective fair value due to their short-term nature. The Company accounts for recurring and non-recurring fair value measurements in accordance with ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a fair value hierarchy for assets and liabilities measured at fair value, and requires expanded disclosures about fair value measurements. The ASC 820 hierarchy ranks the quality of reliability of inputs, or assumptions, used in the determination of fair value and requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories: Level 1—Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. Level 2—Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models, such as interest rates and yield curves that can be corroborated by observable market data. Level 3—Fair value is determined by inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgments to be made by a reporting entity—e.g., determining an appropriate adjustment to a discount factor for illiquidity associated with a given security. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination o f fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, and marketable securities. The Company maintains its cash and cash equivalents and restricted cash at an accredited financial institution in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company invests in highly rated debt securities consisting entirely of corporate bonds, which the Company has the ability to liquidate within one-day should the need for additional cash arise. Accordingly, the Company believes the exposure to credit risk on its marketable securities portfolio is low. Pre-Launch Inventory Prior to FDA approval, the Company's policy is to recognize the cost associated with acquiring raw materials and production for clinic al trials and pre-launch inventory, including third-party contract manufacturing organizations (CMO) and contract development and manufacturing organizations (CDMO), as research and development expense in its consolidated statements of operations in the period in which the costs are incurred. Property and Equipment, Net Property and equipment are recorded at cost and depreciated over its estimated useful life using the straight-line method. Upon retirement or disposal, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is recognized within operating expenses. Routine expenditures for maintenance and repairs are expensed as incurred. Estim ated useful lives for property and equipment are as follows: Estimated Useful Life Computer equipment 3 years Furniture and fixtures 7 years Lab equipment 7 years Leasehold improvements Lesser of estimated useful life or remaining lease term Equipment under capital lease Lesser of estimated useful life or remaining lease term Impairment of Long-Lived Assets T he Company reviews the recoverability of its long-lived asset group when events or changes in circumstances occur that indicate that the carrying value of the asset group may not be recoverable. Recoverability of the long-lived asset group is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset group. If these cash flows are less than the carrying value of such asset group, the Company then determines the fair value of the underlying asset group. Any impairment loss to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the estimated fair value of the asset group. There were no impairment losses recognized during the years ended December 31, 2022 or 2021. Leases In February 2016, the FASB issued ASU 2016-02 , Leases (Topic 842). Topic 842 increases transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements for both lessees and lessors. The Company adopted the new standard effective January 1, 2022 , electing to use the package of practical expedients permitted under the transition guidance which allows for the carry forward of historical lease classification for existing leases on the adoption date and does not require the assessment of existing lease contracts to determine whether the contracts contain a lease or initial direct costs. The Company also elected the practical expedient to not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component for leases associated with office and laboratory space, manufacturing facilities, and equipment. Prior periods were not retrospectively adjusted. The adoption of this standard resulted in the recognition of operating lease right-of-use (ROU) assets in the amount of $ 3.3 million and operating lease liabilities in the amount of $ 5.4 million on the consolidated balance sheet, with a $ 2.1 million reclassification of deferred rent and tenant improvement allowances. There was no cumulative effect adjustment to the opening balance of accumulated deficit as of January 1, 2022. The adoption of this standard did not have an impact on the consolidated statements of operations or cash flows on the effective date. The Company leases office and laboratory space and equipment. In addition, the Company enters into manufacturing supply agreements with CMOs and CDMOs to manufacture clinical product candidate materials. Such agreements may include an embedded lease due to the exclusive use of identified manufacturing facilities and equipment that are controlled by the Company and for which the Company obtains substantially all the output. The evaluation of leases that are embedded in the Company’s CMO and CDMO agreements is complex and requires judgment. If a lease arrangement is determined to exist with a lease term of more than 12 months at the lease commencement date, an ROU asset and corresponding lease liability are recorded on the consolidated balance sheet at the lease commencement date based on the present value of fixed lease payments over the lease term. The lease commencement date, defined as the date on which the lessor makes the underlying asset available for use by the lessee and the date from which the Company is required to recognize lease expenses, may be different from the inception date of the contract. An ROU asset represents the right to control the use of an identified asset over the lease term and a lease liability represents the obligation to make lease payments arising from the lease. The Company uses the discount rate implicit in the lease, if available, or its incremental borrowing rate on the lease commencement date to determine the present value of lease payments. The lease terms used to calculate the ROU assets and related lease liabilities include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company expenses ROU assets acquired for research and development activities under ASC Topic 730, Research and Development, if they do not have alternative future use, in research and development projects or otherwise. Leases are classified as either operating or finance leases based on the economic substance of the agreement. For operating leases, the Company recognizes lease expense related to fixed payments on a straight-line basis over the lease term. For finance leases, the Company recognizes the amortization of the ROU asset over the shorter of the lease term or useful life of the underlying asset. Interest accretion on the finance lease liabilities is recorded as interest expense. For both operating and finance leases, lease expense related to variable payments is recognized as incurred based on performance or usage in accordance with the contractual agreements. For short-term lease arrangements with a term of one year or less, the Company has elected to recognize the related lease payments on a straight-line basis over the lease term without recording related ROU assets and lease liabilities. The Company evaluates changes to the terms and conditions of a lease contract to determine if they result in a new lease or a modification of an existing lease. For lease modifications, the Company remeasures and reallocates the remaining consideration in the contract and reassesses the lease classification at the effective date of the modification. The Company u ses significant assumptions and judgment in evaluating its lease contracts and other agreements, including the determination of whether an agreement is or contains a lease, whether a change in the terms and conditions of a lease contract represent a new or modified lease, whether a lease represents an operating or finance lease, the discount rate used to determine the present value of lease obligations, and the term of a lease embedded in its manufacturing supply agreements. Deferred Offering Costs The Company deferred certain legal, professional accounting and other third-party fees that were directly associated with the Company’s F ebruary 2022 IPO as deferred offering costs. Upon consummation of the IPO, these costs were reclassified to stockholders’ deficit as a reduction of the offering proceeds. Research and Development Expenses Research and development costs are expensed as they are incurred. Research and development expenses consist primarily of salaries and benefits of research and development personnel, costs related to research activities, preclinical studies, clinical manufacturing, technical development, and overhead and facility-related costs. The Company makes payments in connection with clinical trials under contracts with contract research organizations that support conducting and managing clinical trials. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price, or on a time and materials basis. A portion of the obligation to make payments under these contracts depends on factors such as the successful enrollment or treatment of patients or the completion of other clinical trial milestones. Expenses related to clinical trials are accrued based on estimates and/or representations from service providers regarding work performed, including actual level of patient enrollment, completion of patient trials, and progress of the clinical trials. Other incidental costs related to patient enrollment or treatment are accrued when reasonably certain. Similarly, the Company accrues expenses related to the work performed by contract manufacturing organizations based on the progress of the work performed. If the amounts the Company is obligated to pay under clinical trial agreements and manufacturing agreements are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), the accruals are adjusted accordingly. Revisions to contractual payment obligations are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. The Company may be obligated to make upfront payments upon execution of certain research and development agreements. Advance payments, including nonrefundable amounts, for goods or services that will be used or rendered for future research and development activities are deferred and included in prepaid expenses and other current assets or other non-current assets in the consolidated balance sheets. Such amounts are recognized as expense as the related goods are delivered or the related services are performed, or at such time when the Company does not expect the goods to be delivered or services to be performed. Redeemable Convertible Preferred Stock The Company’s redeemable convertible preferred stock is classified outside of stockholders’ deficit because the shares contain deemed liquidation rights that are a contingent redemption feature not solely within the control of the Company. The Company’s policy is to not accrete the carrying value and related issuance costs of the redeemable convertible preferred stock to its redemption value until such redemption becomes probable. All series of redeemable convertible preferred stock converted into shares of common stock on a one-to-one basis effective in February 2022 as part of the Company’s IPO. Share-Based Compensation The Company accounts for its share-based compensation in accordance with ASC 718, Compensation—Stock Compensation (ASC 718). ASC 718 requires all share-based payments to employees and directors, including grants of incentive stock options, nonqualified stock options, restricted stock awards, unrestricted stock awards, or restricted stock units, to be recognized as expense based on their grant date fair values. The determination of grant date fair value may require the Company to make assumptions as further discussed below. Changes in the assumptions can materially affect the fair value and ultimately how much share-based compensation expense is recognized. These assumptions are subjective and generally require significant analysis and judgment to develop. Stock Options The Company’s determination of the fair value of stock options with time-based vesting on the date of grant utilizes the Black-Scholes option-pricing model, and is impacted by the Company’s common stock price as well as other variables including, but not limited to, the expected term that options will remain outstanding, expected common stock price volatility over the expected term of the option awards, risk-free interest rates and expected dividends. The fair value of a stock-based award is recognized over the period during which an optionee is required to provide services in exchange for the option award, known as the requisite service period (usually the vesting period) on a straight-line basis. Stock-based compensation expense is recognized based on the fair value determined on the date of grant and is reduced for forfeitures as they occur. Estimatin g the fair value of equity-settled awards as of the grant date using valuation models, such as the Black-Scholes option pricing model, is affected by assumptions regarding a number of complex variables as follows: Expected Term — The Company uses the “simplified method” for estimating the expected term of options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option (generally 10 years). The Company uses the simplified method as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term that options will remain outstanding. Expected Volatility — Due to the Company’s limited operating history and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. Risk-Free Interest Rate — The risk-free rate assumption is based on the U.S. treasury yield in effect at the time of grant for instruments with maturities similar to the expected term of the Company’s stock options. Expected Dividend — The Company has not issued any dividends in its history and does not expect to issue dividends over the life of the options and therefore has estimated the dividend yield to be zero . The assumptions used in the Black-Scholes option pricing model for stock options granted for the years ending December 31, 2022 and 20 21 were as follows: 2022 2021 Expected term 6.0 - 6.3 years 6.3 - 7.0 years Expected volatility 68 % - 75 % 90 % - 110 % Risk free interest rate 1.56 % - 3.88 % 0.83 % - 1.52 % Expected dividend yield — % — % Restricted Stock Awards, Unrestricted Stock Awards, and Restricted Stock Units The fair value of restricted stock awards, unrestricted stock awards, and restricted stock units (collectively, awards) without a market condition (e.g., certain market capitalization thresholds) is the fair value of our common stock on the grant date. Vesting of awards is accelerated for certain employees in the event of a change in control or in the event that we remove the employee with or without cause from their position. The Company estimates the fair value of awards subject to both a market condition and a performance condition on the grant date using a Monte Carlo simulation model. For awards with vesting subject to the fulfillment of both market and performance conditions, share-based compensation expense is recognized using the accelerated attribution method beginning when the achievement of the performance condition becomes probable over the applicable service period. The amount of share-based compensation expense is dependent on our periodic assessment of the probability of the performance condition being satisfied and our estimate, which may vary over time, of the number of shares that will ultimately be issued. If the performance condition is not met, no compensation expense is recognized, and any previously recognized compensation cost is reversed. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets where, based upon the available evidence, the Company concludes that it is more-likely-than-not that the deferred tax assets will not be realized. In evaluating its ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Because of the uncertainty of the realization of deferred tax assets, the Company has recorded a valuation allowance against its net deferred tax assets. Liabilities are p rovided for tax benefits for which realization is uncertain. Such benefits are only recognized when the underlying tax position is considered more-likely-than-not to be sustained on examination by a taxing authority, assuming they possess full knowledge of the position and facts. Interest and penalties related to uncertain tax positions are recognized in the provision of income taxes. As of December 31, 2022 and 2021, the Company had no interest or penalties related to uncertain income tax positions. Segment and Geographic Information Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations as and manages its business in one operating segment operating exclusively in the United States. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12). ASU 2019-12 is part of the FASB’s overall simplification initiative and seeks to simplify the accounting for income taxes by updating certain guidance and removing certain exceptions. The standard update is effective for fiscal years beginning after December 15, 2021. The adoption of this standard as of January 1, 2022 did not have any impact on the Company's consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which modifies the measurement of expected credit losses on certain financial instruments. In addition, for available-for-sale debt securities, the standard eliminates the concept of other-than-temporary impairment and requires the recognition of an allowance for credit losses rather than reductions in the amortized cost of the securities. The standard is effective for interim and annual periods beginning after December 15, 2022 and requires a modified-retrospective approach with a cumulative-effect adjustment, if any, to retained earnings as of the beginning of the first reporting period. Early adoption is permitted. Based on the composition of the Company’s investment portfolio, current market conditions, and historical credit loss activity, the adoption of ASU 2016-13 is not expected to have a material impact on the Company's consolidated financial statements and related disclosures. The Company will continue monitoring through the effective date of the standard. The Company has evaluated all other ASUs issued through the date these consolidated financial statements were issued and believes that the adoption of these will not have a material impact on the Company’s consolidated financial statements. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | 3. Restricted Cash The Company is required to maintain cash collateral on deposit in segregated money market bank accounts as a condition of its lease agreements. The bank may restrict withdrawals or transfers by, or on behalf of, the Company. The required restricted cash reserve totaled $ 2.5 million and $ 0.2 million as of December 31, 2022 and 2021, respectively. These amounts are presented as non-current restricted cash on the accompanying consolidated balance sheets. The following table reconciles cash and cash equivalents and restricted cash per the balance sheets to the statements of cash flows (in thousands): December 31, 2022 2021 Cash and cash equivalents $ 64,179 $ 30,833 Restricted cash 2,501 199 Total $ 66,680 $ 31,032 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 4. Fair Value of Financial Instruments The following table sets forth the fair value of the Company’s financial assets by level within the fair value hierarchy (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Money market fund (cash equivalent) $ 57,697 $ — $ — Money market fund (long-term restricted cash) 2,501 — Marketable securities: Commercial paper — 129,810 — Corporate debt — 11,866 — Government agency — 48,980 — Total assets measured at fair value $ 60,198 $ 190,656 $ — December 31, 2021 Level 1 Level 2 Level 3 Money market fund (cash equivalent) $ 26,472 $ — $ — Money market fund (long-term restricted cash) 199 — — Marketable securities: (1) Commercial paper — 43,969 — Corporate debt — 17,072 — Government agency — 5,053 — Asset-backed securities — 7,690 — Total assets measured at fair value $ 26,671 $ 73,784 $ — (1) These items have been reclassified to conform to current period presentation. The Company did not transfer any assets measured at fair value on a recurring basis between levels during the years ended December 31, 2022 or 2021. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Securities [Abstract] | |
Marketable Securities | 5. Marketable Securities Available-for-sale marketable securities were as follows (in thousands): December 31, 2022 Amortized Unrealized Unrealized Fair Value Commercial paper $ 129,810 $ — $ — $ 129,810 Corporate debt 11,923 — ( 57 ) 11,866 Government agency 49,144 9 ( 173 ) 48,980 Total $ 190,877 $ 9 $ ( 230 ) $ 190,656 December 31, 2021 (1) Amortized Unrealized Unrealized Fair Value Commercial paper $ 43,969 $ — $ — $ 43,969 Corporate debt 17,084 — ( 12 ) 17,072 U.S. government agency 5,056 — ( 3 ) 5,053 Asset-backed securities 7,695 — ( 5 ) 7,690 Total $ 73,804 $ — $ ( 20 ) $ 73,784 (1) These items have been reclassified to conform to current period presentation. All of the Company’s available-for-sale marketable securities held as of December 31, 2022 had contractual maturities of less than one year . The Company had 11 securities in an unrealized loss position with an aggregate related fair value of $ 55.0 million as of December 31, 2022. All securities in an unrealized loss position as of December 31, 2022 had been in a loss position for less than twelve months. Unrealized losses on available-for-sale marketable securities as of December 31, 2022 were not significant and were primarily due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities. Accordingly, no allowance for credit losses related to the Company’s available-for-sale marketable securities was recorded for the year ended December 31, 2022. The Company does not intend to sell these securities and it is unlikely that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2022 2021 Prepaid research and development costs $ 8,361 $ 6,143 Other prepaid expense and current assets 3,667 2,049 Total prepaid expenses and other current assets $ 12,028 $ 8,192 |
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 consist of the following (in thousands): December 31, 2022 2021 Lab equipment $ 9,638 $ 9,115 Leasehold improvements 2,399 2,355 Lab equipment under finance leases 714 714 Computer equipment 64 58 Furniture and fixtures 177 142 Construction in progress 1,700 96 Property and equipment, gross 14,692 12,480 Less: accumulated depreciation and amortization ( 3,461 ) ( 2,162 ) Property and equipment, net $ 11,231 $ 10,318 Depreciation and amortization expense was $ 1.3 million and $ 1.0 million for the years ended December 31, 2022 and 2021, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 8. Leases Operating Leases In July 2022, the Company entered into a new operating lease agreement for 57,902 square feet of office and laboratory space in Rockville, Maryland for a term of approximately 12.9 years with total undiscounted minimum lease payments of approximately $ 31.0 million. The Rockville lease contains annual rent escalation and rent abatement clauses as well as an allowance of approximately $ 12.1 million for tenant improvements. The Rockville lease provides for optional two five-year extensions. The optional period is not included in the lease term used to determine the ROU asset or lease liability associated with this lease as the Company did not consider it reasonably certain it would exercise the option. The Company consulted a qualified third-party valuation specialist and determined an incremental borrowing rate of 12.0 % to be used as the discount rate of for measuring the related operating lease liabilities. In May 2022, the Company entered into a new operating lease agreement for 51,822 square feet of office and laboratory space in Redwood City, California for a term of approximately 11.7 years with total undiscounted minimum lease payments of approximately $ 56.5 million. The Redwood City lease contains annual rent escalation and rent abatement clauses as well as an allowance of approximately $ 9.8 million for tenant improvements. The Redwood City lease provides for an optional five-year extension. The optional period is not included in the lease term used to determine the ROU asset or lease liability associated with this lease as the Company did not consider it reasonably certain it would exercise the option. The Company consulted a qualified third-party valuation specialist and determined an incremental borrowing rate of 8.5 % to be used as the discount rate of for measuring the related operating lease liabilities. The Company also leases office and laboratory space in Gaithersburg, Maryland that has a term that expires in 2030 unless renewed. This operating lease agreement contains rent escalation, rent abatement clauses, tenant improvement allowances, and optional renewal clauses. All three operating leases include variable lease payments, which are primarily related to common area maintenance, taxes and utility charges. The Company also has short-term operating leases with a term of one year or less. The Company recorded lease expense of $ 4.7 million and $ 1.2 million for its operating leases for the years ended December 31, 2022 and 2021, respectively. Finance Leases The Lonza statement of work entered into in February 2022 with Lonza Houston, Inc. contains an embedded lease as the Company has the exclusive use of, and control over, a portion of the manufacturing facility and equipment of the supplier during the contractual term of the manufacturing arrangement. Lease commencement occurred during the three months ended September 30, 2022 when the applicable manufacturing facility and equipment became available for cGMP manufacturing under the Company's exclusive use and control. The arrangement provides the Company the ability to early terminate for any reason upon 12 months prior notification to Lonza. The Company did not consider it reasonably certain it would terminate the arrangement when determining the lease term. The arrangement expires in December 2024 . The Company elected the practical expedient to combine the lease component and the non-lease components associated with the lease component as a single lease component, except as related to the non-lease component associated with purchase of inventory. As the Company acquired ROU assets that represented assets acquired for research and development activities that did not have an alternative future use, the Company recorded $ 63.3 million of research and development expense and $ 1.7 million of interest expense on its finance lease liabilities during the year ended December 31, 2022. The Company had $ 33.1 million and $ 20.9 million of current and non-current finance lease liabilities, respectively, for this lease arrangement as of December 31, 2022. The Company's total lease costs were as follows (in thousands) for the year ended December 31, 2022: Finance lease costs: Right-of-use assets with no alternative future use $ 63,321 Amortization of right-of-use assets 102 Interest on lease liabilities 1,720 Operating lease costs 3,832 Short-term lease costs 758 Variable lease costs 1,769 Total lease costs $ 71,502 Future minimum lease payments were as follows (in thousands) as of December 31, 2022: Operating Leases Finance Leases 2023 3,012 34,092 2024 6,045 23,866 2025 8,161 — 2026 8,412 — 2027 8,672 — Thereafter 58,873 — Total lease payments 93,175 57,958 Less: Tenant improvement incentive ( 20,292 ) — Imputed interest ( 38,683 ) ( 4,497 ) Present value of total lease liabilities $ 34,200 $ 53,461 Supplemental cash flow information related to leases is as follows (in thousands) for the year ended December 31, 2022: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases 1,708 Operating cash flows from operating leases 1,947 Financing cash flows from finance leases 9,675 Right-of-use assets obtained in exchange for new finance lease liabilities 63,321 Right-of-use assets obtained in exchange for new operating lease liabilities 29,562 Weighted-average remaining lease terms and discount rates were as follows as of December 31, 2022: Weighted-average remaining lease term — finance leases 2.0 years Weighted-average remaining lease term — operating leases 11.3 years Weighted-average discount rate — finance leases 10.1 % Weighted-average discount rate — operating leases 9.6 % |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | 9. Accrued Liabilities Accrued liabilities consist of the following (in thousands): December 31, 2022 2021 Research and development accrued expenses $ 3,201 $ 6,626 Accrued offering costs — 1,301 Accrued bonus 5,347 3,429 Other liabilities 3,131 1,824 Total accrued liabilities $ 11,679 $ 13,180 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Leases The Company is obligated for operating lease payments for its facilities in Rockville, Maryland and Redwood City, California. See Note 8 Leases. Manufacturing Services Agreement with Lonza Houston, Inc. Pursuant to the manufacturing services agreement with Lonza Houston, Inc. (Lonza) in connection with the development and manufacture of autologous drug product CART-ddBCMA (Lonza Agreement), the Company entered into a statement of work with Lonza (Lonza SOW) in February 2022, for the technology transfer and cGMP manufacturing of CART-ddBCMA and potentially other pipeline products. The Lonza SOW contains an embedded lease as the Company has exclusive use of, and control over, a portion of manufacturing facilities during the contractual term. The Lonza SOW also contains an agreement to purchase inventory that is accounted for separately. The term of the Lonza SOW expires December 31, 2024, unless earlier terminated by either party or unless extended due to certain delays or suspensions or by mutual agreement. The Lonza SOW was non-cancellable for the first six months of the term and carried minimum non-cancellable costs including upfront payments, milestone fees, and fixed monthly payments during the related period. Subsequent to the non-cancellable period, the Company may terminate the arrangement for any reason upon 12 months prior notification to Lonza. As of December 31, 2022, the Company’s minimum non-cancellable costs payable to Lonza was approximately $ 58.2 million, of which $ 32.9 million is reflected in the current finance lease liabilities and $ 3.3 million is reflected in accounts payable. See Note 8 Leases. Variable costs under this arrangement include materials, external testing, and other services. The Company paid $ 16.1 million under this arrangement during the year ended December 31, 2022. Commercial and Development Milestones In addition to the arrangement with Lonza, we have entered into other contracts in the normal course of business with CROs, CMOs, and other third parties for preclinical research studies and testing, clinical trials, and manufacturing services. These contracts do not contain any minimum purchase commitments and are cancelable by us upon prior notice. For such contracts, payments due upon cancellation consist only of payments for services provided and expenses incurred, including non-cancelable obligations of our service providers, up to the date of cancellation. We have also entered into agreements with certain vendors for the provision of goods and services, which include manufacturing services with CMOs and development services with CROs. These agreements may include certain provisions for purchase obligations and termination obligations that could require payments for the cancellation of committed purchase obligations or for early termination of the agreements. The amount of the cancellation or termination payments vary and are based on the timing of the cancellation or termination and the specific terms of the agreement. In addition, certain agreements with our CMOs and third-party vendors contain development and commercial milestone payments and low single-digit royalties on worldwide net sales for certain products we sell that incorporate certain goods provided by our manufacturers and suppliers. Certain of these agreements contain development milestones of up to $ 28.8 million in the aggregate and commercial milestones of up to $ 52.0 million in the aggregate, along with royalty buyout provisions. Purchase Commitments The Company conducts product research and development programs through a combination of internal and collaborative programs that include, among others, arrangements with universities, contract research organizations and clinical research sites. The Company has contractual arrangements with these organizations; however, these contracts are generally cancelable on 30 days’ notice and the obligations under these contracts are largely based on services performed. Contingencies From time to time, the Company may be subject to various litigation and related matters arising in the ordinary course of business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. As of December 31, 2022 and 2021, the Company was not involved in any material legal proceedings. Indemnification Agreements As permitted under Delaware law, the Company indemnifies its executive officers and directors for certain events or occurrences while the executive officer or director is, or was, serving at our request in such capacity. The term of this indemnification is for the officer’s or director’s lifetime. Additionally, the Company has entered into and expects to continue to enter into indemnification agreements with certain executive officers and directors. Further, in the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date however, the Company has not incurred any material costs as a result of such indemnifications nor experienced any losses related to them. As of December 31, 2022, the Company was not aware of any claims under indemnification arrangements and does not expect significant claims related to these indemnification obligations. Therefore, no related reserves were established. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock | 11. Redeemable Convertible Preferred Stock In connection with the Company's IPO on February 4, 2022, all outstanding shares of the Company’s redeemable convertible preferred stock automatically converted into shares of common stock at the applicable conversion ratio then in effect. The Company's outstanding shares of preferred stock were converted into 24,785,564 shares of common stock. All of the Company's preferred stock outstanding as of December 31, 2021 was classified as temporary equity outside of stockholders' equity as a result of certain redemption rights that were outside of the Company’s control. The Company’s Series A preferred stock, Series B preferred stock, and Series C preferred stock (collectively, the preferred stock) had the following rights and preferences, privileges, and restrictions: Dividends The holders of preferred stock were entitled to receive annual noncumulative dividends at an annual rate of 8 % in preference to any declaration or payment of any dividend on the common stock, on an as-converted basis when, as and if declared by the board of directors. As of December 31, 2021, no dividends had been declared. Voting Rights Each share of preferred stock represented such number of votes as is equal to the number of shares of common stock into which such share is convertible. The holders of preferred stock were able to vote together with the holders of common stock on an as-converted basis on all matters in which stockholders were entitled to vote. The holders of Series A preferred stock, exclusively and as a separate class, were entitled to elect three directors, the holders of the Series B preferred stock, exclusively and as a separate class, were entitled to elect two directors, and the holders of Series C preferred stock, exclusively and as a separate class, were entitled to elect one director of the Company as of December 31, 2021. Conversion Rights Each share of preferred stock was convertible into shares of common stock determined by dividing the original issuance price by the conversion price. The conversion price was equal to the original issuance price, which were $ 5.51 for Series A preferred stock, $ 8.60 for Series B-1 preferred stock, $ 10.74 for Series B-2 preferred stock, and $ 11.55 for Series C preferred stock. Conversion could occur at any time at the option of each holder. All series of preferred stock converted into shares of common stock on a one-to-one basis as part of the Company’s IPO in February 2022. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series C preferred stock were entitled to receive, before any payment of any of the assets of the Company to the holders of the Series B preferred stock, the holders of the Series A preferred stock, or the holders of common stock, $ 11.55 per share (as adjusted for any stock dividend, stock split, combination or other similar transactions, plus any declared but unpaid dividends). After payment of the above but before any payment of any of the assets of the Company to the holders of Series A preferred stock or the holders of common stock, the holders of Series B-1 and Series B-2 preferred stock were entitled to receive, before any payment of any of the assets of the Company to the holders of the Series A preferred stock or the holders of common stock, $ 8.60 per share and $ 10.74 per share, respectively (as adjusted for any stock dividend, stock split, combination or other similar transactions, plus any declared but unpaid dividends). After payment of the above but before any payment of any of the assets of the Company to the holders of common stock, the holders of Series A preferred stock were entitled to receive $ 5.51 per share with respect to shares of Series A preferred stock. The Company did not adjust the carrying values of the preferred stock to the liquidation preferences of such shares because it was uncertain whether or when an event would occur that would obligate the Company to pay the liquidation preferences to holders of shares of preferred stock and these circumstances were not probable as the balance sheet dates. Subsequent adjustments to the carrying values of the liquidation preferences were to be made only when it became probable that such a liquidation event will occur. Redemption Rights The preferred stock was contingently redeemable upon certain change in control events that are outside of the Company’s control, including liquidation, sale or transfer of control of the Company. Anti-dilution Protection The holders of the preferred stock had proportional anti-dilution protection for splits, dividends and similar recapitalizations. Subject to certain exclusions, anti-dilution price protection for additional sales of securities by the Company for consideration per unit less than the applicable conversion price per unit of any series of preferred stock, were to be on a broad-based weighted average basis. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock [Abstract] | |
Common Stock | 12. Common Stock On January 26, 2023, the Company issued and sold an aggregate of 3,478,261 shares of common stock in a private placement to Gilead Sciences, Inc. (Gilead) at a price of $ 28.75 per share for an aggregate purchase price of $ 100.0 million (Gilead SPA). See Note 18 Subsequent Events. On June 21, 2022, the Company closed a follow-on public offering of 8,050,000 shares of its common stock, including the exercise in full by the underwriters of their option to purchase 1,050,000 additional shares of its common stock, at a public offering price of $ 16.00 per share. The Company received net proceeds of $ 120.7 million after deducting underwriting discounts and commissions and other offering expenses paid by the Company of approximately $ 8.1 million. On March 4, 2022, the Company issued and sold an aggregate of 590,318 shares of common stock in a private placement at a price of $ 16.94 per share for an aggregate purchase price of $ 10.0 million. On February 8, 2022, the Company closed its IPO of 9,487,500 shares of its common stock, including the exercise in full by the underwriters of their option to purchase 1,237,500 additional shares of its common stock, at a public offering price of $ 15.00 per share. The Company received net proceeds of $ 127.3 million, after deducting underwriting discounts and commissions of and other offering expenses paid by the Company of approximately $ 15.0 million. The Company’s common stock began trading on the Nasdaq Global Select Market on February 4, 2022, under the ticker symbol “ACLX.” In June 2021, the Company amended its Certificate of Incorporation, which increased the number of authorized shares of common stock to 185 million. On January 28, 2022, the Company effected a one-for-5.5041 reverse stock split of its common stock and preferred stock in connection with the IPO. In February 2022, the Company adopted an Amended and Restated Certificate of Incorporation, which increased the number of authorized shares of common stock to 1.0 billion. Shares issued and outstanding to employees include the vesting of early exercised stock options. The Company's employees satisfied the exercise price of the options exercised by making cash payments to the Company. In order to execute the early exercises, the employees signed a Restricted Stock Purchase Agreement (RSPA) granting the Company, in the case of termination of employment, the rights to repurchase all of the unvested shares at the price paid by the employee for such shares. Based on the share repurchase rights outlined in the RSPA, the Company recorded the proceeds from the early exercises as a liability on the balance sheet. All shares that were early exercised by the employees of the Company are considered legally issued. However, for accounting purposes, only vested shares are considered issued. Below is a reconciliation of shares issued and outstanding: December 31, 2022 2021 Total shares of common stock legally issued and outstanding 44,105,981 544,967 Less: unvested early exercised shares of common stock — ( 757 ) Total shares issued and outstanding 44,105,981 544,210 Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any. No dividends have been declared or paid by the Company through December 31, 2022. In the event of any liquidation or dissolution of the Company, the holders of common stock are entitled to the assets of the Company legally available for distribution. Common Stock Reserved for Issuance The Company has reserved shares of common stock for issuance as follows: December 31, 2022 2021 Options and awards issued and outstanding 8,981,658 5,598,830 Shares available for issuance under the 2017 Plan — 7,927,329 Shares available for issuance under the 2022 Plan 311,054 — Total 9,292,712 13,526,159 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 13. Share-Based Compensation The Company’s 2017 Equity Incentive Plan (the 2017 Plan) provided for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, and restricted stock awards to the Company's employees, directors, and consultants. The 2017 Plan terminated one business day prior to effectiveness of the 2022 Equity Incentive Plan (the 2022 Plan) with respect to the grant of future awards. The 2022 Plan was adopted on February 3, 2022 and provides for the grant of incentive stock options to the Company's employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units (RSUs), and performance awards to the Company's employees, directors, and consultants. The aggregate number of shares of common stock that may be issued pursuant to equity awards under the 2022 Plan is 4,296,875 shares, plus shares subject to awards granted under the 2017 Plan that expire or otherwise terminate without having been exercised in full or are forfeited to or repurchased by the Company (provided that the maximum number of shares that may be added to the 2022 Plan pursuant to awards under the 2017 Plan is 6,269,300 shares). The number of shares of common stock reserved for issuance under the 2022 Plan shall be cumulatively increased on the first day of each fiscal year, beginning with the Company’s 2023 fiscal year and ending on the ten year anniversary of the date the Company’s board of directors approved the 2022 Plan equal to the least of 4,296,875 shares, 5 % of the total number of shares of common stock outstanding as of the last day of the immediately preceding fiscal year, or a lesser number of shares determined by the administrator of the 2022 Plan. On January 1, 2023 an additional 2,205,299 shares became available for issuance under the 2022 Plan. Share-based compensation cost is measured at fair value and is recognized as expense on a straight-line basis over the requisite service period. Share-based compensation expense by type of award was as follows (in thousands): December 31, 2022 2021 Stock options $ 14,859 $ 6,754 Restricted stock units 4,056 — Restricted stock units - chief executive officer 2,548 — ESPP 81 — Total share-based compensation expense $ 21,544 $ 6,754 Share-based compensation expense as reflected in the consolidated statement of operations and comprehensive loss was as follows (in thousands): December 31, 2022 2021 Research and development $ 7,007 $ 1,930 General and administrative 14,537 4,824 Total share-based compensation expense $ 21,544 $ 6,754 Due to the lack of an active public market for the common stock prior to February 2022, the fair value of the Company’s common stock was determined by the board of directors with input from management and consideration of third-party valuation reports, described further within the Fair Value of Common Stock and Fair Value of Total Equity section below. Stock Options Stock options granted under the 2017 Plan and the 2022 Plan vest over three or four years and expire after 10 years . A summary of stock option activity for awards under the 2017 Plan and the 2022 Plan is presented below: Options Outstanding and Exercisable Shares Subject to Outstanding Options Weighted Weighted Aggregate Outstanding as of January 1, 2022 5,598,830 $ 5.36 8.9 $ 7,349 Options Granted 3,468,136 15.20 Options Forfeited ( 364,872 ) 8.33 Options Exercised ( 648,390 ) 3.81 Outstanding as of December 31, 2022 8,053,704 $ 9.59 8.3 $ 172,294 Exercisable as of December 31, 2022 3,179,381 $ 6.70 7.3 $ 77,205 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for those options for which the exercise price was below the market price as of December 31, 2022. The weighted-average grant-date fair value per share of stock options granted during the years ended December 31, 2022 and 2021 was $ 9.95 and $ 5.77 , respectively. The aggregate grant-date fair value of stock options vested during the years ended December 31, 2022 and 2021 was approximately $ 14.5 million and $ 5.3 million, respectively. As of December 31, 2022, there was $ 37.7 million of unrecognized compensation cost related to unvested stock option based compensation arrangements granted under the 2017 Plan and 2022 Plan. This remaining compensation expense is expected to be recognized over a weighted average period of 2.7 years as of December 31, 2022. The intrinsic value of the options exercised for the years ended December 31, 2022 and 2021 was $ 10.9 million and $ 1.0 million, respectively. Restricted Stock Units RSUs granted under the 2022 Plan generally vest annually over three or four years . The Company uses the market price of the Company’s common shares on the date of grant to determine the fair value of RSUs. A summary of RSU activity for awards under the 2022 Plan is presented below: Shares Subject to Outstanding Awards Weighted Average Grant Date Fair Value Outstanding as of January 1, 2022 — $ — RSUs Granted 970,244 17.24 RSUs Vested — — RSUs Forfeited ( 42,290 ) 18.17 Outstanding as of December 31, 2022 927,954 $ 17.20 There were no RSUs granted in the year ended December 31, 2021. As of December 31, 2022, total unamortized share-based compensation relating to RSUs was $ 11.9 million, which is expected to be recognized over the average remaining vesting period of 2.3 years. Restricted Stock Units - Chief Executive Officer In June 2021, the Company granted 952,804 restricted stock units (RSU) to the chief executive officer (CEO) subject to service, performance, and market conditions. Each RSU granted in the RSU Award entitled the CEO to one share of common stock upon vesting subject to the service, performance, and market conditions. Upon completion of the IPO in February 2022, the performance condition was satisfied and the Company began recognizing share-based compensation expense on an accelerated attribution basis over the anticipated service period of 10 years , based on the fair value (totaling $ 10.3 million) according to the IPO scenario Monte Carlo simulation model as no other performance condition was deemed probable at the time of the IPO. As of December 31, 2022, there was $ 7.7 million of unrecognized share-based compensation cost related to the CEO RSU grant. The following discussion relates the conditions of the RSU award and the methodology under which the fair value and related expense of the RSU award was calculated. Service Condition The service condition to vesting of the RSU Award required the CEO’s continued employment with the Company through the achievement of any of the performance conditions and the market condition. Performance Condition The performance conditions to vesting of the RSU Award include (i) the consummation of a change in control event as defined in the 2017 Plan (Change in Control), (ii) the consummation of the first firm commitment underwritten public offering covering the offer and sale of Company shares, the consummation of the direct listing or direct placement of Company shares on a publicly traded exchange, or the completion of a merger or consolidation with a special purpose acquisition company in which the shares of the surviving or parent entity are listed on a national securities exchange (IPO), or (iii) a Change in Control following an IPO. Market Condition The market condition to vesting of the RSU Award involves Company value thresholds depending upon which of the three performance condition scenarios is applicable at the time of measurement. The Company value on a Change in Control is measured on the date of the Change in Control and is the aggregate amount of deal consideration paid at the closing of a Change in Control by an acquirer for the Company shares of common stock in connection with such Change in Control (Change in Control Market Capitalization). Upon a Change in Control, (i) one-sixth of the RSU Award will vest if a minimum Change in Control Market Capitalization of $2.5 billion is achieved, (ii) all of the RSU Award will vest if a $5.0 billion Change in Control Market Capitalization is achieved, and (iii) a portion of the RSU Award will vest based on a straight-line interpolation if a Change in Control Market Capitalization of between $2.5 billion and $5.0 billion is achieved based on a straight-line interpolation. The Company value in the event of an IPO is measured each June 30 and December 31 following an IPO (subject to applicable lock-up period) and represents the Company's Enterprise Value. The Company's Enterprise Value is determined using the total market capitalization of the Company based the average closing trading price of one share of the Company over the 60-day period ending on the day prior to the applicable IPO measurement date, less cash. Upon an IPO, (i) one-sixth of the RSU Award will vest if a minimum Enterprise Value of $2.5 billion is achieved, (ii) all the RSU Award will vest if a $5.0 billion Enterprise Value is achieved, and (iii) a portion of the RSU Award will vest based on a straight-line interpolation if an Enterprise Value of between $2.5 billion and $5.0 billion is achieved. The Company utilized Monte Carlo simulation models to estimate the fair value of the RSU Award on the date of grant in each of the three performance condition scenarios. Fair Value of Common Stock and Fair Value of Total Equity —Given the lack of an active public market for the common stock (prior to the Company’s IPO), the fair value of the Company’s common stock and total equity was determined by the board of directors with input from management and consideration of third-party valuation reports. In the absence of a public trading market, and as a clinical-stage company with no significant revenues, the Company believes that it was appropriate to consider a range of factors to determine the fair market value of the common stock at each grant date and resulting total equity value. In determining the fair value of its common stock and total equity value, the Company used methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants’ (AICPA) Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation. In addition, the Company considered various objective and subjective factors, along with input from the independent third-party valuation firm. The factors included (1) the achievement of clinical and operational milestones by the Company; (2) the significant risks associated with the Company’s stage of development; (3) capital market conditions for life science companies, particularly similarly situated, privately held, early-stage life science companies; (4) the Company’s available cash, financial condition, and results of operations; (5) the most recent sales of the Company’s redeemable convertible preferred stock; and (6) the preferential rights of the outstanding redeemable convertible preferred stock. Expected Equity Volatility —Due to the lack of a public market for the Company’s common stock (prior to the Company’s IPO) and the lack of company-specific historical and implied volatility data, the Company based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company (e.g., public entities of similar size, complexity, stage of development, and industry focus). The historical volatility is calculated based on a period commensurate with the expected date of achievement of a performance condition. Risk-Free Interest Rate and Discount Period —The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected time to achieve of a performance condition. The discount period is the period between the valuation date and the assumed change in control event date, with the assumption that all equity shares in the capital structure are paid out in cash. Expected Dividend Yield —The expected dividend yield is based on the Company’s historical and expected dividend payouts. The Company has historically paid no dividends and does not anticipate dividends to be paid in the future. Expected Time to Achievement of a Performance Condition —The time to the achievement of a performance condition is based on the Company’s best estimate of the period of time to achievement of a performance condition that attains the established market capitalization thresholds. The Company determined the fair value of the RSU Award considering third-party valuation reports. The Company considered several objective and subjective factors, including weighted probability of various liquidation event scenarios, operating and financial performance, discount for lack of marketability of the Company’s equity, and general and industry-specific economic outlook, among other factors. The discount for lack of marketability was applied to reflect the increased risk arising from the inability to readily sell the RSUs. The assumptions used in the Monte Carlos simulation models to determine the grant date fair value of the RSU Award for each of the three performance condition scenarios were as follows: Change in Control IPO Change in Control Date of grant June 9, 2021 December 7, 2021 December 7, 2021 Time to liquidity event (years) 1.56 - 3.06 10.00 1.33 Equity volatility 100 % - 110 % 70 % 65 % Risk-free interest rate 0.11 % - 0.31 % 1.47 % 0.44 % Discount for lack of marketability 26 % - 32 % 5 % 5 % Fair value of the RSU award (in thousands) $ 1,580 $ 10,300 $ 150 The performance condition will only become probable in the event of a change in control or an IPO. Accordingly, as a performance condition was not achieved in 2021, the Company did not record any share-based compensation expense related to this RSU Award in the year ended December 31, 2021. Upon completion of the IPO in February 2022, the performance condition was satisfied and the Company began recognizing share-based compensation expense on an accelerated attribution basis over the anticipated service period ( 10 years ) and based on the fair value (aggregate $ 10.3 million) according to the IPO scenario Monte Carlo simulation model as no other performance condition was deemed probable at the time of the IPO. |
Employee Stock Ownership Plan (
Employee Stock Ownership Plan (ESPP) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-Based Compensation | 13. Share-Based Compensation The Company’s 2017 Equity Incentive Plan (the 2017 Plan) provided for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, and restricted stock awards to the Company's employees, directors, and consultants. The 2017 Plan terminated one business day prior to effectiveness of the 2022 Equity Incentive Plan (the 2022 Plan) with respect to the grant of future awards. The 2022 Plan was adopted on February 3, 2022 and provides for the grant of incentive stock options to the Company's employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units (RSUs), and performance awards to the Company's employees, directors, and consultants. The aggregate number of shares of common stock that may be issued pursuant to equity awards under the 2022 Plan is 4,296,875 shares, plus shares subject to awards granted under the 2017 Plan that expire or otherwise terminate without having been exercised in full or are forfeited to or repurchased by the Company (provided that the maximum number of shares that may be added to the 2022 Plan pursuant to awards under the 2017 Plan is 6,269,300 shares). The number of shares of common stock reserved for issuance under the 2022 Plan shall be cumulatively increased on the first day of each fiscal year, beginning with the Company’s 2023 fiscal year and ending on the ten year anniversary of the date the Company’s board of directors approved the 2022 Plan equal to the least of 4,296,875 shares, 5 % of the total number of shares of common stock outstanding as of the last day of the immediately preceding fiscal year, or a lesser number of shares determined by the administrator of the 2022 Plan. On January 1, 2023 an additional 2,205,299 shares became available for issuance under the 2022 Plan. Share-based compensation cost is measured at fair value and is recognized as expense on a straight-line basis over the requisite service period. Share-based compensation expense by type of award was as follows (in thousands): December 31, 2022 2021 Stock options $ 14,859 $ 6,754 Restricted stock units 4,056 — Restricted stock units - chief executive officer 2,548 — ESPP 81 — Total share-based compensation expense $ 21,544 $ 6,754 Share-based compensation expense as reflected in the consolidated statement of operations and comprehensive loss was as follows (in thousands): December 31, 2022 2021 Research and development $ 7,007 $ 1,930 General and administrative 14,537 4,824 Total share-based compensation expense $ 21,544 $ 6,754 Due to the lack of an active public market for the common stock prior to February 2022, the fair value of the Company’s common stock was determined by the board of directors with input from management and consideration of third-party valuation reports, described further within the Fair Value of Common Stock and Fair Value of Total Equity section below. Stock Options Stock options granted under the 2017 Plan and the 2022 Plan vest over three or four years and expire after 10 years . A summary of stock option activity for awards under the 2017 Plan and the 2022 Plan is presented below: Options Outstanding and Exercisable Shares Subject to Outstanding Options Weighted Weighted Aggregate Outstanding as of January 1, 2022 5,598,830 $ 5.36 8.9 $ 7,349 Options Granted 3,468,136 15.20 Options Forfeited ( 364,872 ) 8.33 Options Exercised ( 648,390 ) 3.81 Outstanding as of December 31, 2022 8,053,704 $ 9.59 8.3 $ 172,294 Exercisable as of December 31, 2022 3,179,381 $ 6.70 7.3 $ 77,205 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for those options for which the exercise price was below the market price as of December 31, 2022. The weighted-average grant-date fair value per share of stock options granted during the years ended December 31, 2022 and 2021 was $ 9.95 and $ 5.77 , respectively. The aggregate grant-date fair value of stock options vested during the years ended December 31, 2022 and 2021 was approximately $ 14.5 million and $ 5.3 million, respectively. As of December 31, 2022, there was $ 37.7 million of unrecognized compensation cost related to unvested stock option based compensation arrangements granted under the 2017 Plan and 2022 Plan. This remaining compensation expense is expected to be recognized over a weighted average period of 2.7 years as of December 31, 2022. The intrinsic value of the options exercised for the years ended December 31, 2022 and 2021 was $ 10.9 million and $ 1.0 million, respectively. Restricted Stock Units RSUs granted under the 2022 Plan generally vest annually over three or four years . The Company uses the market price of the Company’s common shares on the date of grant to determine the fair value of RSUs. A summary of RSU activity for awards under the 2022 Plan is presented below: Shares Subject to Outstanding Awards Weighted Average Grant Date Fair Value Outstanding as of January 1, 2022 — $ — RSUs Granted 970,244 17.24 RSUs Vested — — RSUs Forfeited ( 42,290 ) 18.17 Outstanding as of December 31, 2022 927,954 $ 17.20 There were no RSUs granted in the year ended December 31, 2021. As of December 31, 2022, total unamortized share-based compensation relating to RSUs was $ 11.9 million, which is expected to be recognized over the average remaining vesting period of 2.3 years. Restricted Stock Units - Chief Executive Officer In June 2021, the Company granted 952,804 restricted stock units (RSU) to the chief executive officer (CEO) subject to service, performance, and market conditions. Each RSU granted in the RSU Award entitled the CEO to one share of common stock upon vesting subject to the service, performance, and market conditions. Upon completion of the IPO in February 2022, the performance condition was satisfied and the Company began recognizing share-based compensation expense on an accelerated attribution basis over the anticipated service period of 10 years , based on the fair value (totaling $ 10.3 million) according to the IPO scenario Monte Carlo simulation model as no other performance condition was deemed probable at the time of the IPO. As of December 31, 2022, there was $ 7.7 million of unrecognized share-based compensation cost related to the CEO RSU grant. The following discussion relates the conditions of the RSU award and the methodology under which the fair value and related expense of the RSU award was calculated. Service Condition The service condition to vesting of the RSU Award required the CEO’s continued employment with the Company through the achievement of any of the performance conditions and the market condition. Performance Condition The performance conditions to vesting of the RSU Award include (i) the consummation of a change in control event as defined in the 2017 Plan (Change in Control), (ii) the consummation of the first firm commitment underwritten public offering covering the offer and sale of Company shares, the consummation of the direct listing or direct placement of Company shares on a publicly traded exchange, or the completion of a merger or consolidation with a special purpose acquisition company in which the shares of the surviving or parent entity are listed on a national securities exchange (IPO), or (iii) a Change in Control following an IPO. Market Condition The market condition to vesting of the RSU Award involves Company value thresholds depending upon which of the three performance condition scenarios is applicable at the time of measurement. The Company value on a Change in Control is measured on the date of the Change in Control and is the aggregate amount of deal consideration paid at the closing of a Change in Control by an acquirer for the Company shares of common stock in connection with such Change in Control (Change in Control Market Capitalization). Upon a Change in Control, (i) one-sixth of the RSU Award will vest if a minimum Change in Control Market Capitalization of $2.5 billion is achieved, (ii) all of the RSU Award will vest if a $5.0 billion Change in Control Market Capitalization is achieved, and (iii) a portion of the RSU Award will vest based on a straight-line interpolation if a Change in Control Market Capitalization of between $2.5 billion and $5.0 billion is achieved based on a straight-line interpolation. The Company value in the event of an IPO is measured each June 30 and December 31 following an IPO (subject to applicable lock-up period) and represents the Company's Enterprise Value. The Company's Enterprise Value is determined using the total market capitalization of the Company based the average closing trading price of one share of the Company over the 60-day period ending on the day prior to the applicable IPO measurement date, less cash. Upon an IPO, (i) one-sixth of the RSU Award will vest if a minimum Enterprise Value of $2.5 billion is achieved, (ii) all the RSU Award will vest if a $5.0 billion Enterprise Value is achieved, and (iii) a portion of the RSU Award will vest based on a straight-line interpolation if an Enterprise Value of between $2.5 billion and $5.0 billion is achieved. The Company utilized Monte Carlo simulation models to estimate the fair value of the RSU Award on the date of grant in each of the three performance condition scenarios. Fair Value of Common Stock and Fair Value of Total Equity —Given the lack of an active public market for the common stock (prior to the Company’s IPO), the fair value of the Company’s common stock and total equity was determined by the board of directors with input from management and consideration of third-party valuation reports. In the absence of a public trading market, and as a clinical-stage company with no significant revenues, the Company believes that it was appropriate to consider a range of factors to determine the fair market value of the common stock at each grant date and resulting total equity value. In determining the fair value of its common stock and total equity value, the Company used methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants’ (AICPA) Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation. In addition, the Company considered various objective and subjective factors, along with input from the independent third-party valuation firm. The factors included (1) the achievement of clinical and operational milestones by the Company; (2) the significant risks associated with the Company’s stage of development; (3) capital market conditions for life science companies, particularly similarly situated, privately held, early-stage life science companies; (4) the Company’s available cash, financial condition, and results of operations; (5) the most recent sales of the Company’s redeemable convertible preferred stock; and (6) the preferential rights of the outstanding redeemable convertible preferred stock. Expected Equity Volatility —Due to the lack of a public market for the Company’s common stock (prior to the Company’s IPO) and the lack of company-specific historical and implied volatility data, the Company based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company (e.g., public entities of similar size, complexity, stage of development, and industry focus). The historical volatility is calculated based on a period commensurate with the expected date of achievement of a performance condition. Risk-Free Interest Rate and Discount Period —The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected time to achieve of a performance condition. The discount period is the period between the valuation date and the assumed change in control event date, with the assumption that all equity shares in the capital structure are paid out in cash. Expected Dividend Yield —The expected dividend yield is based on the Company’s historical and expected dividend payouts. The Company has historically paid no dividends and does not anticipate dividends to be paid in the future. Expected Time to Achievement of a Performance Condition —The time to the achievement of a performance condition is based on the Company’s best estimate of the period of time to achievement of a performance condition that attains the established market capitalization thresholds. The Company determined the fair value of the RSU Award considering third-party valuation reports. The Company considered several objective and subjective factors, including weighted probability of various liquidation event scenarios, operating and financial performance, discount for lack of marketability of the Company’s equity, and general and industry-specific economic outlook, among other factors. The discount for lack of marketability was applied to reflect the increased risk arising from the inability to readily sell the RSUs. The assumptions used in the Monte Carlos simulation models to determine the grant date fair value of the RSU Award for each of the three performance condition scenarios were as follows: Change in Control IPO Change in Control Date of grant June 9, 2021 December 7, 2021 December 7, 2021 Time to liquidity event (years) 1.56 - 3.06 10.00 1.33 Equity volatility 100 % - 110 % 70 % 65 % Risk-free interest rate 0.11 % - 0.31 % 1.47 % 0.44 % Discount for lack of marketability 26 % - 32 % 5 % 5 % Fair value of the RSU award (in thousands) $ 1,580 $ 10,300 $ 150 The performance condition will only become probable in the event of a change in control or an IPO. Accordingly, as a performance condition was not achieved in 2021, the Company did not record any share-based compensation expense related to this RSU Award in the year ended December 31, 2021. Upon completion of the IPO in February 2022, the performance condition was satisfied and the Company began recognizing share-based compensation expense on an accelerated attribution basis over the anticipated service period ( 10 years ) and based on the fair value (aggregate $ 10.3 million) according to the IPO scenario Monte Carlo simulation model as no other performance condition was deemed probable at the time of the IPO. |
Employee Stock Purchase Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-Based Compensation | 14. Employee Stock Ownership Plan (ESPP) In February 2022, the Company adopted the 2022 ESPP, as amended in September 2022. The 2022 ESPP plan was initiated in November 2022 and provides eligible employees with the opportunity to acquire an ownership interest in the Company through periodic payroll deductions, based on a six-month look-back period, at a price equal to the lesser of 85 % of the fair market value of the common stock at either the first business day or last business day of the relevant offering period, provided that no more than $ 25,000 in common stock may be purchased by any one employee during each year. The 2022 ESPP is intended to constitute an “employee stock purchase plan” under Section 423(b) of the Internal Revenue Code of 1986, as amended. The 2022 ESPP may be terminated by the Company’s board of directors at any time. A total of 312,500 shares of common stock were initially re served for issuance under the 2022 ESPP, subject to an annual increase on January 1 of each year, beginning on January 1, 2023, equal to the least of 312,500 shares of the Company's common stock, 1 % or the outstanding shares of the Company's common stock as of the last day of the immediately preceding fiscal year, or such other amount as the administrator under the 2022 ESPP may determine. On January 1, 2023 an additional 312,500 shares became available under the 2022 ESPP. The assumptions used in the Black-Scholes option pricing model for the ESPP plan for the year ending December 31, 2022 were as follows: 2022 Expected term 0.5 years Expected volatility 132 % Risk free interest rate 4.40 % Expected dividend yield — % |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 15. Net Loss Per Share Attributable to Common Stockholders The Company’s potential dilutive securities, which include redeemable convertible preferred stock, options to purchase common stock, and unvested shares of restricted common stock, have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share: December 31, 2022 2021 Redeemable convertible preferred stock — 24,785,564 Options to purchase common stock 8,053,704 5,598,073 Unvested shares of restricted common stock from early exercises — 757 Restricted stock units 927,954 — Restricted stock units - executive officer 952,804 952,804 Employee Stock Ownership Plan (ESPP) 5,651 — Total 9,940,113 31,337,198 Shares of redeemable convertible preferred stock also participated in dividends with shares of common stock (if and when declared) and therefore were deemed participating securities. The holders of redeemable convertible preferred stock did not contractually share in losses and therefore no additional net loss per share has been disclosed under the two-class method. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes The Company’s provision for income taxes consists of the following (in thousands): Year Ended December 31, 2022 2021 Current income tax provision (benefit): U.S. federal $ — $ — State — — Total — — Deferred income tax provision (benefit): U.S. federal ( 38,238 ) ( 14,840 ) State ( 12,490 ) ( 4,250 ) Total ( 50,728 ) ( 19,090 ) Change in valuation allowance 50,728 19,090 Total provision (benefit) for income taxes $ — $ — A reconciliation of the statutory U.S. federal rate and effective rate is as follows: Year Ended December 31, 2022 2021 U.S. federal tax 21.0 % 21.0 % State tax, net of federal benefit 6.6 6.5 Change in valuation allowance ( 26.9 ) ( 29.4 ) Research and development tax credits — 2.0 Change in tax rates and other ( 0.7 ) ( 0.1 ) Income tax expense 0.0 % 0.0 % The significant components of the Company’s deferred income tax assets (liabilities) were as follows (in thousands): December 31, 2022 2021 Deferred income tax assets: U.S. federal net operating loss carryforward $ 33,398 $ 24,692 State net operating loss carryforward 10,465 7,592 Research and development expenditures 35,339 — Research and development credits 1,935 3,218 Operating lease liabilities 9,876 570 Non-qualified stock options 6,802 1,665 Accrued bonus — 941 Other 92 179 Gross deferred income tax assets 97,907 38,857 Less: Valuation allowance ( 89,871 ) ( 38,725 ) Total deferred income tax assets 8,036 132 Deferred income tax liabilities: Depreciation ( 139 ) ( 132 ) Right-of-use asset - operating ( 7,897 ) — Net deferred income tax assets (liabilities) $ — $ — For tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 eliminates the option to currently deduct research and development expenses and requires taxpayers to capitalize and amortize them over five years for research activities performed in the United States and 15 years for research activities performed outside the United States pursuant to Internal Revenue Code Section 174. The Company recognizes valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considers (i) future reversals of existing taxable temporary differences; (ii) future taxable income exclusive of reversing temporary difference and carryforwards; (iii) taxable income in prior carryback years if carryback is permitted under applicable tax law; and (iv) tax planning strategies. The Company’s net deferred income tax assets are not more likely than not to be utilized due to the lack of sufficient sources of future taxable income and cumulative book losses which have resulted over the years. The change in the valuation allowance for the year ended December 31, 2022 of approximately $ 51.1 million was primarily due to research and development expenditures that the Company was required to capitalize pursuant to IRC Section 174 and net operating losses. The change in the valuation allowance for the year ended December 31, 2021 of approximately $ 19.1 million was primarily due to losses incurred for research and development. On March 27, 2020, Congress enacted the Coronavirus Aid, Relief and Economic Security Act (CARES Act) to provide certain relief as a result of the COVID-19 pandemic. The Company did not apply for any relief offered by the government during the years ended December 31, 2022 or 2021. The Company had Federal and State net operating loss (NOL) carryforwards of approximately $ 159.0 million and $ 160.6 million, respectively, as of December 31, 2022. The Company also had federal research and development tax credit carryforwards of approximately $ 1.9 million, available to potentially offset future federal income taxes, as of December 31, 2022. Approximately $ 6.3 million of the Federal NOL was generated prior to 2018 and will begin expiring in 2035 , while the remaining $ 152.7 million will be carried forward indefinitely but is limited to eighty percent of taxable income. The State NOL will begin expiring in 2035 . The federal research and development tax carryforwards, if not utilized, will expire beginning in 2038 . However, the deductibility of such federal net operating losses may be limited. Under Section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which generally occurs if the percentage of the corporation’s stock owned by 5 % stockholders increases by more than 50 % over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. The Company has not determined if it has experienced Section 382 ownership changes in the past and if a portion of its NOL and tax credit carryforwards are subject to an annual limitation under Section 382. In addition, the Company may experience ownership changes in the future as a result of subsequent shifts in its stock ownership, some of which may be outside of its control. If the Company determines that an ownership change has occurred and its ability to use its historical NOL and tax credit carryforwards is materially limited, it would harm the Company’s future operating results by effectively increasing the Company’s future tax obligations. The Company has no t identified any uncertain tax positions and did not recognize any adjustments for unrecognized tax benefits. The Company’s Federal and State tax returns for all years, 2015 through 2021 , remain subject to examination by taxing authorities due to the tax attribute carryforwards. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 17. Employee Benefit Plan The Company sponsors a tax deferred retirement plan under the Code to provide retirement benefits for all eligible employees. Participating employees may voluntarily contribute up to limits provided by Internal Revenue Service regulations. The Company made contributions to the plan of $ 0.6 m illion and $ 0.4 million for the years ended December 31, 2022 and 2021, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SubsequentEvents | 18. Subsequent Events Kite Collaboration Agreement On December 9, 2022, the Company entered into the Kite Collaboration Agreement with Kite, pursuant to which the Company and Kite will co-develop and co-commercialize the Company's CAR-T cell therapy product for myeloma known at the Company as CART-ddBCMA. The Company will receive royalties on, and have the option for co-development and co-commercialization of, next generation autologous CAR-T cell therapy products utilizing its existing BCMA Binder; and will receive royalties on non-autologous cell therapy products for myeloma developed by Kite using the existing BCMA Binder. The Collaboration Agreement was consummated in January 2023 and the Company received the $ 225.0 million cash payment in February 2023. In addition, based on the development and commercialization plan of the products, the Company will be eligible to receive additional clinical, regulatory, and commercial milestone payments. These milestone payments include contingent financial consideration of up to $ 335.0 million, $ 635.0 million and $ 507.5 million for the Existing Product, and each NextGen Product and Non-Auto Product, respectively. Gilead Common Stock Purchase Agreement In connection with the Collaboration and License Agreement, the Company entered into a common stock purchase agreement with Gilead on December 9, 2022, pursuant to which the Company agreed to issue and sell, and Gilead has agreed to purchase, 3,478,261 shares of the Company's common stock in a private placement for an aggregate purchase price of $ 100.0 million pursuant to the terms and conditions thereof. The Kite Collaboration Agreement was consummated in January 2023 and the Company issued the shares and received $ 100.0 million in January 2023. Restricted Stock Units - Chief Executive Officer In January 2023, the Company granted 495,000 RSUs to the CEO subject to service and ma rket conditions. Each RSU entitles the CEO to one share of common stock upon vesting and the executive must remain an employee of the Company as a condition of vesting. The award will vest as to one-sixth (1/6) of the RSUs if the Company's public float reaches a minimum of $ 2.5 billion and fully vest upon the achievement of $ 5.0 billion in market value, with vesting based on straight line linear interpolation between $ 2.5 billion and $ 5.0 billion, subject to the executive’s continued employment through the applicable date of such achievement. The Company will utilize the Monte Carlo simulation model in order to determine the fair value the award. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements were prepared based on the accrual method of accounting in accordance with U.S. generally accepted accounting principles (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). The accompanying consolidated financial statements include the accounts of Arcellx and its wholly owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Use of Accounting Estimates | Use of Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates used in preparing the accompanying consolidated financial statements include, but are not limited to, estimates related to the fair value of assets, research and development accruals, recoverability of long-lived assets, share-based compensation, and the valuation of deferred tax assets and liabilities. Although actual results could differ from those estimates, management does not believe that such differences would be material. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company deposits its cash primarily in checking and sweep accounts with commercial banks and financial institutions. Cash equivalents consist of money market funds. The Company is required to maintain cash collateral on deposit in segregated money market bank accounts as a condition of its lease agreements on its properties, equal to the required security deposit amounts. These amounts are presented as non-current restricted cash on the accompanying consolidated balance sheets. |
Marketable Securities | Marketable Securities The Company carries marketable securities classified as available-for-sale at fair value as determined by prices for identical or similar securities at the balance sheet date. The inputs used to determine the fair value of marketable securities are considered Level 2 within the fair-value hierarchy. The Company records unrealized gains and losses as a component of other comprehensive loss within the statements of operations and comprehensive loss and as accumulated other comprehensive loss in stockholders’ deficit. Realized gains or losses on available-for-sale securities are determined using the specific identification method and the Company includes net realized gains and losses in other income, net. Marketable securities are classified as either current or non-current assets based on their contractual maturity dates. At each reporting date, or more frequently if circumstances warrant, the Company evaluates individual available-for-sale debt securities for impairment. In the event that the carrying value of an available-for-sale debt security exceeds its fair value and the decline in fair value is determined to be other-than-temporary, the Company records an impairment charge in earnings attributable to the estimated credit loss. In determining whether a decline in the value of an available-for-sale debt security is other-than-temporary, the Company evaluates various factors including, but not limited to, the nature of the investments, changes in credit ratings, interest rate fluctuations, industry analyst reports, the duration and extent to which fair value has been less than carrying value, the Company’s assessment as to whether it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis, and the severity of the impairment. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, accounts payable, and accrued expenses. The carrying amounts of accounts payable and accrued expenses generally approximate their respective fair value due to their short-term nature. The Company accounts for recurring and non-recurring fair value measurements in accordance with ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a fair value hierarchy for assets and liabilities measured at fair value, and requires expanded disclosures about fair value measurements. The ASC 820 hierarchy ranks the quality of reliability of inputs, or assumptions, used in the determination of fair value and requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories: Level 1—Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. Level 2—Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models, such as interest rates and yield curves that can be corroborated by observable market data. Level 3—Fair value is determined by inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgments to be made by a reporting entity—e.g., determining an appropriate adjustment to a discount factor for illiquidity associated with a given security. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination o f fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, and marketable securities. The Company maintains its cash and cash equivalents and restricted cash at an accredited financial institution in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company invests in highly rated debt securities consisting entirely of corporate bonds, which the Company has the ability to liquidate within one-day should the need for additional cash arise. Accordingly, the Company believes the exposure to credit risk on its marketable securities portfolio is low. |
Pre-Launch Inventory | Pre-Launch Inventory Prior to FDA approval, the Company's policy is to recognize the cost associated with acquiring raw materials and production for clinic al trials and pre-launch inventory, including third-party contract manufacturing organizations (CMO) and contract development and manufacturing organizations (CDMO), as research and development expense in its consolidated statements of operations in the period in which the costs are incurred. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost and depreciated over its estimated useful life using the straight-line method. Upon retirement or disposal, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is recognized within operating expenses. Routine expenditures for maintenance and repairs are expensed as incurred. Estim ated useful lives for property and equipment are as follows: Estimated Useful Life Computer equipment 3 years Furniture and fixtures 7 years Lab equipment 7 years Leasehold improvements Lesser of estimated useful life or remaining lease term Equipment under capital lease Lesser of estimated useful life or remaining lease term |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets T he Company reviews the recoverability of its long-lived asset group when events or changes in circumstances occur that indicate that the carrying value of the asset group may not be recoverable. Recoverability of the long-lived asset group is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset group. If these cash flows are less than the carrying value of such asset group, the Company then determines the fair value of the underlying asset group. Any impairment loss to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the estimated fair value of the asset group. There were no impairment losses recognized during the years ended December 31, 2022 or 2021. |
Leases | Leases In February 2016, the FASB issued ASU 2016-02 , Leases (Topic 842). Topic 842 increases transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements for both lessees and lessors. The Company adopted the new standard effective January 1, 2022 , electing to use the package of practical expedients permitted under the transition guidance which allows for the carry forward of historical lease classification for existing leases on the adoption date and does not require the assessment of existing lease contracts to determine whether the contracts contain a lease or initial direct costs. The Company also elected the practical expedient to not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component for leases associated with office and laboratory space, manufacturing facilities, and equipment. Prior periods were not retrospectively adjusted. The adoption of this standard resulted in the recognition of operating lease right-of-use (ROU) assets in the amount of $ 3.3 million and operating lease liabilities in the amount of $ 5.4 million on the consolidated balance sheet, with a $ 2.1 million reclassification of deferred rent and tenant improvement allowances. There was no cumulative effect adjustment to the opening balance of accumulated deficit as of January 1, 2022. The adoption of this standard did not have an impact on the consolidated statements of operations or cash flows on the effective date. The Company leases office and laboratory space and equipment. In addition, the Company enters into manufacturing supply agreements with CMOs and CDMOs to manufacture clinical product candidate materials. Such agreements may include an embedded lease due to the exclusive use of identified manufacturing facilities and equipment that are controlled by the Company and for which the Company obtains substantially all the output. The evaluation of leases that are embedded in the Company’s CMO and CDMO agreements is complex and requires judgment. If a lease arrangement is determined to exist with a lease term of more than 12 months at the lease commencement date, an ROU asset and corresponding lease liability are recorded on the consolidated balance sheet at the lease commencement date based on the present value of fixed lease payments over the lease term. The lease commencement date, defined as the date on which the lessor makes the underlying asset available for use by the lessee and the date from which the Company is required to recognize lease expenses, may be different from the inception date of the contract. An ROU asset represents the right to control the use of an identified asset over the lease term and a lease liability represents the obligation to make lease payments arising from the lease. The Company uses the discount rate implicit in the lease, if available, or its incremental borrowing rate on the lease commencement date to determine the present value of lease payments. The lease terms used to calculate the ROU assets and related lease liabilities include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company expenses ROU assets acquired for research and development activities under ASC Topic 730, Research and Development, if they do not have alternative future use, in research and development projects or otherwise. Leases are classified as either operating or finance leases based on the economic substance of the agreement. For operating leases, the Company recognizes lease expense related to fixed payments on a straight-line basis over the lease term. For finance leases, the Company recognizes the amortization of the ROU asset over the shorter of the lease term or useful life of the underlying asset. Interest accretion on the finance lease liabilities is recorded as interest expense. For both operating and finance leases, lease expense related to variable payments is recognized as incurred based on performance or usage in accordance with the contractual agreements. For short-term lease arrangements with a term of one year or less, the Company has elected to recognize the related lease payments on a straight-line basis over the lease term without recording related ROU assets and lease liabilities. The Company evaluates changes to the terms and conditions of a lease contract to determine if they result in a new lease or a modification of an existing lease. For lease modifications, the Company remeasures and reallocates the remaining consideration in the contract and reassesses the lease classification at the effective date of the modification. The Company u ses significant assumptions and judgment in evaluating its lease contracts and other agreements, including the determination of whether an agreement is or contains a lease, whether a change in the terms and conditions of a lease contract represent a new or modified lease, whether a lease represents an operating or finance lease, the discount rate used to determine the present value of lease obligations, and the term of a lease embedded in its manufacturing supply agreements. |
Deferred Offering Costs | Deferred Offering Costs The Company deferred certain legal, professional accounting and other third-party fees that were directly associated with the Company’s F ebruary 2022 IPO as deferred offering costs. Upon consummation of the IPO, these costs were reclassified to stockholders’ deficit as a reduction of the offering proceeds. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as they are incurred. Research and development expenses consist primarily of salaries and benefits of research and development personnel, costs related to research activities, preclinical studies, clinical manufacturing, technical development, and overhead and facility-related costs. The Company makes payments in connection with clinical trials under contracts with contract research organizations that support conducting and managing clinical trials. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price, or on a time and materials basis. A portion of the obligation to make payments under these contracts depends on factors such as the successful enrollment or treatment of patients or the completion of other clinical trial milestones. Expenses related to clinical trials are accrued based on estimates and/or representations from service providers regarding work performed, including actual level of patient enrollment, completion of patient trials, and progress of the clinical trials. Other incidental costs related to patient enrollment or treatment are accrued when reasonably certain. Similarly, the Company accrues expenses related to the work performed by contract manufacturing organizations based on the progress of the work performed. If the amounts the Company is obligated to pay under clinical trial agreements and manufacturing agreements are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), the accruals are adjusted accordingly. Revisions to contractual payment obligations are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. The Company may be obligated to make upfront payments upon execution of certain research and development agreements. Advance payments, including nonrefundable amounts, for goods or services that will be used or rendered for future research and development activities are deferred and included in prepaid expenses and other current assets or other non-current assets in the consolidated balance sheets. Such amounts are recognized as expense as the related goods are delivered or the related services are performed, or at such time when the Company does not expect the goods to be delivered or services to be performed. |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company’s redeemable convertible preferred stock is classified outside of stockholders’ deficit because the shares contain deemed liquidation rights that are a contingent redemption feature not solely within the control of the Company. The Company’s policy is to not accrete the carrying value and related issuance costs of the redeemable convertible preferred stock to its redemption value until such redemption becomes probable. All series of redeemable convertible preferred stock converted into shares of common stock on a one-to-one basis effective in February 2022 as part of the Company’s IPO. |
Share-Based Compensation | Share-Based Compensation The Company accounts for its share-based compensation in accordance with ASC 718, Compensation—Stock Compensation (ASC 718). ASC 718 requires all share-based payments to employees and directors, including grants of incentive stock options, nonqualified stock options, restricted stock awards, unrestricted stock awards, or restricted stock units, to be recognized as expense based on their grant date fair values. The determination of grant date fair value may require the Company to make assumptions as further discussed below. Changes in the assumptions can materially affect the fair value and ultimately how much share-based compensation expense is recognized. These assumptions are subjective and generally require significant analysis and judgment to develop. Stock Options The Company’s determination of the fair value of stock options with time-based vesting on the date of grant utilizes the Black-Scholes option-pricing model, and is impacted by the Company’s common stock price as well as other variables including, but not limited to, the expected term that options will remain outstanding, expected common stock price volatility over the expected term of the option awards, risk-free interest rates and expected dividends. The fair value of a stock-based award is recognized over the period during which an optionee is required to provide services in exchange for the option award, known as the requisite service period (usually the vesting period) on a straight-line basis. Stock-based compensation expense is recognized based on the fair value determined on the date of grant and is reduced for forfeitures as they occur. Estimatin g the fair value of equity-settled awards as of the grant date using valuation models, such as the Black-Scholes option pricing model, is affected by assumptions regarding a number of complex variables as follows: Expected Term — The Company uses the “simplified method” for estimating the expected term of options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option (generally 10 years). The Company uses the simplified method as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term that options will remain outstanding. Expected Volatility — Due to the Company’s limited operating history and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. Risk-Free Interest Rate — The risk-free rate assumption is based on the U.S. treasury yield in effect at the time of grant for instruments with maturities similar to the expected term of the Company’s stock options. Expected Dividend — The Company has not issued any dividends in its history and does not expect to issue dividends over the life of the options and therefore has estimated the dividend yield to be zero . The assumptions used in the Black-Scholes option pricing model for stock options granted for the years ending December 31, 2022 and 20 21 were as follows: 2022 2021 Expected term 6.0 - 6.3 years 6.3 - 7.0 years Expected volatility 68 % - 75 % 90 % - 110 % Risk free interest rate 1.56 % - 3.88 % 0.83 % - 1.52 % Expected dividend yield — % — % Restricted Stock Awards, Unrestricted Stock Awards, and Restricted Stock Units The fair value of restricted stock awards, unrestricted stock awards, and restricted stock units (collectively, awards) without a market condition (e.g., certain market capitalization thresholds) is the fair value of our common stock on the grant date. Vesting of awards is accelerated for certain employees in the event of a change in control or in the event that we remove the employee with or without cause from their position. The Company estimates the fair value of awards subject to both a market condition and a performance condition on the grant date using a Monte Carlo simulation model. For awards with vesting subject to the fulfillment of both market and performance conditions, share-based compensation expense is recognized using the accelerated attribution method beginning when the achievement of the performance condition becomes probable over the applicable service period. The amount of share-based compensation expense is dependent on our periodic assessment of the probability of the performance condition being satisfied and our estimate, which may vary over time, of the number of shares that will ultimately be issued. If the performance condition is not met, no compensation expense is recognized, and any previously recognized compensation cost is reversed. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets where, based upon the available evidence, the Company concludes that it is more-likely-than-not that the deferred tax assets will not be realized. In evaluating its ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Because of the uncertainty of the realization of deferred tax assets, the Company has recorded a valuation allowance against its net deferred tax assets. Liabilities are p rovided for tax benefits for which realization is uncertain. Such benefits are only recognized when the underlying tax position is considered more-likely-than-not to be sustained on examination by a taxing authority, assuming they possess full knowledge of the position and facts. Interest and penalties related to uncertain tax positions are recognized in the provision of income taxes. As of December 31, 2022 and 2021, the Company had no interest or penalties related to uncertain income tax positions. |
Segment and Geographic Information | Segment and Geographic Information Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations as and manages its business in one operating segment operating exclusively in the United States. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12). ASU 2019-12 is part of the FASB’s overall simplification initiative and seeks to simplify the accounting for income taxes by updating certain guidance and removing certain exceptions. The standard update is effective for fiscal years beginning after December 15, 2021. The adoption of this standard as of January 1, 2022 did not have any impact on the Company's consolidated financial statements and related disclosures. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which modifies the measurement of expected credit losses on certain financial instruments. In addition, for available-for-sale debt securities, the standard eliminates the concept of other-than-temporary impairment and requires the recognition of an allowance for credit losses rather than reductions in the amortized cost of the securities. The standard is effective for interim and annual periods beginning after December 15, 2022 and requires a modified-retrospective approach with a cumulative-effect adjustment, if any, to retained earnings as of the beginning of the first reporting period. Early adoption is permitted. Based on the composition of the Company’s investment portfolio, current market conditions, and historical credit loss activity, the adoption of ASU 2016-13 is not expected to have a material impact on the Company's consolidated financial statements and related disclosures. The Company will continue monitoring through the effective date of the standard. The Company has evaluated all other ASUs issued through the date these consolidated financial statements were issued and believes that the adoption of these will not have a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Property and Equipment, Net | Estim ated useful lives for property and equipment are as follows: Estimated Useful Life Computer equipment 3 years Furniture and fixtures 7 years Lab equipment 7 years Leasehold improvements Lesser of estimated useful life or remaining lease term Equipment under capital lease Lesser of estimated useful life or remaining lease term |
Schedule of Assumptions used in Black-Scholes Option Pricing Model for Stock Options Granted | The assumptions used in the Black-Scholes option pricing model for stock options granted for the years ending December 31, 2022 and 20 21 were as follows: 2022 2021 Expected term 6.0 - 6.3 years 6.3 - 7.0 years Expected volatility 68 % - 75 % 90 % - 110 % Risk free interest rate 1.56 % - 3.88 % 0.83 % - 1.52 % Expected dividend yield — % — % |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents and Restricted Cash | The following table reconciles cash and cash equivalents and restricted cash per the balance sheets to the statements of cash flows (in thousands): December 31, 2022 2021 Cash and cash equivalents $ 64,179 $ 30,833 Restricted cash 2,501 199 Total $ 66,680 $ 31,032 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Company's Financial Assets | The following table sets forth the fair value of the Company’s financial assets by level within the fair value hierarchy (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Money market fund (cash equivalent) $ 57,697 $ — $ — Money market fund (long-term restricted cash) 2,501 — Marketable securities: Commercial paper — 129,810 — Corporate debt — 11,866 — Government agency — 48,980 — Total assets measured at fair value $ 60,198 $ 190,656 $ — December 31, 2021 Level 1 Level 2 Level 3 Money market fund (cash equivalent) $ 26,472 $ — $ — Money market fund (long-term restricted cash) 199 — — Marketable securities: (1) Commercial paper — 43,969 — Corporate debt — 17,072 — Government agency — 5,053 — Asset-backed securities — 7,690 — Total assets measured at fair value $ 26,671 $ 73,784 $ — (1) These items have been reclassified to conform to current period presentation. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Securities [Abstract] | |
Schedule of Available-for-sale Marketable Securities | Available-for-sale marketable securities were as follows (in thousands): December 31, 2022 Amortized Unrealized Unrealized Fair Value Commercial paper $ 129,810 $ — $ — $ 129,810 Corporate debt 11,923 — ( 57 ) 11,866 Government agency 49,144 9 ( 173 ) 48,980 Total $ 190,877 $ 9 $ ( 230 ) $ 190,656 December 31, 2021 (1) Amortized Unrealized Unrealized Fair Value Commercial paper $ 43,969 $ — $ — $ 43,969 Corporate debt 17,084 — ( 12 ) 17,072 U.S. government agency 5,056 — ( 3 ) 5,053 Asset-backed securities 7,695 — ( 5 ) 7,690 Total $ 73,804 $ — $ ( 20 ) $ 73,784 (1) These items have been reclassified to conform to current period presentation. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2022 2021 Prepaid research and development costs $ 8,361 $ 6,143 Other prepaid expense and current assets 3,667 2,049 Total prepaid expenses and other current assets $ 12,028 $ 8,192 |
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 | Property and equipment consist of the following (in thousands): December 31, 2022 2021 Lab equipment $ 9,638 $ 9,115 Leasehold improvements 2,399 2,355 Lab equipment under finance leases 714 714 Computer equipment 64 58 Furniture and fixtures 177 142 Construction in progress 1,700 96 Property and equipment, gross 14,692 12,480 Less: accumulated depreciation and amortization ( 3,461 ) ( 2,162 ) Property and equipment, net $ 11,231 $ 10,318 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Total Lease Costs | The Company's total lease costs were as follows (in thousands) for the year ended December 31, 2022: Finance lease costs: Right-of-use assets with no alternative future use $ 63,321 Amortization of right-of-use assets 102 Interest on lease liabilities 1,720 Operating lease costs 3,832 Short-term lease costs 758 Variable lease costs 1,769 Total lease costs $ 71,502 |
Summary of Future Minimum Lease Payments | Future minimum lease payments were as follows (in thousands) as of December 31, 2022: Operating Leases Finance Leases 2023 3,012 34,092 2024 6,045 23,866 2025 8,161 — 2026 8,412 — 2027 8,672 — Thereafter 58,873 — Total lease payments 93,175 57,958 Less: Tenant improvement incentive ( 20,292 ) — Imputed interest ( 38,683 ) ( 4,497 ) Present value of total lease liabilities $ 34,200 $ 53,461 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows (in thousands) for the year ended December 31, 2022: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases 1,708 Operating cash flows from operating leases 1,947 Financing cash flows from finance leases 9,675 Right-of-use assets obtained in exchange for new finance lease liabilities 63,321 Right-of-use assets obtained in exchange for new operating lease liabilities 29,562 |
Summary of Weighted-Average Remaining Lease Terms and Discount Rates | Weighted-average remaining lease terms and discount rates were as follows as of December 31, 2022: Weighted-average remaining lease term — finance leases 2.0 years Weighted-average remaining lease term — operating leases 11.3 years Weighted-average discount rate — finance leases 10.1 % Weighted-average discount rate — operating leases 9.6 % |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): December 31, 2022 2021 Research and development accrued expenses $ 3,201 $ 6,626 Accrued offering costs — 1,301 Accrued bonus 5,347 3,429 Other liabilities 3,131 1,824 Total accrued liabilities $ 11,679 $ 13,180 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock [Abstract] | |
Schedule of Reconciliation of Shares Issued and Outstanding | Below is a reconciliation of shares issued and outstanding: December 31, 2022 2021 Total shares of common stock legally issued and outstanding 44,105,981 544,967 Less: unvested early exercised shares of common stock — ( 757 ) Total shares issued and outstanding 44,105,981 544,210 |
Schedule of Reserved Shares of Common Stock For Issuance | The Company has reserved shares of common stock for issuance as follows: December 31, 2022 2021 Options and awards issued and outstanding 8,981,658 5,598,830 Shares available for issuance under the 2017 Plan — 7,927,329 Shares available for issuance under the 2022 Plan 311,054 — Total 9,292,712 13,526,159 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense | Share-based compensation expense by type of award was as follows (in thousands): December 31, 2022 2021 Stock options $ 14,859 $ 6,754 Restricted stock units 4,056 — Restricted stock units - chief executive officer 2,548 — ESPP 81 — Total share-based compensation expense $ 21,544 $ 6,754 Share-based compensation expense as reflected in the consolidated statement of operations and comprehensive loss was as follows (in thousands): December 31, 2022 2021 Research and development $ 7,007 $ 1,930 General and administrative 14,537 4,824 Total share-based compensation expense $ 21,544 $ 6,754 |
Summary of Stock Option Activity | A summary of stock option activity for awards under the 2017 Plan and the 2022 Plan is presented below: Options Outstanding and Exercisable Shares Subject to Outstanding Options Weighted Weighted Aggregate Outstanding as of January 1, 2022 5,598,830 $ 5.36 8.9 $ 7,349 Options Granted 3,468,136 15.20 Options Forfeited ( 364,872 ) 8.33 Options Exercised ( 648,390 ) 3.81 Outstanding as of December 31, 2022 8,053,704 $ 9.59 8.3 $ 172,294 Exercisable as of December 31, 2022 3,179,381 $ 6.70 7.3 $ 77,205 |
Summary of Restricted Stock Units Activity | A summary of RSU activity for awards under the 2022 Plan is presented below: Shares Subject to Outstanding Awards Weighted Average Grant Date Fair Value Outstanding as of January 1, 2022 — $ — RSUs Granted 970,244 17.24 RSUs Vested — — RSUs Forfeited ( 42,290 ) 18.17 Outstanding as of December 31, 2022 927,954 $ 17.20 |
Schedule of Assumptions used in Determining Fair Value for Stock Options and RSU Awards | The assumptions used in the Monte Carlos simulation models to determine the grant date fair value of the RSU Award for each of the three performance condition scenarios were as follows: Change in Control IPO Change in Control Date of grant June 9, 2021 December 7, 2021 December 7, 2021 Time to liquidity event (years) 1.56 - 3.06 10.00 1.33 Equity volatility 100 % - 110 % 70 % 65 % Risk-free interest rate 0.11 % - 0.31 % 1.47 % 0.44 % Discount for lack of marketability 26 % - 32 % 5 % 5 % Fair value of the RSU award (in thousands) $ 1,580 $ 10,300 $ 150 |
Employee Stock Ownership Plan_2
Employee Stock Ownership Plan (ESPP) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Employee Stock Purchase Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Assumptions used in Black-Scholes Option Pricing Model for ESPP Plan | The assumptions used in the Black-Scholes option pricing model for the ESPP plan for the year ending December 31, 2022 were as follows: 2022 Expected term 0.5 years Expected volatility 132 % Risk free interest rate 4.40 % Expected dividend yield — % |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Securities Excluded From Computation of Earnings Per Share | December 31, 2022 2021 Redeemable convertible preferred stock — 24,785,564 Options to purchase common stock 8,053,704 5,598,073 Unvested shares of restricted common stock from early exercises — 757 Restricted stock units 927,954 — Restricted stock units - executive officer 952,804 952,804 Employee Stock Ownership Plan (ESPP) 5,651 — Total 9,940,113 31,337,198 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Provision for Income Taxes | The Company’s provision for income taxes consists of the following (in thousands): Year Ended December 31, 2022 2021 Current income tax provision (benefit): U.S. federal $ — $ — State — — Total — — Deferred income tax provision (benefit): U.S. federal ( 38,238 ) ( 14,840 ) State ( 12,490 ) ( 4,250 ) Total ( 50,728 ) ( 19,090 ) Change in valuation allowance 50,728 19,090 Total provision (benefit) for income taxes $ — $ — |
Schedule of Reconciliation of Statutory U.S. Federal Rate and Effective Rate | A reconciliation of the statutory U.S. federal rate and effective rate is as follows: Year Ended December 31, 2022 2021 U.S. federal tax 21.0 % 21.0 % State tax, net of federal benefit 6.6 6.5 Change in valuation allowance ( 26.9 ) ( 29.4 ) Research and development tax credits — 2.0 Change in tax rates and other ( 0.7 ) ( 0.1 ) Income tax expense 0.0 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred income tax assets (liabilities) were as follows (in thousands): December 31, 2022 2021 Deferred income tax assets: U.S. federal net operating loss carryforward $ 33,398 $ 24,692 State net operating loss carryforward 10,465 7,592 Research and development expenditures 35,339 — Research and development credits 1,935 3,218 Operating lease liabilities 9,876 570 Non-qualified stock options 6,802 1,665 Accrued bonus — 941 Other 92 179 Gross deferred income tax assets 97,907 38,857 Less: Valuation allowance ( 89,871 ) ( 38,725 ) Total deferred income tax assets 8,036 132 Deferred income tax liabilities: Depreciation ( 139 ) ( 132 ) Right-of-use asset - operating ( 7,897 ) — Net deferred income tax assets (liabilities) $ — $ — |
Nature of The Business - Additi
Nature of The Business - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Jan. 26, 2023 USD ($) | Mar. 04, 2022 USD ($) | Jan. 28, 2022 | Mar. 21, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Feb. 28, 2022 shares | Feb. 08, 2022 shares | Dec. 31, 2021 USD ($) shares | Jun. 30, 2021 shares | |
Class of Stock [Line Items] | |||||||||
Accumulated Deficit | $ (318,790) | $ (130,111) | |||||||
Proceeds from issuance of private placement | 9,958 | ||||||||
Upfront payment received | 325,000 | ||||||||
Cash, cash equivalents and marketable securities | $ 254,800 | ||||||||
Common stock, shares authorized | shares | 1,000,000,000 | 1,000,000,000 | 185,000,000 | 185,000,000 | |||||
Reverse stock split ratio | 0.1817 | ||||||||
Certificate of Incorporation | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | shares | 1,000,000,000 | 185,000,000 | |||||||
Reverse stock split describtion | On January 28, 2022, the Company effected a one-for-5.5041 reverse stock split of its common stock and preferred stock in connection with its initial public offering (IPO) in February 2022. | ||||||||
Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of private placement and non-refundable upfront payment | $ 325,000 | ||||||||
Subsequent Event | Kite Collaboration Agreement | |||||||||
Class of Stock [Line Items] | |||||||||
Non-refundable upfront payment received | 225,000 | ||||||||
Potential payments of clinical, regulatory and commercial milestones | 3,900,000 | ||||||||
IPO | Certificate of Incorporation | |||||||||
Class of Stock [Line Items] | |||||||||
Reverse stock split ratio | 0.1817 | ||||||||
Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of private placement | $ 10,000 | ||||||||
Private Placement | Subsequent Event | Gilead Common Stock Purchase Agreement | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of private placement | $ 100,000 | $ 100,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Feb. 28, 2022 | Jan. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Impairment losses | $ 0 | $ 0 | ||
Accounting standards update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201602Member | |||
Change in accounting principle, accounting standards update, adopted date | Jan. 01, 2022 | |||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Operating lease right-of-use assets | $ 3,300,000 | $ 28,659,000 | ||
Operating lease liabilities | 5,400,000 | $ 34,200,000 | ||
Reclassification of deferred rent and tenant improvement allowances | $ 2,100,000 | |||
Expected dividend yield | 0% | |||
Unrecognized tax benefits income tax penalties expense | $ 0 | 0 | ||
Unrecognized tax benefits income tax interest expense | $ 0 | $ 0 | ||
IPO | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Preferred stock conversion basis | one-to-one |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Property and Equipment, Net (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Furniture and Fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Lab Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | Lesser of estimated useful life or remaining lease term |
Equipment under Capital Lease | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | Lesser of estimated useful life or remaining lease term |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Assumptions used in Black-Scholes Option Pricing Model for Stock Options Granted (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend yield | 0% | |
Stock Options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility, Maximum | 75% | 110% |
Expected volatility, Minimum | 68% | 90% |
Risk free interest rate, Maximum | 3.88% | 1.52% |
Risk free interest rate, Minimum | 1.56% | 0.83% |
Expected dividend yield | 0% | 0% |
Minimum | Stock Options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term | 6 years | 6 years 3 months 18 days |
Maximum | Stock Options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term | 6 years 3 months 18 days | 7 years |
Restricted Cash (Additional Inf
Restricted Cash (Additional Information) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Restricted cash reserve | $ 2.5 | $ 0.2 |
Restricted Cash - Schedule of C
Restricted Cash - Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 64,179 | $ 30,833 | |
Restricted cash | 2,501 | 199 | |
Total | $ 66,680 | $ 31,032 | $ 46,795 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value of Company's Financial Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | ||
Assets | ||||
Marketable securities | $ 190,656 | $ 73,784 | [1] | |
Level 1 | Recurring | ||||
Assets | ||||
Money market fund (cash equivalent) | 57,697 | 26,472 | ||
Money market fund (long-term restricted cash) | 2,501 | 199 | ||
Total assets measured at fair value | 60,198 | 26,671 | [2] | |
Level 2 | Recurring | ||||
Assets | ||||
Total assets measured at fair value | 190,656 | 73,784 | [2] | |
Level 2 | Recurring | Commercial Paper | ||||
Assets | ||||
Marketable securities | 129,810 | 43,969 | [2] | |
Level 2 | Recurring | Corporate Debt | ||||
Assets | ||||
Marketable securities | 11,866 | 17,072 | [2] | |
Level 2 | Recurring | Government Agency | ||||
Assets | ||||
Marketable securities | $ 48,980 | 5,053 | [2] | |
Level 2 | Recurring | Asset-Backed Securities | ||||
Assets | ||||
Total assets measured at fair value | [2] | $ 7,690 | ||
[1] These items have been reclassified to conform to current period presentation. These items have been reclassified to conform to current period presentation. |
Marketable Securities - Schedul
Marketable Securities - Schedule of Available-for-sale Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | ||
Marketable Securities [Line Items] | ||||
Amortized costs | $ 190,877 | $ 73,804 | [1] | |
Gross Unrealized Gains | 9 | |||
Gross Unrealized Loss | (230) | (20) | [1] | |
Fair Value | 190,656 | 73,784 | [1] | |
Commercial Paper | ||||
Marketable Securities [Line Items] | ||||
Amortized costs | 129,810 | 43,969 | [1] | |
Fair Value | 129,810 | 43,969 | [1] | |
Corporate Debt | ||||
Marketable Securities [Line Items] | ||||
Amortized costs | 11,923 | 17,084 | [1] | |
Gross Unrealized Loss | (57) | (12) | [1] | |
Fair Value | 11,866 | 17,072 | [1] | |
U.S. Government Agency | ||||
Marketable Securities [Line Items] | ||||
Amortized costs | 49,144 | 5,056 | [1] | |
Gross Unrealized Gains | 9 | |||
Gross Unrealized Loss | (173) | (3) | [1] | |
Fair Value | $ 48,980 | 5,053 | [1] | |
Asset-Backed Securities | ||||
Marketable Securities [Line Items] | ||||
Amortized costs | [1] | 7,695 | ||
Gross Unrealized Loss | [1] | (5) | ||
Fair Value | [1] | $ 7,690 | ||
[1] These items have been reclassified to conform to current period presentation. |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) Condition in Millions, $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) Condition | |
Marketable Securities [Abstract] | |
Available-for-sale debt marketable securities contractual maturities | less than one year |
Number of securities in an unrealized loss position | Condition | 11 |
Aggregate fair value an unrealized loss position | $ 55 |
Allowance for credit losses | $ 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid research and development costs | $ 8,361 | $ 6,143 |
Other prepaid expense and current assets | 3,667 | 2,049 |
Total prepaid expenses and other current assets | $ 12,028 | $ 8,192 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 14,692 | $ 12,480 |
Less: accumulated depreciation and amortization | (3,461) | (2,162) |
Property and equipment, net | 11,231 | 10,318 |
Lab Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,638 | 9,115 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,399 | 2,355 |
Lab Equipment under Finance Leases | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 714 | 714 |
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 64 | 58 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 177 | 142 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,700 | $ 96 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 1.3 | $ 1 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 USD ($) ft² | May 31, 2022 USD ($) ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease expense | $ 4,700 | $ 1,200 | ||
Undiscounted minimum lease payments | 93,175 | |||
Research and development expense on finance lease liabilities | 149,555 | $ 46,883 | ||
Finance lease liabilities, current | 33,060 | |||
Finance lease liabilities, non-current | $ 20,871 | |||
Lonza | ||||
Lessee, Lease, Description [Line Items] | ||||
Prior notification period to terminate arrangement | 12 months | |||
Research and development expense on finance lease liabilities | $ 63,300 | |||
Finance lease liabilities, current | 33,100 | |||
Finance lease liabilities, non-current | $ 20,900 | |||
Finance lease expiration date | 2024-12 | |||
Lonza | Other Income, Net | ||||
Lessee, Lease, Description [Line Items] | ||||
Interest expense on finance lease liabilities | $ 1,700 | |||
Redwood, California | ||||
Lessee, Lease, Description [Line Items] | ||||
Square feet of space | ft² | 51,822 | |||
Lease term | 11 years 8 months 12 days | |||
Undiscounted minimum lease payments | $ 56,500 | |||
Option to extend lease | The Redwood City lease provides for an optional five-year extension. | |||
Option to extend lease term | 5 years | |||
Lease includes allowance for tenant improvements | $ 9,800 | |||
Operating lease, discount rate | 8.50% | |||
Rockville, Maryland | ||||
Lessee, Lease, Description [Line Items] | ||||
Square feet of space | ft² | 57,902 | |||
Lease term | 12 years 10 months 24 days | |||
Undiscounted minimum lease payments | $ 31,000 | |||
Option to extend lease | The Rockville lease provides for optional two five-year extensions. | |||
Option to extend lease term | 5 years | |||
Lease includes allowance for tenant improvements | $ 12,100 | |||
Operating lease, discount rate | 12% | |||
Office and Laboratory Space | Rockville, Maryland | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease expiration year | 2030 |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Right-Of-Use Assets With No Alternative Future Use | $ 63,321 |
Amortization of right-of-use assets | 102 |
Interest on lease liabilities | 1,720 |
Operating lease costs | 3,832 |
Short-term lease costs | 758 |
Variable lease costs | 1,769 |
Total lease costs | $ 71,502 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Leases [Abstract] | ||
Operating Leases, 2023 | $ 3,012 | |
Operating Leases, 2024 | 6,045 | |
Operating Leases, 2025 | 8,161 | |
Operating Leases, 2026 | 8,412 | |
Operating Leases, 2027 | 8,672 | |
Operating Leases, Thereafter | 58,873 | |
Total operating lease payments | 93,175 | |
Less: Tenant improvement incentive | (20,292) | |
Less: Operating Leases, imputed interest | (38,683) | |
Present value of total operating lease liabilities | 34,200 | $ 5,400 |
Finance Leases, 2023 | 34,092 | |
Finance Leases, 2024 | 23,866 | |
Total finance lease payments | 57,958 | |
Less: Finance Leases, imputed interest | (4,497) | |
Present value of total finance lease liabilities | $ 53,461 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Lessee Disclosure [Abstract] | |
Operating cash flows from finance leases | $ 1,708 |
Operating cash flows from operating leases | 1,947 |
Financing cash flows from finance leases | 9,675 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 63,321 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 29,562 |
Leases - Summary of Weighted-Av
Leases - Summary of Weighted-Average Remaining Lease Terms and Discount Rates (Details) | Dec. 31, 2022 |
Leases [Abstract] | |
Weighted-average remaining lease term - finance leases | 2 years |
Weighted-average remaining lease term - operating leases | 11 years 3 months 18 days |
Weighted-average discount rate - finance leases | 10.10% |
Weighted-average discount rate - operating leases | 9.60% |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Research and development accrued expenses | $ 3,201 | $ 6,626 |
Accrued offering costs | 1,301 | |
Accrued bonus | 5,347 | 3,429 |
Other liabilities | 3,131 | 1,824 |
Total accrued liabilities | $ 11,679 | $ 13,180 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Finance lease liabilities, current | $ 33,060,000 | |
Accounts payable | $ 9,053,000 | $ 1,333,000 |
Contracts cancelable period | 30 days | |
Maximum development milestones receivable | $ 28,800,000 | |
Maximum commercial milestones receivable | $ 52,000,000 | |
Lonza | ||
Related Party Transaction [Line Items] | ||
Prior notification period to terminate arrangement | 12 months | |
Minimum non-cancellable costs | $ 58,200,000 | |
Finance lease liabilities, current | 32,900,000 | |
Accounts payable | 3,300,000 | |
Payments for non-cancellable costs | $ 16,100,000 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 28, 2022 | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) Directors shares | |
Class of Stock [Line Items] | |||
Common stock voting rights | one vote | ||
Proceeds from Issuance of redeemable convertible preferred stock shares | $ | $ 119,118 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Dividends declared or paid | $ | $ 0 | $ 0 | |
Redeemable Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Percentage of annual noncumulative dividends | 8% | ||
Series A Redeemable Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Number of directors entitled to be elected by each class of stock | Directors | 3 | ||
Temporary equity shares conversion price per share | $ 5.51 | ||
Temporary equity liquidation preference per share | 5.51 | ||
Series B Redeemable Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Number of directors entitled to be elected by each class of stock | Directors | 2 | ||
Series B1 Redeemable Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Temporary equity shares conversion price per share | 8.60 | ||
Temporary equity liquidation preference per share | 8.60 | ||
Series B2 Redeemable Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Temporary equity shares conversion price per share | 10.74 | ||
Temporary equity liquidation preference per share | 10.74 | ||
Series C Redeemable Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Issuance of redeemable convertible preferred stock shares | shares | 10,396,707 | ||
Transaction costs | $ | $ 814 | ||
Number of directors entitled to be elected by each class of stock | Directors | 1 | ||
Temporary equity shares conversion price per share | 11.55 | ||
Temporary equity liquidation preference per share | $ 11.55 | ||
IPO | |||
Class of Stock [Line Items] | |||
Preferred stock conversion basis | one-to-one | ||
IPO | Common Stock | |||
Class of Stock [Line Items] | |||
Transaction costs | $ | $ 15,029 | ||
IPO | Redeemable Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares issued upon conversion of preferred stock | shares | 24,785,564 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Jan. 26, 2023 USD ($) $ / shares shares | Jun. 21, 2022 USD ($) $ / shares shares | Mar. 04, 2022 USD ($) $ / shares shares | Feb. 08, 2022 USD ($) $ / shares shares | Jan. 28, 2022 | Mar. 21, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Jun. 30, 2021 shares | |
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of private placement | $ | $ 9,958 | ||||||||
Common stock, shares authorized | shares | 1,000,000,000 | 1,000,000,000 | 185,000,000 | 185,000,000 | |||||
Reverse stock split | 0.1817 | ||||||||
Common stock voting rights | one vote | ||||||||
Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction | shares | 590,318 | ||||||||
Proceeds from issuance of private placement | $ | $ 10,000 | ||||||||
Sale of stock, price per share | $ / shares | $ 16.94 | ||||||||
Private Placement | Subsequent Event | Gilead Common Stock Purchase Agreement | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction | shares | 3,478,261 | ||||||||
Proceeds from issuance of private placement | $ | $ 100,000 | $ 100,000 | |||||||
Sale of stock, price per share | $ / shares | $ 28.75 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Dividends declared or paid | $ | $ 0 | $ 0 | |||||||
Common Stock | Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued | shares | 590,318 | ||||||||
Common Stock | IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued | shares | 9,487,500 | 9,487,500 | |||||||
Additional stock issued during period shares exercised by underwriters with option to purchase | shares | 1,237,500 | ||||||||
Sale of stock, price per share | $ / shares | $ 15 | ||||||||
Net proceeds from initial public offering | $ | $ 127,300 | ||||||||
Cash paid for underwriting discounts and commissions and other offering expenses | $ | $ 15,000 | ||||||||
Common Stock | Follow-on offering | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued | shares | 8,050,000 | 8,050,000 | |||||||
Additional stock issued during period shares exercised by underwriters with option to purchase | shares | 1,050,000 | ||||||||
Sale of stock, price per share | $ / shares | $ 16 | ||||||||
Net proceeds from initial public offering | $ | $ 120,700 | ||||||||
Cash paid for underwriting discounts and commissions and other offering expenses | $ | $ 8,100 |
Common Stock - Schedule of Reco
Common Stock - Schedule of Reconciliation of Shares Issued and Outstanding (Details) - Common Stock - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Total shares of common stock legally issued and outstanding | 44,105,981 | 544,967 |
Less: unvested early exercised shares of common stock | (757) | |
Total shares issued and outstanding | 44,105,981 | 544,210 |
Common Stock - Schedule of Rese
Common Stock - Schedule of Reserved Shares of Common Stock For Issuance (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Reserved shares of common stock for issuance, Shares | 9,292,712 | 13,526,159 |
Shares Available for Issuance Under the 2017 Plan | ||
Class of Stock [Line Items] | ||
Reserved shares of common stock for issuance, Shares | 7,927,329 | |
Shares Available for Issuance Under the 2022 Plan | ||
Class of Stock [Line Items] | ||
Reserved shares of common stock for issuance, Shares | 311,054 | |
Options and Awards Issued and Outstanding | ||
Class of Stock [Line Items] | ||
Reserved shares of common stock for issuance, Shares | 8,981,658 | 5,598,830 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 01, 2023 shares | Jan. 31, 2023 | Jun. 30, 2021 shares | Dec. 31, 2022 USD ($) Condition $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 21,544 | $ 6,754 | |||
2022 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock units, granted | shares | 4,296,875 | ||||
2022 Equity Incentive Plan | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of additional shares authorized | shares | 2,205,299 | ||||
2017 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock units, outstanding | shares | 6,269,300 | ||||
Board of Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Anniversary period | 10 years | ||||
Board of Directors | 2022 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock units, granted | shares | 4,296,875 | ||||
Percentage increase in common stock reserve for future issuance | 5% | ||||
Research and Development Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 7,007 | 1,930 | |||
General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | 14,537 | 4,824 | |||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 14,859 | $ 6,754 | |||
weighted-average grant-date fair value | $ / shares | $ 9.95 | $ 5.77 | |||
Aggregate grant date fair value of stock options vested | $ 14,500 | $ 5,300 | |||
Remaining compensation expense, expected to be recognized over a weighted average period | 2 years 8 months 12 days | ||||
Aggregate intrinsic value, exercisable | $ 10,900 | $ 1,000 | |||
Stock Options | 2017 and 2022 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Unrecognized compensation cost related to unvested share-based compensation arrangements | $ 37,700 | ||||
Aggregate intrinsic value, exercisable | $ 77,205 | ||||
Stock Options | 2017 and 2022 Equity Incentive Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Stock Options | 2017 and 2022 Equity Incentive Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 4,056 | ||||
Total unamortized share-based compensation | $ 11,900 | ||||
Compensation expense, expected to be recognized over average remaining vesting period | 2 years 3 months 18 days | ||||
Weighted average grant date fair value per share | $ / shares | $ 0 | ||||
Restricted Stock Units | 2022 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock units, granted | shares | 970,244 | ||||
Restricted stock units, outstanding | shares | 927,954 | ||||
Restricted Stock Units | 2022 Equity Incentive Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Restricted Stock Units | 2022 Equity Incentive Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Restricted Stock Units | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 2,548 | ||||
Restricted stock units, granted | shares | 952,804 | ||||
Vesting description | Each RSU granted in the RSU Award entitled the CEO to one share of common stock upon vesting subject to the service, performance, and market conditions. | ||||
Total unamortized share-based compensation | $ 7,700 | ||||
Number of performance condition scenarios | Condition | 3 | ||||
Restricted Stock Units | Chief Executive Officer | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting description | The award will vest as to one-sixth (1/6) of the RSUs if the Company's public float reaches a minimum of $2.5 billion and fully vest upon the achievement of $5.0 billion in market value, with vesting based on straight line linear interpolation between $2.5 billion and $5.0 billion, subject to the executive’s continued employment through the applicable date of such achievement. | ||||
Restricted Stock Units | IPO | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of the RSU award | $ 10,300 | ||||
Restricted Stock Units | IPO | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting description | Upon an IPO, (i) one-sixth of the RSU Award will vest if a minimum Enterprise Value of $2.5 billion is achieved, (ii) all the RSU Award will vest if a $5.0 billion Enterprise Value is achieved, and (iii) a portion of the RSU Award will vest based on a straight-line interpolation if an Enterprise Value of between $2.5 billion and $5.0 billion is achieved. | ||||
Anticipated service period | 10 years | ||||
Fair value of the RSU award | $ 10,300 | ||||
Restricted Stock Units | Change in Control | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of the RSU award | $ 1,580 | ||||
Restricted Stock Units | Change in Control | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting description | Upon a Change in Control, (i) one-sixth of the RSU Award will vest if a minimum Change in Control Market Capitalization of $2.5 billion is achieved, (ii) all of the RSU Award will vest if a $5.0 billion Change in Control Market Capitalization is achieved, and (iii) a portion of the RSU Award will vest based on a straight-line interpolation if a Change in Control Market Capitalization of between $2.5 billion and $5.0 billion is achieved based on a straight-line interpolation. | ||||
Restricted Stock Units | Change in Control Following IPO | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of the RSU award | $ 150 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 21,544 | $ 6,754 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 14,859 | $ 6,754 |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 4,056 | |
Restricted Stock Units | Chief Executive Officer | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 2,548 | |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 81 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Share-based Compensation Expense reflected in the consolidated statement of operations and comprehensive loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | $ 21,544 | $ 6,754 |
Research and Development Expense | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | 7,007 | 1,930 |
General and Administrative Expense | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | $ 14,537 | $ 4,824 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate intrinsic value, exercisable | $ 10,900 | $ 1,000 |
2017 and 2022 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 5,598,830 | |
Number of Shares, Granted | 3,468,136 | |
Number of Shares, Forfeited | (364,872) | |
Number of Shares, Exercised | (648,390) | |
Number of Shares, Outstanding, Ending balance | 8,053,704 | 5,598,830 |
Number of Shares, Exercisable | 3,179,381 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 5.36 | |
Weighted Average Exercise Price, Granted | 15.20 | |
Weighted Average Exercise Price, Forfeited | 8.33 | |
Weighted Average Exercise Price, Exercised | 3.81 | |
Weighted Average Exercise Price, Outstanding, Ending balance | 9.59 | $ 5.36 |
Weighted Average Exercise Price, Exercisable | $ 6.70 | |
Weighted Average Remaining Contractual Life (Years), Outstanding | 8 years 3 months 18 days | 8 years 10 months 24 days |
Weighted Average Remaining Contractual Life (Years), Exercisable | 7 years 3 months 18 days | |
Aggregate Intrinsic Value, Outstanding | $ 172,294 | $ 7,349 |
Aggregate intrinsic value, exercisable | $ 77,205 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Restricted Stock Units Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
2022 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Granted | 4,296,875 | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted Average Grant Date Fair Value, Vested | $ 0 | |
Restricted Stock Units | 2022 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Granted | 970,244 | |
Number of Shares, Forfeited | (42,290) | |
Number of Shares, Outstanding, Ending balance | 927,954 | |
Weighted Average Grant Date Fair Value, Granted | $ 17.24 | |
Weighted Average Grant Date Fair Value, Forfeited | 18.17 | |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | $ 17.20 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Assumptions used in Determining Fair Value for Stock Options and RSU Awards (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, Minimum | 68% | 90% |
Expected volatility, Maximum | 75% | 110% |
Risk free interest rate, Minimum | 1.56% | 0.83% |
Risk free interest rate, Maximum | 3.88% | 1.52% |
Stock Options | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Time to liquidity event (years) | 6 years | 6 years 3 months 18 days |
Stock Options | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Time to liquidity event (years) | 6 years 3 months 18 days | 7 years |
RSU Awards | Change in Control | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Date of grant | Jun. 09, 2021 | |
Expected volatility, Minimum | 100% | |
Expected volatility, Maximum | 110% | |
Risk free interest rate, Minimum | 0.11% | |
Risk free interest rate, Maximum | 0.31% | |
Fair value of the RSU award | $ 1,580 | |
RSU Awards | Change in Control | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Time to liquidity event (years) | 1 year 6 months 21 days | |
Discount for lack of marketability | 26% | |
RSU Awards | Change in Control | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Time to liquidity event (years) | 3 years 21 days | |
Discount for lack of marketability | 32% | |
RSU Awards | IPO | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Date of grant | Dec. 07, 2021 | |
Time to liquidity event (years) | 10 years | |
Expected volatility | 70% | |
Risk free interest rate | 1.47% | |
Discount for lack of marketability | 5% | |
Fair value of the RSU award | $ 10,300 | |
RSU Awards | Change in Control Following IPO | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Date of grant | Dec. 07, 2021 | |
Time to liquidity event (years) | 1 year 3 months 29 days | |
Expected volatility | 65% | |
Risk free interest rate | 0.44% | |
Discount for lack of marketability | 5% | |
Fair value of the RSU award | $ 150 |
Employee Stock Ownership Plan_3
Employee Stock Ownership Plan (ESPP) - Additional Information (Details) - USD ($) | 1 Months Ended | ||||
Jan. 01, 2023 | Feb. 28, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Reserved shares of common stock for issuance | 9,292,712 | 13,526,159 | |||
Subsequent Event | Minimum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Reserved shares of common stock for issuance | 312,500 | ||||
2022 Employee Stock Purchase Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Purchase price of common stock expressed as a percentage of its fair market value | 85% | ||||
Employees Company's common stock shares purchase limit amount | $ 25,000 | ||||
Reserved shares of common stock for issuance | 312,500 | ||||
2022 Employee Stock Purchase Plan | Subsequent Event | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Reserved shares of common stock for issuance | 312,500 | ||||
Percentage of shares issued from outstanding number of shares | 1% |
Employee Stock Ownership Plan_4
Employee Stock Ownership Plan (ESPP) - Schedule of Assumptions used in Black-Scholes Option Pricing Model for ESPP Plan (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected dividend yield | 0% |
ESPP | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term | 6 months |
Expected volatility | 132% |
Risk free interest rate | 4.40% |
Expected dividend yield | 0% |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Summary of Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 9,940,113 | 31,337,198 |
Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 24,785,564 | |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 8,053,704 | 5,598,073 |
Unvested Shares of Restricted Common Stock from Early Exercises | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 757 | |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 927,954 | |
Restricted stock units - executive officer | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 952,804 | 952,804 |
Employee Stock Ownership Plan (ESPP) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 5,651 |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current income tax provision (benefit): | ||
U.S. federal | $ 0 | $ 0 |
State | 0 | 0 |
Total | 0 | 0 |
Deferred income tax provision (benefit): | ||
U.S. federal | (38,238) | (14,840) |
State | (12,490) | (4,250) |
Total | (50,728) | (19,090) |
Change in valuation allowance | 50,728 | 19,090 |
Total provision (benefit) for income taxes | $ 0 | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory U.S. Federal Rate and Effective Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
U.S. federal tax | 21% | 21% |
State tax, net of federal benefit | 6.60% | 6.50% |
Change in valuation allowance | (26.90%) | (29.40%) |
Research and development tax credits | 2% | |
Change in tax rates and other | (0.70%) | (0.10%) |
Income tax expense | 0% | 0% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets: | ||
U.S. federal net operating loss carryforward | $ 33,398 | $ 24,692 |
State net operating loss carryforward | 10,465 | 7,592 |
Research and development expenditures | 35,339 | |
Research and development credits | 1,935 | 3,218 |
Operating lease liabilities | 9,876 | 570 |
Non-qualified stock options | 6,802 | 1,665 |
Accrued bonus | 941 | |
Other | 92 | 179 |
Gross deferred income tax assets | 97,907 | 38,857 |
Less: Valuation allowance | (89,871) | (38,725) |
Total deferred income tax assets | 8,036 | 132 |
Deferred income tax liabilities: | ||
Depreciation | (139) | (132) |
Right-of-use asset - operating | (7,897) | |
Net deferred income tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Line Items] | ||
Capitalized research and development domestic expenses amortization period | 5 years | |
Capitalized research and development foreign expenses amortization period | 15 years | |
Change in valuation allowance | $ 50,728,000 | $ 19,090,000 |
Percentage of corporations stock owned by stockholders to determine ownership change | 5% | |
Maximum threshold percentage increases over a three year period of corporations stock owned by stockholders for ownership change | 50% | |
Uncertain tax positions | $ 0 | |
Description of income tax examination | The Company’s Federal and State tax returns for all years, 2015 through 2021, remain subject to examination by taxing authorities due to the tax attribute carryforwards. | |
Domestic Tax Authority | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | $ 159,000,000 | |
Operating loss carryforwards expiration year | 2035 | |
Domestic Tax Authority | Tax Period 2035 | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | $ 6,300,000 | |
Domestic Tax Authority | Indefinitely Carryforward | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | 152,700,000 | |
State and Local Jurisdiction | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards | $ 160,600,000 | |
Operating loss carryforwards expiration year | 2035 | |
IRC Section 174 | ||
Income Tax Disclosure [Line Items] | ||
Change in valuation allowance | $ 51,100,000 | $ 19,100,000 |
Research Tax Credit Carryforward | Domestic Tax Authority | ||
Income Tax Disclosure [Line Items] | ||
Tax credit carryforward amount | $ 1,900,000 | |
Operating loss carryforwards expiration year | 2038 | |
Minimum | ||
Income Tax Disclosure [Line Items] | ||
Income tax examination year under examination | 2015 | |
Maximum | ||
Income Tax Disclosure [Line Items] | ||
Income tax examination year under examination | 2021 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Employer contributions to plan | $ 0.6 | $ 0.4 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Feb. 28, 2023 | Jan. 31, 2023 | Dec. 09, 2022 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||||
Research and Development Expense | $ 149,555 | $ 46,883 | ||||
Proceeds from issuance of common stock. | 129,156 | |||||
Private Placement | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate purchase price | $ 9,958 | |||||
Gilead Common Stock Purchase Agreement | Private Placement | ||||||
Subsequent Event [Line Items] | ||||||
Shares issue and sell | 3,478,261 | |||||
Aggregate purchase price | $ 100,000 | |||||
Restricted Stock Units | Chief Executive Officer | ||||||
Subsequent Event [Line Items] | ||||||
Vesting description | Each RSU granted in the RSU Award entitled the CEO to one share of common stock upon vesting subject to the service, performance, and market conditions. | |||||
Subsequent Event | Kite Collaboration Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Cash payment received amonut | $ 225,000 | |||||
Subsequent Event | Gilead Common Stock Purchase Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from issuance of common stock. | $ 100,000 | |||||
Subsequent Event | Restricted Stock Units | Chief Executive Officer | ||||||
Subsequent Event [Line Items] | ||||||
Granted to an executive officer | 495,000 | |||||
Fully vest upon the achievement in market value | $ 5,000,000 | |||||
Award will vest public float reaches a minimum | 2,500,000 | |||||
Vesting description | The award will vest as to one-sixth (1/6) of the RSUs if the Company's public float reaches a minimum of $2.5 billion and fully vest upon the achievement of $5.0 billion in market value, with vesting based on straight line linear interpolation between $2.5 billion and $5.0 billion, subject to the executive’s continued employment through the applicable date of such achievement. | |||||
Subsequent Event | BCMA Binder | Maximum | Kite Collaboration Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Milestone payments include contingent financial consideration | 335,000 | |||||
Subsequent Event | NextGen | Maximum | Kite Collaboration Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Milestone payments include contingent financial consideration | 635,000 | |||||
Subsequent Event | Non-Auto | Maximum | Kite Collaboration Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Milestone payments include contingent financial consideration | $ 507,500 |