Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | ARCELLX, INC. | |
Entity Central Index Key | 0001786205 | |
Entity File Number | 001-41259 | |
Entity Tax Identification Number | 47-2855917 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | ACLX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 25 West Watkins Mill Road | |
Entity Address, Address Line Two | Suite A | |
Entity Address, City or Town | Gaithersburg | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20878 | |
City Area Code | 240 | |
Local Phone Number | 327-0603 | |
Entity Common Stock, Shares Outstanding | 48,686,187 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 126,119 | $ 64,179 |
Marketable securities | 313,597 | 190,656 |
Prepaid expenses and other current assets | 20,260 | 12,028 |
Total current assets | 491,456 | 266,863 |
Restricted cash | 4,929 | 2,501 |
Property and equipment, net | 37,782 | 11,231 |
Operating lease right-of-use assets | 29,142 | 28,659 |
Marketable securities non current | 42,960 | |
Prepaid research and development expenses and other long-term assets | 7,949 | 4,563 |
Total assets | 614,218 | 313,817 |
Current liabilities: | ||
Accounts payable | 7,185 | 9,053 |
Accrued liabilities | 16,916 | 11,679 |
Contract liability | 94,180 | |
Operating lease liabilities, current portion | 6,582 | 2,901 |
Finance lease liabilities, current portion | 48,286 | 33,060 |
Total current liabilities | 173,149 | 56,693 |
Operating lease liabilities, net of current portion | 48,096 | 31,299 |
Finance lease liabilities, net of current portion | 5,755 | 20,871 |
Contract liability, net of current portion | 121,090 | |
Total liabilities | 348,090 | 108,863 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity | ||
Preferred stock, par value of $0.001 per share; 200,000,000 shares authorized and no shares issued and outstanding as of September 30, 2023 or December 31, 2022 | ||
Common stock, par value of $0.001 per share; 1,000,000,000 shares authorized and 48,673,675 shares issued and outstanding as of September 30, 2023; 1,000,000,000 shares authorized and 44,105,981 shares issued and outstanding as of December 31, 2022 | 48 | 44 |
Additional paid-in capital | 675,469 | 523,921 |
Accumulated other comprehensive loss | (65) | (221) |
Accumulated Deficit | (409,324) | (318,790) |
Total stockholders' equity | 266,128 | 204,954 |
Total liabilities and stockholders' equity | 614,218 | $ 313,817 |
Related Party [Member] | ||
Assets, Current [Abstract] | ||
Receivable from collaboration partner | $ 31,480 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
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 | 1,000,000,000 |
Common stock, shares, issued | 48,673,675 | 44,105,981 |
Common stock, shares, outstanding | 48,673,675 | 44,105,981 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues [Abstract] | ||||
Collaboration revenue | $ 14,957 | $ 47,171 | ||
Operating expenses: | ||||
Research and development | 43,807 | $ 83,473 | 105,065 | $ 123,612 |
General and administrative | 16,012 | 10,402 | 46,985 | 27,643 |
Total operating expenses | 59,819 | 93,875 | 152,050 | 151,255 |
Loss from operations | (44,862) | (93,875) | (104,879) | (151,255) |
Other income (expense): | ||||
Interest income, net | 6,479 | 1,597 | 17,251 | 2,172 |
Interest expense | (959) | (596) | (2,865) | (604) |
Total other income, net | 5,520 | 1,001 | 14,386 | 1,568 |
Loss before income taxes | (39,342) | (92,874) | (90,493) | (149,687) |
Income tax (expense) benefit | 6 | 0 | (41) | 0 |
Net loss | (39,336) | (92,874) | (90,534) | (149,687) |
Other comprehensive loss: | ||||
Unrealized gain (loss) on marketable securities | (58) | (137) | 156 | (379) |
Comprehensive loss | $ (39,394) | $ (93,011) | $ (90,378) | $ (150,066) |
Net loss per share attributable to common stockholders - basic | $ (0.81) | $ (2.12) | $ (1.89) | $ (4.43) |
Net loss per share attributable to common stockholders - diluted | $ (0.81) | $ (2.12) | $ (1.89) | $ (4.43) |
Weighted-average common shares outstanding - basic | 48,438,094 | 43,819,365 | 47,777,446 | 33,814,418 |
Weighted-average common shares outstanding - diluted | 48,438,094 | 43,819,365 | 47,777,446 | 33,814,418 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (unaudited) - 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 Gain (Loss) |
Beginning Balance at Dec. 31, 2021 | $ (121,515) | $ 1 | $ 8,615 | $ (130,111) | $ (20) | ||||||||||||
Beginning Balance, Shares at Dec. 31, 2021 | 544,210 | ||||||||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2021 | $ 28,894 | $ 85,367 | $ 119,118 | ||||||||||||||
Temporary Equity, Beginning 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 | $ 9 | $ 1 | $ 127,274 | $ 9,957 | |||||||||||
Issuance of common stock , net of transaction costs, shares | 9,487,500 | 590,318 | |||||||||||||||
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) | ||||||||||||||
Issuance of common stock from vesting of restricted stock, value | 107 | 107 | |||||||||||||||
Issuance of common stock from vesting of restricted stock, shares | 24,889 | ||||||||||||||||
Exercise of stock options, value | 307 | 307 | |||||||||||||||
Exercise of stock options, shares | 286,283 | ||||||||||||||||
Share-based compensation | 4,481 | 4,481 | |||||||||||||||
Unrealized gain (loss) on marketable securities | (24) | (24) | |||||||||||||||
Net loss | (26,041) | (26,041) | |||||||||||||||
Ending Balance at Mar. 31, 2022 | 227,935 | $ 36 | 384,095 | (156,152) | (44) | ||||||||||||
Ending Balance, shares at Mar. 31, 2022 | 35,718,764 | ||||||||||||||||
Beginning Balance at Dec. 31, 2021 | (121,515) | $ 1 | 8,615 | (130,111) | (20) | ||||||||||||
Beginning Balance, Shares at Dec. 31, 2021 | 544,210 | ||||||||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2021 | $ 28,894 | $ 85,367 | $ 119,118 | ||||||||||||||
Temporary Equity, Beginning balance, shares at Dec. 31, 2021 | 5,413,272 | 8,975,585 | 10,396,707 | ||||||||||||||
Net loss | (149,687) | ||||||||||||||||
Ending Balance at Sep. 30, 2022 | 236,284 | $ 44 | 516,437 | (279,798) | (399) | ||||||||||||
Ending Balance, shares at Sep. 30, 2022 | 43,846,393 | ||||||||||||||||
Beginning Balance at Mar. 31, 2022 | 227,935 | $ 36 | 384,095 | (156,152) | (44) | ||||||||||||
Beginning Balance, Shares at Mar. 31, 2022 | 35,718,764 | ||||||||||||||||
Issuance of common stock, net of transaction costs, value | $ 120,719 | $ 8 | $ 120,711 | ||||||||||||||
Issuance of common stock , net of transaction costs, shares | 8,050,000 | ||||||||||||||||
Issuance of common stock from vesting of restricted stock, value | 11 | 11 | |||||||||||||||
Issuance of common stock from vesting of restricted stock, shares | 13,294 | ||||||||||||||||
Share-based compensation | 5,944 | 5,944 | |||||||||||||||
Unrealized gain (loss) on marketable securities | (218) | (218) | |||||||||||||||
Net loss | (30,772) | (30,772) | |||||||||||||||
Ending Balance at Jun. 30, 2022 | 323,619 | $ 44 | 510,761 | (186,924) | (262) | ||||||||||||
Ending Balance, shares at Jun. 30, 2022 | 43,782,058 | ||||||||||||||||
Issuance of common stock from vesting of restricted stock, value | 4 | 4 | |||||||||||||||
Issuance of common stock from vesting of restricted stock, shares | 4,526 | ||||||||||||||||
Exercise of stock options, value | 343 | 343 | |||||||||||||||
Exercise of stock options, shares | 59,809 | ||||||||||||||||
Share-based compensation | 5,329 | 5,329 | |||||||||||||||
Unrealized gain (loss) on marketable securities | (137) | (137) | |||||||||||||||
Net loss | (92,874) | (92,874) | |||||||||||||||
Ending Balance at Sep. 30, 2022 | 236,284 | $ 44 | 516,437 | (279,798) | (399) | ||||||||||||
Ending Balance, shares at Sep. 30, 2022 | 43,846,393 | ||||||||||||||||
Beginning Balance at Dec. 31, 2022 | 204,954 | $ 44 | 523,921 | (318,790) | (221) | ||||||||||||
Beginning Balance, Shares at Dec. 31, 2022 | 44,105,981 | ||||||||||||||||
Issuance of common stock in accordance with Gilead Stock Purchase Agreement, shares | 115,270 | $ 4 | 115,266 | ||||||||||||||
Issuance of common stock in accordance with Gilead Stock Purchase Agreement, value | 3,478,261 | ||||||||||||||||
Issuance of common stock from vesting of restricted stock, shares | 222,433 | ||||||||||||||||
Exercise of stock options, value | 374 | 374 | |||||||||||||||
Exercise of stock options, shares | 34,713 | ||||||||||||||||
Share-based compensation | 10,156 | 10,156 | |||||||||||||||
Unrealized gain (loss) on marketable securities | 307 | 307 | |||||||||||||||
Net loss | (27,344) | (27,344) | |||||||||||||||
Ending Balance at Mar. 31, 2023 | 303,717 | $ 48 | 649,717 | (346,134) | 86 | ||||||||||||
Ending Balance, shares at Mar. 31, 2023 | 47,841,388 | ||||||||||||||||
Beginning Balance at Dec. 31, 2022 | 204,954 | $ 44 | 523,921 | (318,790) | (221) | ||||||||||||
Beginning Balance, Shares at Dec. 31, 2022 | 44,105,981 | ||||||||||||||||
Net loss | (90,534) | ||||||||||||||||
Ending Balance at Sep. 30, 2023 | 266,128 | $ 48 | 675,469 | (409,324) | (65) | ||||||||||||
Ending Balance, shares at Sep. 30, 2023 | 48,673,675 | ||||||||||||||||
Beginning Balance at Mar. 31, 2023 | 303,717 | $ 48 | 649,717 | (346,134) | 86 | ||||||||||||
Beginning Balance, Shares at Mar. 31, 2023 | 47,841,388 | ||||||||||||||||
Issuance of common stock from vesting of restricted stock, shares | 46,593 | ||||||||||||||||
Issuance of common stock pursuant to employee stock purchase plan, value | 528 | 528 | |||||||||||||||
Issuance of common stock pursuant to employee stock purchase plan, Shares | 28,549 | ||||||||||||||||
Exercise of stock options, value | 2,965 | 2,965 | |||||||||||||||
Exercise of stock options, shares | 398,861 | ||||||||||||||||
Share-based compensation | 10,404 | 10,404 | |||||||||||||||
Unrealized gain (loss) on marketable securities | (93) | (93) | |||||||||||||||
Net loss | (23,854) | (23,854) | |||||||||||||||
Ending Balance at Jun. 30, 2023 | 293,667 | $ 48 | 663,614 | (369,988) | (7) | ||||||||||||
Ending Balance, shares at Jun. 30, 2023 | 48,315,391 | ||||||||||||||||
Issuance of common stock from vesting of restricted stock, shares | 15,021 | ||||||||||||||||
Exercise of stock options, value | 1,241 | 1,241 | |||||||||||||||
Exercise of stock options, shares | 343,263 | ||||||||||||||||
Share-based compensation | 10,614 | 10,614 | |||||||||||||||
Unrealized gain (loss) on marketable securities | (58) | (58) | |||||||||||||||
Net loss | (39,336) | (39,336) | |||||||||||||||
Ending Balance at Sep. 30, 2023 | $ 266,128 | $ 48 | $ 675,469 | $ (409,324) | $ (65) | ||||||||||||
Ending Balance, shares at Sep. 30, 2023 | 48,673,675 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (Parenthetical) - Common Stock - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
IPO [Member] | ||
Transaction costs | $ 15,029 | |
Private Placement [Member] | ||
Transaction costs | $ 42 | |
Follow-on offering [Member] | ||
Transaction costs | $ 8,081 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (90,534) | $ (149,687) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,318 | 905 |
Noncash operating lease expense | 813 | 1,188 |
Right-of-use asset expensed | 18,247 | 63,148 |
Amortization of premiums and discounts on marketable securities | (7,104) | (768) |
Share-based compensation | 31,174 | 15,754 |
Changes in operating assets and liabilities: | ||
Receivable from collaboration partner | (31,480) | |
Prepaid expenses and other current and non-current assets | (14,991) | (4,150) |
Accounts payable and other current liabilities | (1,648) | 1,494 |
Accrued liabilities | (1,420) | (677) |
Operating lease liabilities | 13,883 | 1,010 |
Contract liability | 231,067 | |
Net cash provided by (used in) operating activities | 149,325 | (71,783) |
Cash flows from investing activities | ||
Purchases of property and equipment | (16,135) | (1,001) |
Purchases of marketable securities | (400,044) | (247,980) |
Proceeds from maturities of marketable securities | 240,650 | 97,685 |
Net cash used in investing activities | (175,529) | (151,296) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock in accordance with Gilead Stock Purchase Agreement | 100,000 | |
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 exercise of stock options | 4,582 | 773 |
Payments under finance leases | (14,010) | (9,295) |
Net cash provided by financing activities | 90,572 | 251,311 |
Net increase in cash and cash equivalents and restricted cash | 64,368 | 28,232 |
Cash and cash equivalents and restricted cash, beginning of the year | 66,680 | 31,032 |
Cash and cash equivalents and restricted cash, end of the period | 131,048 | 59,264 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 212 | |
Supplemental disclosures of noncash investing and financing activities: | ||
Purchase of property and equipment included in accounts payable and accrued liabilities | $ 7,206 | $ 430 |
Nature of the Business
Nature of the Business | 9 Months Ended |
Sep. 30, 2023 | |
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. Liquidity The Company has incurred significant operating losses since inception and has an accumulated deficit of $ 409.3 million as of September 30, 2023. The Company has relied on its ability to fund its operations through private and public equity financings and its recent collaboration and license agreement with Kite Pharma, Inc (Kite), a Gilead Sciences, Inc. (Gilead) company. In January 2023, 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 and a $ 225.0 million non-refundable, upfront payment related to the closing of its Collaboration and License Agreement (Kite Collaboration Agreement) with Kite. See Note 6 Collaboration Agreement. As of September 30, 2023, the Company had $ 482.7 million of cash, cash equivalents and marketable securities, which management believes 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 | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and the related rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results of operations and cash flows for the periods presented have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or for any future period. The balance sheet as of December 31, 2022 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2023. The accompanying condensed consolidated financial statements include the accounts of Arcellx, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company and Smaller Reporting Company Status The Company is an emerging growth company (EGC), as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, companies have extended transition periods available for complying with new or revised accounting standards. The Company has elected this exemption to delay adopting new or revised accounting standards until such time as those standards apply. On the last business day of the second quarter in 2023, the aggregate market value of the Company’s shares of common stock held by non-affiliate stockholders exceeded $ 700 million. As a result, as of December 31, 2023, the Company will be considered a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, and will cease to be an EGC. Due to loss of EGC status, the Company will no longer be exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, and our independent registered public accounting firm will evaluate and report on the effectiveness of internal control over financial reporting. Commencing with the Company’s Annual Report on Form 10-K for the year ending December 31, 2023, the Company will adopt any accounting pronouncements deferred under the extended transition period election on or before December 31, 2023. Effective December 31, 2023, due to large accelerated filer status, the Company will also no longer be permitted to take advantage of reduced reporting requirements for smaller reporting companies, subject to a transition period that allows for the Company to use smaller reporting company scaled disclosure for the Company’s Annual Report on Form 10-K for the year ending December 31, 2023. 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 condensed consolidated financial statements include, but are not limited to, estimates related to the fair value of assets, collaboration revenue, research and development accruals, recoverability of long-lived assets, share-based compensation, and income taxes. 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 in amounts exceeding FDIC insurance limits. 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, together with restricted cash at September 30, 2023 and 2022 representing cash balances are presented as non-current restricted cash on the Company's consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance sheets to the total shown in the condensed consolidated statements of cash flows (in thousands): September 30, 2023 2022 Cash and cash equivalents $ 126,119 $ 56,763 Restricted cash 4,929 2,501 Total $ 131,048 $ 59,264 Marketable Securities Securities are classified at the time of purchase, based on management’s intention, as debt securities held-to-maturity, debt securities available-for-sale, trading account securities or equity securities. Debt securities held-to-maturity are those that management has the positive intent and ability to hold until maturity. Debt securities held-to-maturity are carried at amortized cost, adjusted for amortization of premiums and accretion of discounts using the level-yield method over the contractual term of the securities, adjusted for actual prepayments. Debt securities available-for-sale represent all securities not classified as either held-to-maturity, trading, or equity. Debt securities available-for-sale are carried at estimated fair value with unrealized holding gains and losses (net of related tax effects) on such securities excluded from earnings, but included as a separate component of stockholders’ equity, titled “Accumulated other comprehensive income (loss).” The cost of securities sold is determined using the specific-identification method. Security transactions are recorded on a trade-date basis. For securities available for sale, ASU 2016-13 eliminates the concept of other-than-temporary impairment and instead requires entities to determine if impairment is related to credit loss or non-credit loss. In making the assessment of whether a loss is from credit or other factors, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and adverse conditions related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows is less than the amortized cost basis, a credit loss exists and an allowance is created, limited by the amount that the fair value is less than the amortized cost basis. Subsequent activity related to the credit loss component in the form of write-offs or recoveries is recognized as part of the allowance for credit losses on securities available for sale. Management measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type. Our held-to-maturity securities in the Company’s portfolio are either issued by U.S. government agencies or are highly rated short term corporate bonds; U.S government agency bonds are either explicitly or implicitly guaranteed by the U.S government. The Company’s investment in short-term bonds is in a net gain position and the expectation is that any unrecognized losses will be recovered by maturity; therefore, the expectation of nonpayment is zero. Prior to the adoption of ASU 2016-13 on January 1, 2023, the Company’s evaluation of other-than-temporary impairment considered management's assessment of the reason for the decline in value, the duration and severity of the impairment, management's intent and ability to hold the securities (as well as the likelihood of a near-term recovery), and management's intent to sell the securities and whether it was more likely than not that the Company would be required to sell the securities before the recovery of their amortized cost basis. If a determination was made that a debt security was other-than-temporarily impaired, the Company would estimate the amount of the unrealized loss that was attributable to credit and all other non-credit related factors. If the Company intended to hold securities in an unrealized loss position until the loss was recovered, which may be at maturity, the credit related component was recognized as an other-than-temporary impairment charge in non-interest income. The non-credit related component was recorded as an adjustment to accumulated other comprehensive income (loss), net of tax. The Company has made the accounting policy election to exclude accrued interest receivable on securities from the estimate of credit losses. Accrued interest receivable totaled $ 1.7 million and $ 0.5 million at September 30, 2023 and December 31, 2022, respectively and is included in prepaid expenses and other current assets in the condensed consolidated balance sheets. 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, marketable securities and receivables from collaboration partner. 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 and government 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. The Company’s receivable from collaboration partner consists of short-term receivables from a well-capitalized public company; accordingly the Company believes the exposure to credit risk on its receivable from collaboration partner is low. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments - Credit Losses” (“ASC 326”): Measurement of Credit Losses on Financial Instruments” which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. In November 2019, the FASB issued ASU 2019-10 “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)” (“ASC 2019-10”), which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for public entities which meet the definition of a smaller reporting company. The Company adopted ASU 2016-13 effective January 1, 2023 and there was no effect on the Company’s condensed consolidated financial statements. Collaborative Arrangements and Contracts with Customers The Company assesses whether its collaboration agreements are subject to Accounting Standards Codification (ASC) Topic 808, Collaborative Arrangements (ASC 808) based on whether they involve joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards that depend on the commercial success of the joint operating activities. To the extent that the arrangement falls within the scope of ASC 808, the Company applies the unit of account guidance under ASC Topic 606, Revenue from Contracts with Customers (ASC 606), to identify distinct performance obligations, and then determine whether a customer relationship exists for each distinct performance obligation. If the Company determines whether a promised good or service within the arrangement is with a customer, it applies the guidance in ASC 606. If a portion of a distinct bundle of goods or services within an arrangement is not with a customer, then the unit of account is not within the scope of ASC 606, and the recognition and measurement of that unit of account shall be based on analogy to authoritative accounting literature or, if there is no appropriate analogy, a reasonable, rational, and consistently applied accounting policy election. The Company recognizes revenue when its customer obtains control of promised goods or services in a contract for an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. For contracts with customers, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. As part of the accounting for contracts with customers, the Company must develop assumptions that require judgment to determine the standalone selling price of each performance obligation identified in the contract. The Company then allocates the total transaction price to each performance obligation based on their estimated standalone selling prices. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimate of variable consideration included in the transaction price and any related constraint, and if necessary, adjusts the estimate of the overall transaction price. Variable consideration, such as milestone payments and consideration paid or payable to a collaboration partner, must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. The accounting for these arrangements requires the Company to develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation, which determines how the transaction price is allocated among the performance obligations. These estimates may include items such as forecasted revenues or costs, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if it is satisfied at a point in time or over time. For performance obligations satisfied over time, the Company determines the appropriate measure of progress. The effect of any change made to the measure of progress and, therefore a change to revenue, would be recorded as a change in estimate. The Company’s collaborative arrangements can have one or more of the following forms of consideration: (i) license fees; (ii) milestone payments related to the achievement of developmental, regulatory, or commercial goals; (iii) royalties on net sales of licensed products; (iv) fees attributable to options to intellectual property; (v) cost-sharing or research and development (R&D) funding arrangements and (vi) profit and loss sharing. When a portion of non‑refundable upfront fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as contract liabilities and recognized as revenue when (or as) the underlying performance obligation is satisfied. The Company classifies contract liabilities as current when it expects to satisfy its performance obligations within one year, and noncurrent when the Company expects to satisfy those performance obligations in greater than one year. Fees attributable to options are deferred until the option expires or is exercised. Changes to collaboration agreements are assessed for whether they represent a modification or should be accounted for as a new contract. Upfront Payments and License Fees If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Variable Consideration Variable consideration is assessed at each reporting period as to whether it is not subject to future reversal of cumulative revenue and, therefore, should be included in the transaction price. Assessing the recognition of variable consideration requires judgment. Consideration paid or payable to a collaboration partner is estimated and included in the total transaction price. Variable consideration is included in the transaction price when the Company concludes that it is probable that a significant revenue reversal will not occur in future periods. Actual amounts of consideration ultimately received may differ from the Company’s estimates. Cost-sharing Under certain collaborative arrangements, the Company can be reimbursed for a portion of its research and development expenses or reimburse its collaboration partner for its research and development expenses. The Company estimates reimbursements to be received by a collaboration partner and reimbursements to be paid or payable to a collaboration partner as part of variable consideration. When these research and development services are paid to a collaboration partner, the Company reduces its contract liability. Customer Options Customer options, such as options granted to allow a licensee to extend a license or research term, to select additional research targets or to choose to research, develop and commercialize licensed compounds are evaluated at contract inception to determine whether those options provide a material right (i.e., an optional good or service offered for free or at a discount) to the customer. If the customer options represent a material right, the material right is treated as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the standalone selling price. As a practical alternative to estimating the standalone selling price of a material right when the underlying goods or services are both (i) similar to the original goods or services in the contract and (ii) provided in accordance with the terms of the original contract, the Company allocates the total amount of consideration expected to be received from the customer to the total goods or services expected to be provided to the customer. Amounts allocated to any material right are recognized as revenue when or as the related future goods or services are transferred or when the option expires. Milestone Payments At the inception of the arrangement, the Company evaluates whether the development or sales-based milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated value is included in the transaction price. Milestone payments that are not within the control of the Company or the Company’s collaboration partner, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development or sales-based milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues in the period of adjustment. The Company may earn milestones through achievement of pre-specified developmental or regulatory events and, as such, milestones are accounted for as variable consideration. Under the agreement currently in place, the Company does not consider these events to be within its control, but rather dependent upon the development activities of our collaborative partner and the decisions made by regulatory agencies. Accordingly, these milestones are not included in the transaction price until the counterparty, or third-party in the event of a regulatory submission, confirms the satisfaction or completion of the milestone triggering event. Given the high level of uncertainty of achievement, variable consideration associated with milestones are fully constrained. The value of these milestones is dictated within the contract and is fixed upon achievement and reflects the amount of consideration which the Company expects to be entitled in exchange for the satisfaction of that milestone. The process of successfully discovering a new development candidate, having it approved and successfully commercialized is highly uncertain. As such, the milestone payments we may earn from the Company’s partners involve a significant degree of risk to achieve and therefore, subsequent milestone payments due to the Company are recognized as revenue at the point in time when such milestones are achieved. For milestone revenues related to sales-based achievements, the Company recognizes the milestone revenues in the corresponding period of the product sale, in accordance with the guidance of ASC 606-10-55-65 for contracts that include a license to intellectual property and the license is the predominant item to which the product sale relates. Royalties For arrangements that include sales-based royalties, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from its collaborative arrangement. The timing of revenue recognition and contract billings may differ and result in contract assets and contract liabilities. Contract assets represent revenues recognized in excess of amounts billed under collaboration agreements and are transferred to accounts receivable when billed or billing rights become unconditional. Contract liabilities represent billings in excess of revenues recognized under collaboration agreements. 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. 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 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments The fair value of the Company’s financial assets by level within the fair value hierarchy were as follows (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Money market fund (cash equivalent) $ 105,403 $ — $ — Money market fund (long-term restricted cash) 4,929 — — Marketable securities: Commercial paper — 80,156 — Corporate debt — 5,454 — Government agency — 290,826 — Total assets measured at fair value $ 110,332 $ 376,436 $ — 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 $ — The fair value of financial assets categorized within Level 1 of the fair value hierarchy is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. The fair value of financial assets categorized within Level 2 of the fair value hierarchy 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. The Company did not transfer any assets measured at fair value on a recurring basis between levels during the nine months ended September 30, 2023 or the year ended December 31, 2022 . |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2023 | |
Marketable Securities [Abstract] | |
Marketable Securities | 4. Marketable Securities Available-for-sale marketable securities were as follows (in thousands): September 30, 2023 Amortized Unrealized Unrealized Fair Value Commercial paper $ 80,176 $ — $ ( 20 ) $ 80,156 Corporate debt 5,460 — ( 6 ) 5,454 Government agency 290,866 16 ( 56 ) 290,826 Total $ 376,502 $ 16 $ ( 82 ) $ 376,436 December 31, 2022 Amortized Unrealized Unrealized Fair Value Commercial paper $ 129,810 $ — $ — $ 129,810 Corporate debt 11,923 — ( 57 ) 11,866 U.S. government agency 49,144 9 ( 173 ) 48,980 Total $ 190,877 $ 9 $ ( 230 ) $ 190,656 All of the Company’s available-for-sale debt marketable securities held as of September 30, 2023 had contractual matu rities of less than one year . The Company had 26 securities in an unrealized loss position with an aggregate related fair value of $ 169.9 million as of September 30, 2023. All securities in an unrealized loss position as of September 30, 2023 had been in a loss position for less than 12 months. Unrealized losses on available-for-sale marketable securities as of September 30, 2023 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 three or nine months ended September 30, 2023. The Company does not intend to sell these securities or expect to be required to sell the investments before recov ery of their amortized cost bases, which may be at maturity. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, 2023 2022 Prepaid research and development costs $ 10,660 $ 8,361 Other prepaid expense 2,477 1,192 Accrued interest 1,675 511 Other receivables 5,448 1,964 Total prepaid expenses and other current assets $ 20,260 $ 12,028 |
Collaboration Agreement
Collaboration Agreement | 9 Months Ended |
Sep. 30, 2023 | |
Collaboration Agreement [Abstract] | |
Collaboration Agreement | 6. Collaboration Agreement In December 2022, the Company entered into the Kite Collaboration Agreement, a Common Stock Purchase Agreement with Gilead (Gilead SPA) and a Standstill Agreement with Gilead (Standstill Agreement). Upon closing in January 2023, Kite made an upfront payment of $ 225.0 million and obtained a license to co-develop and co-commercialize CART-ddBCMA, and next-generation autologous and non-autologous CAR-T cell therapy products that use the same D-domain BCMA binder used in CART-ddBCMA, in each case for the treatment of multiple myeloma. The Company also granted Kite the ability to negotiate a development and commercialization license for the inclusion of a limited number of pre-specified additional autologous CAR-T-cell therapy products for the treatment of multiple myeloma, which can only be exercised by Kite after the Company provides to Kite a phase 1 clinical study report. In addition to the upfront consideration, the Company will be eligible to receive clinical, regulatory, and commercial milestone payments of up to $ 335.0 million, $ 635.0 million and $ 507.5 million, for CART-ddBCMA, each next-generation autologous CAR-T cell therapy product, and each non-autologous CAR-T cell therapy product, respectively. In the United States, the Company and Kite will equally share profits and losses from the commercialization of CART-ddBCMA and any next-generation autologous CAR-T cell therapy product for which the Company has exercised its option to co-promote with Kite (collectively, the Co-Promote Products). The Company has the option to designate next-generation autologous CAR-T therapy product as a Co-Promote Product after Kite provides the first phase 1 clinical study report for such product with the proposed core development plan and budget. For Co-Promote Products outside of the United States and for any other products worldwide that are not a Co-Promote Product (Non-Co-Promote Products), including any next-generation autologous CAR-T cell therapy product for which the company has opted out of designating as a Co-Promote Product, the Company will be eligible for tiered royalties in the low to mid teen percentages. The Company and Kite will jointly develop the Co-Promote Products in accordance with mutually agreed development plans and development budgets. On a Co-Promote Product-by-Co-Promote Product basis, the Company may, upon advance written notice to Kite, opt out of sharing development costs and profits and losses from the commercialization of such Co-Promote Product (for example, CART-ddBCMA), in which case, it will become a Non-Co-Promote Product and eligible for tiered royalties in the low to mid teen percentages. Other than certain items expressly set forth in the Kite Collaboration Agreement, the out-of-pocket development costs for activities conducted in the United States for Co-Promote Products will be shared equally by the Company and Kite. In the United States, the Company and Kite will be jointly responsible for commercialization of the Co-Promote Products. The out-of-pocket development costs for activities conducted outside the United States as part of a global clinical trial for Co-Promote Products will be borne 60 % (for ex-U.S. patients) by Kite and 40 % (for U.S. patients) by the Company, however Kite will be solely responsible for the costs for country-specific clinical trials outside the United States and chemistry, manufacturing and control (CMC) commercial readiness. Kite will be solely responsible for the conduct of development and commercialization of the Non-Co-Promote Products at its sole cost. Kite will manufacture the licensed products and bear the CMC commercial readiness costs and capital expenses, except that the Company is responsible for manufacturing CART-ddBCMA prior to transferring the manufacturing process to Kite during which the cost of manufacturing clinical trial material will be shared. Unless earlier terminated, the Kite Collaboration Agreement will continue in effect until no licensed products are being developed or commercialized. The Kite Collaboration Agreement is subject to termination provisions including termination by a party for the other party’s uncured, material breach. In the event of certain terminations of the Kite Collaboration Agreement, the Company is entitled to certain reversionary rights, including access to and continuity of manufacturing, with respect to the terminated products. Stock Purchase Agreement and Standstill Agreement In connection with the Kite Collaboration Agreement and upon its closing in January 2023, Gilead made an equity investment of $ 100.0 million by purchasing 3,478,261 shares of Arcellx common stock at a fixed per share price of $ 28.75 pursuant to the Gilead SPA, which represented a $ 15.3 million discount on the sale of the Company’s common stock based on the share price on the date of closing. Revenue Recognition The Company evaluated the agreement with Kite and determined that the obligation to co-develop the ddBCMA license and the Company’s research and development obligations to develop CART-ddBCMA were within the scope of ASC 606 because these activities are ordinary Company activities and Kite meets the definition of a customer with respect to this combined performance obligation. The revenue to be recognized will be recorded on a cost-to-cost percentage of completion basis over the period of time the Company is performing the research and development activities. Transaction Price In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if there is a significant benefit of financing. The Company assessed our collaboration agreements and concluded that no significant financing components were present. The Company’s assessment of the transaction price upon the signing of the Kite Collaboration Agreement included an analysis of the amounts it expects to receive, which as of September 30, 2023 totaled $ 176.9 million. The transaction price consists of fixed consideration of $ 220.9 million offset by a variable consideration of $ 44.1 million. Variable consideration results from net amounts expected to be paid to Kite over the course of the contract and are subject to change. Fixed consideration includes a reduction of a $ 15.3 million deemed discount on the shares sold to Gilead as they were sold at a price less than the closing price of the Company’s stock on the expiration date of the antitrust waiting period. There were no material direct transaction costs related to the transaction. Promises and Performance Obligation The Company’s promises under the Kite Collaboration Agreement include development, manufacture, and commercialization licenses, research and development activities, manufacturing activities, and the transfer of manufacturing know-how to Kite (collectively, the research and development services). These promises represent a single combined performance obligation as the promises are not distinct from each other. The Company determined that the license and research and development services are combined based on the specialized nature of the Company’s know-how and manufacturing process. The Company recognizes revenue over time using a cost-to-cost input measure of progress. In applying the cost-to-cost input measure of progress, the Company used actual costs incurred relative to total budgeted costs expected to be incurred for the combined performance obligation. Cost-sharing Reimbursements The CART-ddBCMA therapy product is intended to be developed through at least three research and development and clinical trial programs, iMMagine-1, iMMagine-2, and iMMagine-3, where the Company’s research and development obligations under the Kite Collaboration Agreement, other than certain items expressly set forth in the Kite Collaboration Agreement, includes a co-share of 50/50 (with respect to the iMMagine-1 and iMMagine-2 trials) and 40/60 (with respect to certain aspects of the iMMagine-3 trial) of the joint development costs associated with CART-ddBCMA and any other Co-Promote Products. Kite will be conducting and paying for all activities relating to the iMMagine-2 and 3 trials and the Company will reimburse Kite from 40 % to 50 % of these costs. Reimbursement costs expected to be received from Kite or paid to Kite represent variable consideration and is included in the estimated transaction price. The Company uses the expected value method to estimate variable consideration and updates estimates at each reporting date. Q3 Activity As of September 30, 2023, receivable from collaboration partner totaled $ 31.5 million, which consists of reimbursable costs. Revenue recognized is presented as collaboration revenue in the condensed consolidated financial statements. As of September 30, 2023 the balances in contract liability were as follows (in thousands): Contract liability September 30, 2023 Fixed transaction price 220,925 Reimbursable costs for the nine months ended September 30, 2023 41,516 Less: revenue recognized as of September 30, 2023 ( 47,171 ) Total contract liability 215,270 Less: current portion ( 94,180 ) Noncurrent portion 121,090 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Leases The Company is obligated for operating lease payments for its facilities in Rockville and Gaithersburg, Maryland and Redwood City, California. See Note 9 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 manufacturing facilities during the contractual term. The Lonza SOW also contains an agreement to purchase inventory that is accounted for separately. In September 2023, the Company signed Amendment 1 to the Lonza SOW. Amendment 1 increased the quantity of manufacturing slots from September 2023 through the end of the lease and increased the amount of capacity and equipment exclusively controlled by Arcellx. 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 September 30, 2023 , the Company’s minimum non-cancellable costs payable to Lonza was approximately $ 58.4 million, of which $ 48.3 million is reflected in the current finance lease liabilities, $ 1.3 million in accrued liabilities, and $ 14.1 million in accounts payable. Variable costs under this arrangement include materials, external testing, and other services. The Company paid $ 10.6 million and $ 31.1 million under this arrangement during the three and nine months ended September 30, 2023 , respectively. The Company paid $2.8 million and $ 13.7 million under this arrangement during the three and nine months ended September 30, 2022, respectively. 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 (a) 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, (b) development milestones of up to $ 28.8 million in the aggregate and (c) 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 September 30, 2023 and December 31, 2022, 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 its 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 September 30, 2023 , 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. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | 8. Accrued Liabilities Accrued liabilities consist of the following (in thousands): September 30, December 31, 2023 2022 Research and development accrued expenses $ 3,462 $ 3,201 Accrued bonus 3,238 5,347 Other liabilities 10,216 3,131 Total accrued liabilities $ 16,916 $ 11,679 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | 9. 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 appr oximately 12.9 years at inception with remaining undiscounted minimum lease payments of approximately $ 33.1 million as of September 30, 2023 . The original Rockville lease contained annual rent escalation and rent abatement clauses as well as an allowance of approximately $ 12.1 million for tenant improv ements. During the nine months ended September 30, 2023 , the landlord and the Company agreed to convert $ 2.8 million of rent abatement to additional tenant improvement allowance. The change was accounted for as a lease modification and the Company recorded an increase in the right-of-use asset and lease liability of $ 1.3 million. The Company consulted a qualified third-party valuation specialist and determined an incremental borrowing rate of 10.2 % to be used as the discount rate for re-measuring the related operating lease liabilities on the modification date. 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. 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 at inception with remaining undiscounted minimum lease payments of approximately $ 54.3 million a s of September 30, 2023 . 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 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. Finance Leases The Lonza SOW entered into in February 2022 with Lonza 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 . In September 2023, the Company signed Amendment 1 to the Lonza SOW entered into in February 2022. Amendment 1 increased quantity of manufacturing slots from September 2023 through the end of the lease in December 2024 , providing additional right of use to the Company that was previously considered "shared" capacity under the Lonza SOW. The Company now has exclusive use of, and control over, the additional facility space and equipment through the remainder of the lease term. This change under Amendment 1 was accounted for as a lease modification, and the Company remeasured the lease liabilities for the modified lease as of the Amendment effective date. The remeasurement of the lease liabilities included fixed consideration with an undiscounted value of approximately $ 51.7 million, or $ 48.5 million discounted using the expected payment timeline and the incremental borrowing rate of 10.8 %, resulting in an increase of $ 15.9 million in lease liabilities. 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 the ROU assets as R&D expense immediately. 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. The related ROU assets represent assets acquired for research and development activities with no alternative future use and therefore were immediately expensed. The Company’s total lease costs were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Finance lease costs: Right-of-use assets with no alternative future use $ 16,985 $ 63,147 $ 18,247 $ 63,147 Amortization of right-of-use assets 25 25 75 77 Interest on lease liabilities 960 598 2,871 604 Operating lease costs 1,529 1,472 4,597 2,299 Short-term lease costs 8 7 24 750 Variable lease costs 2,293 675 5,435 953 Total lease costs $ 21,800 $ 65,924 $ 31,249 $ 67,830 Future minimum lease payments were as follows (in thousands) as of September 30, 2023: Operating Leases Finance Leases Remainder of 2023 $ 1,523 $ 20,226 2024 7,554 35,783 2025 8,161 — 2026 8,412 — 2027 8,672 — 2028 8,939 — Thereafter 49,934 — Total lease payments 93,195 56,009 Less: Tenant improvement incentive ( 4,719 ) — Imputed interest ( 33,798 ) ( 1,968 ) Present value of total lease liabilities $ 54,678 $ 54,041 Supplemental cash flow information related to leases is as follows (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 3,810 $ — Operating cash flows from operating leases 2,826 1,191 Financing cash flows from finance leases 14,010 9,295 Right-of-use assets obtained in exchange for new finance lease liabilities 18,046 — Right-of-use assets obtained in exchange for new operating lease liabilities 1,296 29,562 Weighted-average remaining lease terms and discount rates were as follows as of September 30, 2023: Weighted-average remaining lease term — finance leases 1.3 years Weighted-average remaining lease term — operating leases 10.6 years Weighted-average discount rate — finance leases 10.8 % Weighted-average discount rate — operating leases 9.1 % |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock and Stockholders' Equity | 10. Redeemable Convertible Preferred Stock and Stockholders' Equity "At-the-Market" Offering Program In May 2023, the Company entered into a sales agreement (Sales Agreement) with Stifel, Nicolaus & Company (Stifel) with respect to an at-the-market (ATM) offering program under which the Company may issue and sell, from time to time and at management’s sole discretion, shares of the Company’s common stock, in an aggregate offering amount of up to $ 350.0 million. No sales of the Company stock have been made under this arrangement as of September 30, 2023. Gilead SPA 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 at a price of $ 28.75 per share for an aggregate purchase price of $ 100.0 million. The shares were sold pursuant to the Gilead SPA in connection with the Kite Collaboration Agreement and the transaction is considered part of the arrangement. The shares were sold at a discount of $ 4.39 per share as compared to the closing price of the stock on the date of the expiration of anti-trust provisions and accordingly, the $ 15.3 million discount is reflected as an increase to additional paid-in capital and decrease to the total fixed transaction price in the arrangement. See Note 6 - Collaboration Agreement. Common Stock 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. As of the date of the filing of this Quarterly Report on Form 10-Q, no dividends have been declared or paid by the Company. 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. Redeemable Convertible Preferred Stock In connection with the Company’s IPO in February 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. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 11. 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 became effective 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. As of September 30, 2023, t he aggregate number of shares of common stock that were able to be issued pursuant to equity awards under the 2022 Plan was 6,502,174 shares, which included 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 ). The number of shares of common stock reserved for issuance under the 2022 Plan is cumulatively increased on the first day of each fiscal year, which began with the Company’s 2023 fiscal year and will end on the ten year anniversary of the date the Company’s board of directors approved the 2022 Plan, by an amount equal to the least of (i) 6,502,174 shares, (ii) 5 % of the total number of shares of common stock outstanding as of the last day of the immediately preceding fiscal year, or (iii) a lesser number of shares determined by the administrator of the 2022 Plan. Share-based compensation expense by type of award was as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Stock options $ 5,372 $ 3,569 $ 15,279 $ 10,997 Restricted stock units 3,149 1,162 9,090 $ 2,807 Restricted stock units - chief executive officer 1,963 598 6,374 1,950 ESPP 130 — 431 — Total share-based compensation expense $ 10,614 $ 5,329 $ 31,174 $ 15,754 Share-based compensation expense as reflected in the condensed consolidated statement of operations and comprehensive loss was as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Research and development $ 2,831 $ 1,551 $ 8,234 $ 5,274 General and administrative 7,783 3,778 22,940 10,480 Total share-based compensation expense $ 10,614 $ 5,329 $ 31,174 $ 15,754 Stock Options Stock options granted under the 2017 Plan and the 2022 Plan vest over one to four years and expire after 10 years . The Company uses the Black Scholes option pricing model to determine the grant date fair value of stock options. 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, 2023 8,053,704 $ 9.59 8.3 $ 172,294 Options Granted 890,358 31.56 Options Forfeited ( 18,816 ) 10.86 Options Exercised ( 776,837 ) 5.90 Outstanding as of September 30, 2023 8,148,409 $ 12.34 8.0 $ 191,980 Exercisable as of September 30, 2023 4,112,539 $ 8.88 7.7 $ 111,054 (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 the options that were in the money as of September 30, 2023 . Restricted Stock Units (RSUs) 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, excluding the 2023 RSU Award and 2021 RSU Award (each defined below) granted to the chief executive officer, is presented below: Shares Subject to Outstanding Awards Weighted Average Grant Date Fair Value Outstanding as of January 1, 2023 927,954 $ 17.20 RSUs Granted 809,491 31.56 RSUs Vested ( 284,047 ) 16.72 RSUs Forfeited ( 37,603 ) 22.77 Outstanding as of September 30, 2023 1,415,795 $ 25.36 Restricted Stock Units - Chief Executive Officer 2023 RSU Award In January 2023, the Company granted 495,000 RSUs (the 2023 RSU Award) to its chief executive officer. The 2023 RSU Award has two different scenarios to vesting. The first vesting scenario is subject to service and market conditions. The second vesting scenario adds a performance condition. Each RSU granted in the 2023 RSU Award entitles the chief executive officer to one share of common stock upon vesting subject to the service, performance, and market conditions. All 495,000 RSUs were outstanding and no RSUs were vested as of September 30, 2023. Service Condition The service condition to vesting of the 2023 RSU Award requires the chief executive officer’s continued employment with the Company through the achievement of any of the performance and market conditions. Performance Condition The performance condition to vesting of the 2023 RSU Award requires the consummation of a change in control event. Market Condition The market condition to vesting of the 2023 RSU Award involves evaluating Company market value thresholds depending upon which of the two vesting scenarios is applicable at the time of measurement. The Company value is measured each June 30 and December 31 subsequent to the grant of the 2023 RSU Award and represents the Company’s Enterprise Value. The Company’s Enterprise Value is determined using the total market capitalization of the Company based on the average closing trading price of one share of the Company’s common stock over the 60-day period ending on the day prior to the applicable semi-annual measurement date, less cash. On the semi-annual measurement date, (i) one-sixth of the award will vest if a minimum Enterprise Value of $2.5 billion is achieved, (ii) all of the award will vest if a $5.0 billion Enterprise Value is achieved, and (iii) a portion of the 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 value on a change in control event is measured on the date of the change in control and represents the aggregate amount of deal consideration paid at the closing of the change in control by an acquirer for the Company’s shares of common stock in connection with such change in control. Upon a change in control, (i) one-sixth of the award will vest if a minimum deal consideration of $2.5 billion is achieved, (ii) all of the award will vest if a $5.0 billion deal consideration is achieved, and (iii) a portion of the award will vest based on a straight-line interpolation if a deal consideration 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 2023 RSU Award on the date of grant in each of the two vesting scenarios. The application of the Monte Carlo simulation model to each of the two vesting scenarios requires various subjective assumptions, including the following: • Expected Time to Award End Date – The expected time to the award end date is based on the Company’s best estimate of the period of employment for the chief executive officer or the achievement of the performance condition, i.e., the change in control event. • Expected Equity Volatility – Due to the limited 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) in addition to the historical volatility of the Company. The historical volatility for the representative group of public companies was calculated based on a period commensurate with the expected time to the award end date. • Risk-Free Interest Rate – The risk-free interest rate is based on a U.S. Treasury instrument which term is consistent with the expected time to the measurement dates. The Company determined the fair value of the 2023 RSU Award using third-party valuation reports. The Company considered several objective and subjective factors, including weighted probability of various scenarios, operating and financial performance, and general and industry-specific economic outlook, among other factors. The assumptions used in the Monte Carlos simulation models to determine the grant date fair value of the 2023 RSU Award for the two vesting scenarios were as follows: Semi-Annual Measurement Change in Control Time to award end date 10 years 5 years Equity volatility 75.0 % 75.0 % Risk-free interest rate 3.8 % 3.9 % Fair value of the 2023 RSU award (in thousands) $ 13,811 $ 10,999 The Company began recognizing share-based compensation expense using a fair value of $ 13.8 million on an accelerated attribution basis over a 10 -year anticipated service period according to the semi-annual measurement scenario. The performance condition under the change in control scenario was not deemed probable as of September 30, 2023. The Company recognized $ 1.4 million and $ 4.7 million in s hare-based compensation expense related to the 2023 RSU Award during the three and nine months ended September 30, 2023, respectively. 2021 RSU Award In June 2021, the Company granted 952,804 RSUs (the 2021 RSU Award) to its chief executive officer. The 2021 RSU Award is subject to service, performance, and market conditions. In December 2021, the Company added alternative performance conditions for vesting of the same RSUs. These additional performance conditions provided alternative paths to vesting from the 2021 RSU Award; its vesting conditions remained the same, i.e., the original award was not modified. Each RSU granted in the 2021 RSU Award entitles the chief executive officer to one share of common stock upon vesting subject to the service, performance, and market conditions. All 952,804 RSUs were outstanding and no RSUs were vested as of September 30, 2023 and December 31, 2022. Service Condition The service condition to vesting of the 2021 RSU Award requires the chief executive officer’s continued employment with the Company through the achievement of any of the performance and the market conditions. Performance Condition The performance conditions to vesting of the 2021 RSU Award include (i) the consummation of a change in control event, (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. The Company satisfied the IPO performance condition in February 2022 upon completion of the IPO. Market Condition The market condition to vesting of the 2021 RSU Award involves Company value thresholds depending upon which of the vesting scenarios is applicable at the time of measurement. The Company value is measured each June 30 and December 31 following the IPO (subject to applicable lock-up period) and represents the Company’s Enterprise Value. The methodology to determine the Company’s Enterprise Value and the vesting thresholds on the semi-annual measurement dates are the same as those under the 2023 RSU Award. The Company value on a change in control is measured on the date of the change in control. The methodology to determine the Company value and the vesting thresholds on the change in control date are the same as those under the 2023 Award. The Company utilized Monte Carlo simulation models to estimate the fair value of the 2021 RSU Award on the date of grant in each of the three vesting scenarios. Upon completion of the IPO in February 2022, the IPO performance condition of the 2021 RSU Award was satisfied and the Company began recognizing share-based compensation expense on an accelerated attribution basis over the 10-year anticipated service period based on a $ 10.3 million aggregate fair value according to the IPO scenario. No other performance condition was deemed probable as of September 30, 2023. The Company recognized $ 0.5 million and $ 1.7 million in share-based compensation expense related to this award during the three and nine months ended September 30, 2023 , respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company has recorded an income tax expense of zero and $ 41 thousand for the three and nine months ended September 2023 respectively, and zero for the same periods in 2022. Based on the available objective evidence during the three and nine months ended September 30, 2023, the Company believes it is more likely than not that the tax benefits of U.S. losses incurred during prior years may not be realized. Accordingly, the Company did no t record the tax benefits of U.S. losses previously incurred as of September 30, 2023. The primary difference between the effective tax rate and the statutory tax rate relates to the valuation allowance on the Company’s U.S. losses. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 13. Net Loss Per Share Attributable to Common Stockholders The Company’s potentially dilutive securities include options to purchase common stock, unvested shares of restricted common stock redeemable convertible preferred stock, restricted stock units, and restricted stock units - executive officer. The Company’s potentially dilutive securities 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 attributable to common stockholders for the period indicated because including them would have had an anti-dilutive effect: September 30, 2023 2022 Options to purchase common stock 8,148,409 8,440,383 Unvested shares of restricted common stock from early exercises — — Restricted stock units 1,415,795 881,624 Restricted stock units - executive officer 1,447,804 952,804 Employee Stock Ownership Plan (ESPP) 13,893 — Total 11,025,901 10,274,811 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and the related rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results of operations and cash flows for the periods presented have been included. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or for any future period. The balance sheet as of December 31, 2022 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2023. The accompanying condensed consolidated financial statements include the accounts of Arcellx, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company and Smaller Reporting Company Status | Emerging Growth Company and Smaller Reporting Company Status The Company is an emerging growth company (EGC), as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, companies have extended transition periods available for complying with new or revised accounting standards. The Company has elected this exemption to delay adopting new or revised accounting standards until such time as those standards apply. On the last business day of the second quarter in 2023, the aggregate market value of the Company’s shares of common stock held by non-affiliate stockholders exceeded $ 700 million. As a result, as of December 31, 2023, the Company will be considered a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, and will cease to be an EGC. Due to loss of EGC status, the Company will no longer be exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, and our independent registered public accounting firm will evaluate and report on the effectiveness of internal control over financial reporting. Commencing with the Company’s Annual Report on Form 10-K for the year ending December 31, 2023, the Company will adopt any accounting pronouncements deferred under the extended transition period election on or before December 31, 2023. Effective December 31, 2023, due to large accelerated filer status, the Company will also no longer be permitted to take advantage of reduced reporting requirements for smaller reporting companies, subject to a transition period that allows for the Company to use smaller reporting company scaled disclosure for the Company’s Annual Report on Form 10-K for the year ending December 31, 2023. |
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 condensed consolidated financial statements include, but are not limited to, estimates related to the fair value of assets, collaboration revenue, research and development accruals, recoverability of long-lived assets, share-based compensation, and income taxes. 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 in amounts exceeding FDIC insurance limits. 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, together with restricted cash at September 30, 2023 and 2022 representing cash balances are presented as non-current restricted cash on the Company's consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance sheets to the total shown in the condensed consolidated statements of cash flows (in thousands): September 30, 2023 2022 Cash and cash equivalents $ 126,119 $ 56,763 Restricted cash 4,929 2,501 Total $ 131,048 $ 59,264 |
Marketable Securities | Marketable Securities Securities are classified at the time of purchase, based on management’s intention, as debt securities held-to-maturity, debt securities available-for-sale, trading account securities or equity securities. Debt securities held-to-maturity are those that management has the positive intent and ability to hold until maturity. Debt securities held-to-maturity are carried at amortized cost, adjusted for amortization of premiums and accretion of discounts using the level-yield method over the contractual term of the securities, adjusted for actual prepayments. Debt securities available-for-sale represent all securities not classified as either held-to-maturity, trading, or equity. Debt securities available-for-sale are carried at estimated fair value with unrealized holding gains and losses (net of related tax effects) on such securities excluded from earnings, but included as a separate component of stockholders’ equity, titled “Accumulated other comprehensive income (loss).” The cost of securities sold is determined using the specific-identification method. Security transactions are recorded on a trade-date basis. For securities available for sale, ASU 2016-13 eliminates the concept of other-than-temporary impairment and instead requires entities to determine if impairment is related to credit loss or non-credit loss. In making the assessment of whether a loss is from credit or other factors, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and adverse conditions related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows is less than the amortized cost basis, a credit loss exists and an allowance is created, limited by the amount that the fair value is less than the amortized cost basis. Subsequent activity related to the credit loss component in the form of write-offs or recoveries is recognized as part of the allowance for credit losses on securities available for sale. Management measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type. Our held-to-maturity securities in the Company’s portfolio are either issued by U.S. government agencies or are highly rated short term corporate bonds; U.S government agency bonds are either explicitly or implicitly guaranteed by the U.S government. The Company’s investment in short-term bonds is in a net gain position and the expectation is that any unrecognized losses will be recovered by maturity; therefore, the expectation of nonpayment is zero. Prior to the adoption of ASU 2016-13 on January 1, 2023, the Company’s evaluation of other-than-temporary impairment considered management's assessment of the reason for the decline in value, the duration and severity of the impairment, management's intent and ability to hold the securities (as well as the likelihood of a near-term recovery), and management's intent to sell the securities and whether it was more likely than not that the Company would be required to sell the securities before the recovery of their amortized cost basis. If a determination was made that a debt security was other-than-temporarily impaired, the Company would estimate the amount of the unrealized loss that was attributable to credit and all other non-credit related factors. If the Company intended to hold securities in an unrealized loss position until the loss was recovered, which may be at maturity, the credit related component was recognized as an other-than-temporary impairment charge in non-interest income. The non-credit related component was recorded as an adjustment to accumulated other comprehensive income (loss), net of tax. The Company has made the accounting policy election to exclude accrued interest receivable on securities from the estimate of credit losses. Accrued interest receivable totaled $ 1.7 million and $ 0.5 million at September 30, 2023 and December 31, 2022, respectively and is included in prepaid expenses and other current assets in the condensed consolidated balance sheets. |
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, marketable securities and receivables from collaboration partner. 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 and government 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. The Company’s receivable from collaboration partner consists of short-term receivables from a well-capitalized public company; accordingly the Company believes the exposure to credit risk on its receivable from collaboration partner is low. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments - Credit Losses” (“ASC 326”): Measurement of Credit Losses on Financial Instruments” which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. In November 2019, the FASB issued ASU 2019-10 “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)” (“ASC 2019-10”), which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for public entities which meet the definition of a smaller reporting company. The Company adopted ASU 2016-13 effective January 1, 2023 and there was no effect on the Company’s condensed consolidated financial statements. |
Collaborative Arrangements and Contracts with Customers | Collaborative Arrangements and Contracts with Customers The Company assesses whether its collaboration agreements are subject to Accounting Standards Codification (ASC) Topic 808, Collaborative Arrangements (ASC 808) based on whether they involve joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards that depend on the commercial success of the joint operating activities. To the extent that the arrangement falls within the scope of ASC 808, the Company applies the unit of account guidance under ASC Topic 606, Revenue from Contracts with Customers (ASC 606), to identify distinct performance obligations, and then determine whether a customer relationship exists for each distinct performance obligation. If the Company determines whether a promised good or service within the arrangement is with a customer, it applies the guidance in ASC 606. If a portion of a distinct bundle of goods or services within an arrangement is not with a customer, then the unit of account is not within the scope of ASC 606, and the recognition and measurement of that unit of account shall be based on analogy to authoritative accounting literature or, if there is no appropriate analogy, a reasonable, rational, and consistently applied accounting policy election. The Company recognizes revenue when its customer obtains control of promised goods or services in a contract for an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. For contracts with customers, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. As part of the accounting for contracts with customers, the Company must develop assumptions that require judgment to determine the standalone selling price of each performance obligation identified in the contract. The Company then allocates the total transaction price to each performance obligation based on their estimated standalone selling prices. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimate of variable consideration included in the transaction price and any related constraint, and if necessary, adjusts the estimate of the overall transaction price. Variable consideration, such as milestone payments and consideration paid or payable to a collaboration partner, must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. The accounting for these arrangements requires the Company to develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation, which determines how the transaction price is allocated among the performance obligations. These estimates may include items such as forecasted revenues or costs, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if it is satisfied at a point in time or over time. For performance obligations satisfied over time, the Company determines the appropriate measure of progress. The effect of any change made to the measure of progress and, therefore a change to revenue, would be recorded as a change in estimate. The Company’s collaborative arrangements can have one or more of the following forms of consideration: (i) license fees; (ii) milestone payments related to the achievement of developmental, regulatory, or commercial goals; (iii) royalties on net sales of licensed products; (iv) fees attributable to options to intellectual property; (v) cost-sharing or research and development (R&D) funding arrangements and (vi) profit and loss sharing. When a portion of non‑refundable upfront fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as contract liabilities and recognized as revenue when (or as) the underlying performance obligation is satisfied. The Company classifies contract liabilities as current when it expects to satisfy its performance obligations within one year, and noncurrent when the Company expects to satisfy those performance obligations in greater than one year. Fees attributable to options are deferred until the option expires or is exercised. Changes to collaboration agreements are assessed for whether they represent a modification or should be accounted for as a new contract. Upfront Payments and License Fees If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Variable Consideration Variable consideration is assessed at each reporting period as to whether it is not subject to future reversal of cumulative revenue and, therefore, should be included in the transaction price. Assessing the recognition of variable consideration requires judgment. Consideration paid or payable to a collaboration partner is estimated and included in the total transaction price. Variable consideration is included in the transaction price when the Company concludes that it is probable that a significant revenue reversal will not occur in future periods. Actual amounts of consideration ultimately received may differ from the Company’s estimates. Cost-sharing Under certain collaborative arrangements, the Company can be reimbursed for a portion of its research and development expenses or reimburse its collaboration partner for its research and development expenses. The Company estimates reimbursements to be received by a collaboration partner and reimbursements to be paid or payable to a collaboration partner as part of variable consideration. When these research and development services are paid to a collaboration partner, the Company reduces its contract liability. Customer Options Customer options, such as options granted to allow a licensee to extend a license or research term, to select additional research targets or to choose to research, develop and commercialize licensed compounds are evaluated at contract inception to determine whether those options provide a material right (i.e., an optional good or service offered for free or at a discount) to the customer. If the customer options represent a material right, the material right is treated as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the standalone selling price. As a practical alternative to estimating the standalone selling price of a material right when the underlying goods or services are both (i) similar to the original goods or services in the contract and (ii) provided in accordance with the terms of the original contract, the Company allocates the total amount of consideration expected to be received from the customer to the total goods or services expected to be provided to the customer. Amounts allocated to any material right are recognized as revenue when or as the related future goods or services are transferred or when the option expires. Milestone Payments At the inception of the arrangement, the Company evaluates whether the development or sales-based milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated value is included in the transaction price. Milestone payments that are not within the control of the Company or the Company’s collaboration partner, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development or sales-based milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues in the period of adjustment. The Company may earn milestones through achievement of pre-specified developmental or regulatory events and, as such, milestones are accounted for as variable consideration. Under the agreement currently in place, the Company does not consider these events to be within its control, but rather dependent upon the development activities of our collaborative partner and the decisions made by regulatory agencies. Accordingly, these milestones are not included in the transaction price until the counterparty, or third-party in the event of a regulatory submission, confirms the satisfaction or completion of the milestone triggering event. Given the high level of uncertainty of achievement, variable consideration associated with milestones are fully constrained. The value of these milestones is dictated within the contract and is fixed upon achievement and reflects the amount of consideration which the Company expects to be entitled in exchange for the satisfaction of that milestone. The process of successfully discovering a new development candidate, having it approved and successfully commercialized is highly uncertain. As such, the milestone payments we may earn from the Company’s partners involve a significant degree of risk to achieve and therefore, subsequent milestone payments due to the Company are recognized as revenue at the point in time when such milestones are achieved. For milestone revenues related to sales-based achievements, the Company recognizes the milestone revenues in the corresponding period of the product sale, in accordance with the guidance of ASC 606-10-55-65 for contracts that include a license to intellectual property and the license is the predominant item to which the product sale relates. Royalties For arrangements that include sales-based royalties, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from its collaborative arrangement. The timing of revenue recognition and contract billings may differ and result in contract assets and contract liabilities. Contract assets represent revenues recognized in excess of amounts billed under collaboration agreements and are transferred to accounts receivable when billed or billing rights become unconditional. Contract liabilities represent billings in excess of revenues recognized under collaboration agreements. |
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. |
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. |
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. 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 market conditions on the grant date using a Monte Carlo simulation model. For awards with vesting subject to the fulfillment of both market and performance condition, 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance sheets to the total shown in the condensed consolidated statements of cash flows (in thousands): September 30, 2023 2022 Cash and cash equivalents $ 126,119 $ 56,763 Restricted cash 4,929 2,501 Total $ 131,048 $ 59,264 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Company's Financial Assets | The fair value of the Company’s financial assets by level within the fair value hierarchy were as follows (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Money market fund (cash equivalent) $ 105,403 $ — $ — Money market fund (long-term restricted cash) 4,929 — — Marketable securities: Commercial paper — 80,156 — Corporate debt — 5,454 — Government agency — 290,826 — Total assets measured at fair value $ 110,332 $ 376,436 $ — 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 $ — |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Marketable Securities [Abstract] | |
Schedule of Available-for-sale Marketable Securities | Available-for-sale marketable securities were as follows (in thousands): September 30, 2023 Amortized Unrealized Unrealized Fair Value Commercial paper $ 80,176 $ — $ ( 20 ) $ 80,156 Corporate debt 5,460 — ( 6 ) 5,454 Government agency 290,866 16 ( 56 ) 290,826 Total $ 376,502 $ 16 $ ( 82 ) $ 376,436 December 31, 2022 Amortized Unrealized Unrealized Fair Value Commercial paper $ 129,810 $ — $ — $ 129,810 Corporate debt 11,923 — ( 57 ) 11,866 U.S. government agency 49,144 9 ( 173 ) 48,980 Total $ 190,877 $ 9 $ ( 230 ) $ 190,656 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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): September 30, December 31, 2023 2022 Prepaid research and development costs $ 10,660 $ 8,361 Other prepaid expense 2,477 1,192 Accrued interest 1,675 511 Other receivables 5,448 1,964 Total prepaid expenses and other current assets $ 20,260 $ 12,028 |
Collaboration Agreement (Tables
Collaboration Agreement (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Collaboration Agreement [Abstract] | |
Schedule of Balances in Contract Liability | As of September 30, 2023 the balances in contract liability were as follows (in thousands): Contract liability September 30, 2023 Fixed transaction price 220,925 Reimbursable costs for the nine months ended September 30, 2023 41,516 Less: revenue recognized as of September 30, 2023 ( 47,171 ) Total contract liability 215,270 Less: current portion ( 94,180 ) Noncurrent portion 121,090 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): September 30, December 31, 2023 2022 Research and development accrued expenses $ 3,462 $ 3,201 Accrued bonus 3,238 5,347 Other liabilities 10,216 3,131 Total accrued liabilities $ 16,916 $ 11,679 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Summary of Total Lease Costs | The Company’s total lease costs were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Finance lease costs: Right-of-use assets with no alternative future use $ 16,985 $ 63,147 $ 18,247 $ 63,147 Amortization of right-of-use assets 25 25 75 77 Interest on lease liabilities 960 598 2,871 604 Operating lease costs 1,529 1,472 4,597 2,299 Short-term lease costs 8 7 24 750 Variable lease costs 2,293 675 5,435 953 Total lease costs $ 21,800 $ 65,924 $ 31,249 $ 67,830 |
Summary of Future Minimum Lease Payments | Future minimum lease payments were as follows (in thousands) as of September 30, 2023: Operating Leases Finance Leases Remainder of 2023 $ 1,523 $ 20,226 2024 7,554 35,783 2025 8,161 — 2026 8,412 — 2027 8,672 — 2028 8,939 — Thereafter 49,934 — Total lease payments 93,195 56,009 Less: Tenant improvement incentive ( 4,719 ) — Imputed interest ( 33,798 ) ( 1,968 ) Present value of total lease liabilities $ 54,678 $ 54,041 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 3,810 $ — Operating cash flows from operating leases 2,826 1,191 Financing cash flows from finance leases 14,010 9,295 Right-of-use assets obtained in exchange for new finance lease liabilities 18,046 — Right-of-use assets obtained in exchange for new operating lease liabilities 1,296 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 September 30, 2023: Weighted-average remaining lease term — finance leases 1.3 years Weighted-average remaining lease term — operating leases 10.6 years Weighted-average discount rate — finance leases 10.8 % Weighted-average discount rate — operating leases 9.1 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense | Share-based compensation expense by type of award was as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Stock options $ 5,372 $ 3,569 $ 15,279 $ 10,997 Restricted stock units 3,149 1,162 9,090 $ 2,807 Restricted stock units - chief executive officer 1,963 598 6,374 1,950 ESPP 130 — 431 — Total share-based compensation expense $ 10,614 $ 5,329 $ 31,174 $ 15,754 Share-based compensation expense as reflected in the condensed consolidated statement of operations and comprehensive loss was as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Research and development $ 2,831 $ 1,551 $ 8,234 $ 5,274 General and administrative 7,783 3,778 22,940 10,480 Total share-based compensation expense $ 10,614 $ 5,329 $ 31,174 $ 15,754 |
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, 2023 8,053,704 $ 9.59 8.3 $ 172,294 Options Granted 890,358 31.56 Options Forfeited ( 18,816 ) 10.86 Options Exercised ( 776,837 ) 5.90 Outstanding as of September 30, 2023 8,148,409 $ 12.34 8.0 $ 191,980 Exercisable as of September 30, 2023 4,112,539 $ 8.88 7.7 $ 111,054 (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 the options that were in the money as of September 30, 2023 . |
Summary of Restricted Stock Units Activity | A summary of RSU activity for awards under the 2022 Plan, excluding the 2023 RSU Award and 2021 RSU Award (each defined below) granted to the chief executive officer, is presented below: Shares Subject to Outstanding Awards Weighted Average Grant Date Fair Value Outstanding as of January 1, 2023 927,954 $ 17.20 RSUs Granted 809,491 31.56 RSUs Vested ( 284,047 ) 16.72 RSUs Forfeited ( 37,603 ) 22.77 Outstanding as of September 30, 2023 1,415,795 $ 25.36 |
Schedule of Assumptions used in Determining Grant Date Fair Value of RSU Awards | Semi-Annual Measurement Change in Control Time to award end date 10 years 5 years Equity volatility 75.0 % 75.0 % Risk-free interest rate 3.8 % 3.9 % Fair value of the 2023 RSU award (in thousands) $ 13,811 $ 10,999 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share | September 30, 2023 2022 Options to purchase common stock 8,148,409 8,440,383 Unvested shares of restricted common stock from early exercises — — Restricted stock units 1,415,795 881,624 Restricted stock units - executive officer 1,447,804 952,804 Employee Stock Ownership Plan (ESPP) 13,893 — Total 11,025,901 10,274,811 |
Nature of the Business - Additi
Nature of the Business - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Jan. 26, 2023 | Jan. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||
Accumulated Deficit | $ (409,324) | $ (318,790) | |||
Proceeds from issuance of private placement and non-refundable upfront payment | $ 325,000 | ||||
Proceeds from issuance of private placement | $ 9,958 | ||||
Cash, cash equivalents and marketable securities | $ 482,700 | ||||
Kite Collaboration Agreement | |||||
Class of Stock [Line Items] | |||||
Non-refundable upfront payment received | 225,000 | ||||
Private Placement | 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 - Schedule of Cash, Cash Equivalents, And Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 126,119 | $ 64,179 | $ 56,763 | |
Restricted cash | 4,929 | 2,501 | ||
Total | $ 131,048 | $ 66,680 | $ 59,264 | $ 31,032 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Jan. 01, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Summary Of Significant Accounting Policies Line Items | |||
Accrued interest receivable | $ 1,675 | $ 511 | |
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 | $ 29,142 | 28,659 |
Operating lease liabilities | 5,400 | 54,678 | |
Reclassification of deferred rent and tenant improvement allowances | $ 2,100 | ||
Minimum | |||
Summary Of Significant Accounting Policies Line Items | |||
Common stock value held by non-affiliate stockholders | 700,000 | ||
Prepaid Expenses and Other Current Assets | |||
Summary Of Significant Accounting Policies Line Items | |||
Accrued interest receivable | $ 1,700 | $ 500 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value of Company's Financial Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Marketable securities | $ 376,436 | $ 190,656 |
Level 1 | Recurring | ||
Assets | ||
Money market fund (cash equivalent) | 105,403 | 57,697 |
Money market fund (long-term restricted cash) | 4,929 | 2,501 |
Total assets measured at fair value | 110,332 | 60,198 |
Level 2 | Recurring | ||
Assets | ||
Total assets measured at fair value | 376,436 | 190,656 |
Level 2 | Recurring | Commercial Paper | ||
Assets | ||
Marketable securities | 80,156 | 129,810 |
Level 2 | Recurring | Corporate Debt | ||
Assets | ||
Marketable securities | 5,454 | 11,866 |
Level 2 | Recurring | Government Agency | ||
Assets | ||
Marketable securities | $ 290,826 | $ 48,980 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Available-for-sale Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Marketable Securities [Line Items] | ||
Amortized costs | $ 376,502 | $ 190,877 |
Gross Unrealized Gains | 16 | 9 |
Gross Unrealized Loss | (82) | (230) |
Fair Value | 376,436 | 190,656 |
Commercial Paper | ||
Marketable Securities [Line Items] | ||
Amortized costs | 80,176 | 129,810 |
Gross Unrealized Loss | (20) | |
Fair Value | 80,156 | 129,810 |
Corporate Debt | ||
Marketable Securities [Line Items] | ||
Amortized costs | 5,460 | 11,923 |
Gross Unrealized Loss | (6) | (57) |
Fair Value | 5,454 | 11,866 |
U.S. Government Agency | ||
Marketable Securities [Line Items] | ||
Amortized costs | 290,866 | 49,144 |
Gross Unrealized Gains | 16 | 9 |
Gross Unrealized Loss | (56) | (173) |
Fair Value | $ 290,826 | $ 48,980 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 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 | 26 |
Aggregate fair value an unrealized loss position | $ 169.9 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid research and development costs | $ 10,660 | $ 8,361 |
Other prepaid expense | 2,477 | 1,192 |
Accrued interest | 1,675 | 511 |
Other receivables | 5,448 | 1,964 |
Total prepaid expenses and other current assets | $ 20,260 | $ 12,028 |
Collaboration Agreement - Addit
Collaboration Agreement - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | ||
Jan. 26, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Receivable from collaboration partner | $ 31.5 | |||
Kite Collaboration Agreement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Upfront payment | $ 225 | |||
Shares purchased price per share | $ 4.39 | |||
Estimated transaction price | $ 176.9 | |||
Fixed transaction price | 220.9 | |||
Variable consideration | 44.1 | |||
Reduction of deemed discount on shares sold | $ 15.3 | $ 15.3 | ||
Kite Collaboration Agreement | Maximum | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Percentage of reimbursement costs | 40% | |||
Kite Collaboration Agreement | Minimum | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Percentage of reimbursement costs | 50% | |||
Kite Collaboration Agreement | United States | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Percentage of out-of-pocket development costs for co-promote products | 40% | |||
Kite Collaboration Agreement | Kite Pharma, Inc. | Outside United States | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Percentage of out-of-pocket development costs for co-promote products | 60% | |||
Kite Collaboration Agreement | CART-ddBCMA [Member] | Maximum | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Potential payments of clinical, regulatory and commercial milestones | 335 | |||
Kite Collaboration Agreement | Next Generation Autologous CAR-T Cell Therapy Product | Maximum | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Potential payments of clinical, regulatory and commercial milestones | 635 | |||
Kite Collaboration Agreement | Non-autologous CAR-T Cell Therapy Product | Maximum | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Potential payments of clinical, regulatory and commercial milestones | $ 507.5 | |||
Gilead Common Stock Purchase Agreement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares purchased | 3,478,261 | |||
Shares purchased price per share | $ 28.75 | |||
Discount on sale of common stock | $ 15.3 | |||
Gilead Common Stock Purchase Agreement | Gilead | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Equity investment | $ 100 |
Collaboration Agreement - Sched
Collaboration Agreement - Schedule of Balances in Contract Liability (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Fixed transaction price | $ 220,925 |
Reimbursable costs for the nine months ended September 30, 2023 | 41,516 |
Less: revenue recognized as of September 30, 2023 | (47,171) |
Total contract liability | 215,270 |
Less current portion | (94,180) |
Noncurrent portion | $ 121,090 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Finance lease liabilities, current | $ 48,286,000 | $ 48,286,000 | $ 33,060,000 | |
Accrued liabilities | 16,916,000 | 16,916,000 | 11,679,000 | |
Accounts payable | 7,185,000 | $ 7,185,000 | $ 9,053,000 | |
Contracts cancelable period | 30 days | |||
Maximum development milestones receivable | 28,800,000 | $ 28,800,000 | ||
Maximum commercial milestones receivable | 52,000,000 | $ 52,000,000 | ||
Lonza | ||||
Related Party Transaction [Line Items] | ||||
Prior notification period to terminate arrangement | 12 months | |||
Minimum non-cancellable costs | 58,400,000 | $ 58,400,000 | ||
Finance lease liabilities, current | 48,300,000 | 48,300,000 | ||
Accrued liabilities | 1,300,000 | 1,300,000 | ||
Accounts payable | 14,100,000 | 14,100,000 | ||
Payments for non-cancellable costs | $ 10,600,000 | $ 31,100,000 | $ 13,700,000 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Research and development accrued expenses | $ 3,462 | $ 3,201 |
Accrued bonus | 3,238 | 5,347 |
Other liabilities | 10,216 | 3,131 |
Total accrued liabilities | $ 16,916 | $ 11,679 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Jul. 31, 2022 USD ($) ft² | May 31, 2022 USD ($) ft² | Sep. 30, 2023 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Undiscounted minimum lease payments | $ 93,195 | $ 93,195 | ||
Undiscounted finance lease value | 56,009 | $ 56,009 | ||
Lonza | ||||
Lessee, Lease, Description [Line Items] | ||||
Prior notification period to terminate arrangement | 12 months | |||
Finance lease expiration date | 2024-12 | |||
Undiscounted finance lease value | 51,700 | $ 51,700 | ||
Discounted value using the expected payment timeline | $ 48,500 | $ 48,500 | ||
Incremental borrowing rate | 10.80% | 10.80% | ||
Increase in lease liability | $ 15,900 | |||
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 | 54,300 | $ 54,300 | ||
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 | 33,100 | $ 33,100 | ||
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 | $ 2,800 | ||
Operating lease, discount rate | 10.20% | |||
Increase in operating lease right-of-use asset and lease liability | $ 1,300 | $ 1,300 | ||
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) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Right-of-use assets with no alternative future use | $ 16,985 | $ 63,147 | $ 18,247 | $ 63,147 |
Amortization of right-of-use assets | 25 | 25 | 75 | 77 |
Interest on lease liabilities | 960 | 598 | 2,871 | 604 |
Operating lease costs | 1,529 | 1,472 | 4,597 | 2,299 |
Short-term lease costs | 8 | 7 | 24 | 750 |
Variable lease costs | 2,293 | 675 | 5,435 | 953 |
Total lease costs | $ 21,800 | $ 65,924 | $ 31,249 | $ 67,830 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jan. 01, 2022 |
Leases [Abstract] | ||
Operating Leases, Remainder of 2023 | $ 1,523 | |
Operating Leases, 2024 | 7,554 | |
Operating Leases, 2025 | 8,161 | |
Operating Leases, 2026 | 8,412 | |
Operating Leases, 2027 | 8,672 | |
Operating Leases, 2028 | 8,939 | |
Operating Leases, Thereafter | 49,934 | |
Total operating lease payments | 93,195 | |
Less: Tenant improvement incentive | (4,719) | |
Less: Operating Leases, imputed interest | (33,798) | |
Present value of total operating lease liabilities | 54,678 | $ 5,400 |
Finance Leases, Remainder of 2023 | 20,226 | |
Finance Leases, 2024 | 35,783 | |
Total finance lease payments | 56,009 | |
Less: Finance Leases, imputed interest | (1,968) | |
Present value of total finance lease liabilities | $ 54,041 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Lessee Disclosure [Abstract] | ||
Operating cash flows from finance leases | $ 3,810 | |
Operating cash flows from operating leases | 2,826 | $ 1,191 |
Financing cash flows from finance leases | 14,010 | 9,295 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 18,046 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 1,296 | $ 29,562 |
Leases - Summary of Weighted-Av
Leases - Summary of Weighted-Average Remaining Lease Terms And Discount Rates (Details) | Sep. 30, 2023 |
Leases [Abstract] | |
Weighted-average remaining lease term - finance leases | 1 year 3 months 18 days |
Weighted-average remaining lease term - operating leases | 10 years 7 months 6 days |
Weighted-average discount rate - finance leases | 10.80% |
Weighted-average discount rate - operating leases | 9.10% |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||||
Jan. 26, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | May 31, 2023 | |
Class of Stock [Line Items] | ||||||
Common stock aggregate offering maximum amount under at the market program | $ 350,000 | |||||
Proceeds from issuance of private placement | $ 9,958 | |||||
Common stock voting rights | one vote | |||||
Gilead Common Stock Purchase Agreement | ||||||
Class of Stock [Line Items] | ||||||
Shares issued, price per share | $ 28.75 | |||||
Kite Collaboration Agreement | ||||||
Class of Stock [Line Items] | ||||||
Shares issued, price per share | $ 4.39 | |||||
Discount on shares sold | $ 15,300 | $ 15,300 | ||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Dividends declared or paid | $ 0 | |||||
IPO | Redeemable Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares issued upon conversion of preferred stock | 24,785,564 | |||||
Private Placement | Gilead Common Stock Purchase Agreement | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction | 3,478,261 | |||||
Sale of stock, price per share | $ 28.75 | |||||
Proceeds from issuance of private placement | $ 100,000 | $ 100,000 | ||||
At-the-Market Offering | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction | 0 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 31, 2023 shares | Jun. 30, 2021 shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Scenario shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | $ 10,614 | $ 5,329 | $ 31,174 | $ 15,754 | |||
2022 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock units, granted | shares | 6,502,174 | ||||||
2017 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock units, outstanding | shares | 6,269,300 | 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 | 6,502,174 | ||||||
Percentage increase in common stock reserve for future issuance | 5% | ||||||
General and Administrative Expense | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | $ 7,783 | 3,778 | $ 22,940 | 10,480 | |||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | 5,372 | 3,569 | $ 15,279 | 10,997 | |||
Stock Options | 2017 and 2022 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 10 years | ||||||
Stock Options | 2017 and 2022 Equity Incentive Plan | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
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 | $ | $ 3,149 | 1,162 | $ 9,090 | 2,807 | |||
Restricted Stock Units | 2022 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock units, granted | shares | 809,491 | ||||||
Restricted stock units, outstanding | shares | 1,415,795 | 1,415,795 | 927,954 | ||||
Restricted stock units, vested | shares | 284,047 | ||||||
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 | $ | $ 1,963 | $ 598 | $ 6,374 | $ 1,950 | |||
Restricted Stock Units | Change in Control | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fair value of the RSU award | $ | 10,999 | ||||||
Restricted Stock Units | Semi Annual Measurement | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fair value of the RSU award | $ | 13,811 | ||||||
Restricted Stock Units | January 2023 RSU Grant | Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | $ 1,400 | $ 4,700 | |||||
Restricted stock units, granted | shares | 495,000 | 0 | |||||
Vesting description | Each RSU granted in the 2023 RSU Award entitles the chief executive officer to one share of common stock upon vesting subject to the service, performance, and market conditions. | ||||||
Restricted stock units, outstanding | shares | 495,000 | 495,000 | |||||
Number of vesting scenarios | Scenario | 2 | ||||||
Restricted Stock Units | January 2023 RSU Grant | IPO | Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting description | The Company’s Enterprise Value is determined using the total market capitalization of the Company based on the average closing trading price of one share of the Company’s common stock over the 60-day period ending on the day prior to the applicable semi-annual measurement date, less cash. On the semi-annual measurement date, (i) one-sixth of the award will vest if a minimum Enterprise Value of $2.5 billion is achieved, (ii) all of the award will vest if a $5.0 billion Enterprise Value is achieved, and (iii) a portion of the award will vest based on a straight-line interpolation if an Enterprise Value of between $2.5 billion and $5.0 billion is achieved. | ||||||
Restricted Stock Units | January 2023 RSU Grant | 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 award will vest if a minimum deal consideration of $2.5 billion is achieved, (ii) all of the award will vest if a $5.0 billion deal consideration is achieved, and (iii) a portion of the award will vest based on a straight-line interpolation if a deal consideration of between $2.5 billion and $5.0 billion is achieved. | ||||||
Restricted Stock Units | January 2023 RSU Grant | Semi Annual Measurement | Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Anticipated service period | 10 years | ||||||
Fair value of the RSU award | $ | $ 13,800 | ||||||
Restricted Stock Units | June and December 2021 RSU Grant | Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock units, granted | shares | 952,804 | ||||||
Vesting description | Each RSU granted in the 2021 RSU Award entitles the chief executive officer to one share of common stock upon vesting subject to the service, performance, and market conditions. | ||||||
Restricted stock units, outstanding | shares | 952,804 | 952,804 | 952,804 | ||||
Restricted stock units, vested | shares | 0 | 0 | |||||
Restricted Stock Units | June and December 2021 RSU Grant | IPO | Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Anticipated service period | 10 years | ||||||
Fair value of the RSU award | $ | $ 10,300 | ||||||
Restricted Stock Units | June and December 2021 RSU Grant | General and Administrative Expense | Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | $ 500 | $ 1,700 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 10,614 | $ 5,329 | $ 31,174 | $ 15,754 |
Stock Options | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 5,372 | 3,569 | 15,279 | 10,997 |
Restricted Stock Units | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 3,149 | 1,162 | 9,090 | 2,807 |
Restricted Stock Units | Chief Executive Officer | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 1,963 | $ 598 | 6,374 | $ 1,950 |
ESPP | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 130 | $ 431 |
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 10,614 | $ 5,329 | $ 31,174 | $ 15,754 |
Research and Development Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 2,831 | 1,551 | 8,234 | 5,274 |
General and Administrative Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 7,783 | $ 3,778 | $ 22,940 | $ 10,480 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) - Stock Options - 2017 and 2022 Equity Incentive Plan $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | shares | 8,053,704 | |
Number of Shares, Granted | shares | 890,358 | |
Number of Shares, Forfeited | shares | (18,816) | |
Number of Shares, Exercised | shares | (776,837) | |
Number of Shares, Outstanding, Ending balance | shares | 8,148,409 | 8,053,704 |
Number of Shares, Exercisable | shares | 4,112,539 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 9.59 | |
Weighted Average Exercise Price, Granted | $ / shares | 31.56 | |
Weighted Average Exercise Price, Forfeited | $ / shares | 10.86 | |
Weighted Average Exercise Price, Exercised | $ / shares | 5.9 | |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | 12.34 | $ 9.59 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 8.88 | |
Weighted Average Remaining Contractual Life (Years), Outstanding | 8 years | 8 years 3 months 18 days |
Weighted Average Remaining Contractual Life (Years), Exercisable | 7 years 8 months 12 days | |
Aggregate Intrinsic Value, Outstanding | $ | $ 191,980 | $ 172,294 |
Aggregate Intrinsic Value, Exercisable | $ | $ 111,054 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Restricted Stock Units Activity (Details) - 2022 Equity Incentive Plan | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Granted | 6,502,174 |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Outstanding, Beginning balance | 927,954 |
Number of Shares, Granted | 809,491 |
Number of Shares, Vested | (284,047) |
Number of Shares, Forfeited | (37,603) |
Number of Shares, Outstanding, Ending balance | 1,415,795 |
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ / shares | $ 17.2 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 31.56 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 16.72 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 22.77 |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | $ / shares | $ 25.36 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Assumptions used in Determining Grant Date Fair Value of RSU Awards (Details) - Restricted Stock Units (RSUs) [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Semi Annual Measurement | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Time to liquidity event | 10 years |
Expected volatility | 75% |
Risk free interest rate | 3.80% |
Fair value of the 2023 RSU award | $ 13,811 |
Change in Control | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Time to liquidity event | 5 years |
Expected volatility | 75% |
Risk free interest rate | 3.90% |
Fair value of the 2023 RSU award | $ 10,999 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ (6,000) | $ 0 | $ 41,000 | $ 0 |
Tax benefits of losses previously incurred | $ 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 | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 11,025,901 | 10,274,811 |
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 | 8,148,409 | 8,440,383 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 1,415,795 | 881,624 |
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 | 1,447,804 | 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 | 13,893 |