Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 11, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TSHA | |
Entity Registrant Name | Taysha Gene Therapies, Inc. | |
Entity Central Index Key | 0001806310 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity File Number | 001-39536 | |
Entity Tax Identification Number | 84-3199512 | |
Entity Address, Address Line One | 3000 Pegasus Park Drive | |
Entity Address, Address Line Two | Ste 1430 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75247 | |
City Area Code | 214 | |
Local Phone Number | 612-0000 | |
Entity Common Stock, Shares Outstanding | 37,917,473 | |
Title of 12(b) Security | Common stock, par value $0.00001 per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 228,684 | $ 251,253 |
Prepaid expenses and other current assets | 10,817 | 6,626 |
Deferred offering costs | 128 | |
Total current assets | 239,629 | 257,879 |
Deferred lease asset | 703 | 715 |
Property, plant and equipment, net | 2,497 | 287 |
Total assets | 242,829 | 258,881 |
Current liabilities | ||
Accounts payable | 4,083 | 1,994 |
Accrued expenses and other current liabilities | 14,875 | 5,135 |
Total current liabilities | 18,958 | 7,129 |
Other non-current liabilities | 999 | 450 |
Total liabilities | 19,957 | 7,579 |
Commitments and contingencies - Note 10 | ||
Stockholders' equity | ||
Preferred stock, $0.00001 par value per share; 10,000,000 shares authorized and no shares issued and outstanding as of March 31, 2021 and December 31, 2020 | ||
Common stock, $0.00001 par value per share; 200,000,000 shares authorized and 37,761,435 issued and outstanding as of March 31, 2021 and December 31, 2020 | ||
Additional paid-in capital | 316,022 | 312,428 |
Accumulated deficit | (93,150) | (61,126) |
Total stockholders’ equity | 222,872 | 251,302 |
Total liabilities and stockholders' equity | $ 242,829 | $ 258,881 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 37,761,435 | 37,761,435 |
Common stock, shares outstanding | 37,761,435 | 37,761,435 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 23,854 | $ 5,514 |
General and administrative | 8,236 | 70 |
Total operating expenses | 32,090 | 5,584 |
Loss from operations | (32,090) | (5,584) |
Other income (expense): | ||
Change in fair value of preferred stock tranche liability | 200 | 180 |
Interest income | 66 | |
Interest expense | (27) | |
Total other income, net | 66 | 153 |
Net loss | $ (32,024) | $ (5,431) |
Net loss per common share, basic and diluted | $ (0.87) | $ (0.50) |
Weighted average common shares outstanding, basic and diluted | 36,992,377 | 10,894,999 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Series A Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2019 | $ (135) | $ 980 | $ (1,115) | ||
Balance, shares at Dec. 31, 2019 | 10,894,999 | ||||
Issuance of convertible preferred stock | $ 16,520 | ||||
Issuance of convertible preferred stock, shares | 6,000,000 | ||||
Net loss | (5,431) | (5,431) | |||
Balance at Mar. 31, 2020 | (5,566) | 980 | (6,546) | ||
Balance, shares at Mar. 31, 2020 | 10,894,999 | ||||
Convertible preferred stock balance, shares at Mar. 31, 2020 | 6,000,000 | ||||
Convertible preferred stock balance at Mar. 31, 2020 | $ 16,520 | ||||
Balance at Dec. 31, 2020 | $ 251,302 | 312,428 | (61,126) | ||
Balance, shares at Dec. 31, 2020 | 37,761,435 | 37,761,435 | |||
Stock-based compensation | $ 3,594 | 3,594 | |||
Net loss | (32,024) | (32,024) | |||
Balance at Mar. 31, 2021 | $ 222,872 | $ 316,022 | $ (93,150) | ||
Balance, shares at Mar. 31, 2021 | 37,761,435 | 37,761,435 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) (Unaudited) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Issuance of preferred stock tranche liability | $ 1,050 |
Series A Convertible Preferred Stock | |
Issuance of convertible preferred stock, offering costs | $ 430 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (32,024,000) | $ (5,431,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 32,000 | 0 |
Change in fair value of preferred stock tranche liability | (200,000) | (180,000) |
Research and development license expense | 5,500,000 | 3,000,000 |
Stock-based compensation | 3,594,000 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (4,184,000) | 0 |
Accounts payable | 1,872,000 | 0 |
Accrued expenses and other liabilities | 3,183,000 | 907,000 |
Due to related party | (8,000) | 5,000 |
Net cash used in operating activities | (22,035,000) | (1,699,000) |
Cash flows from investing activities | ||
Purchase of property, plant and equipment | (534,000) | 0 |
Net cash used in investing activities | (534,000) | 0 |
Cash flows from financing activities | ||
Proceeds from issuances of Series A convertible preferred stock | 18,000,000 | |
Proceeds from note payable to related party | 1,673,000 | |
Repayment of note payable to related party | (1,646,000) | |
Net cash provided by financing activities | 18,027,000 | |
Net (decrease) increase in cash and cash equivalents | (22,569,000) | 16,328,000 |
Cash at the beginning of the period | 251,253,000 | 0 |
Cash at the end of the period | 228,684,000 | 16,328,000 |
Supplemental disclosure of noncash investing and financing activities: | ||
Purchase of research and development license not yet paid | 5,500,000 | 3,000,000 |
Property, plant and equipment in accounts payable and accrued expenses | 1,101,000 | 0 |
Acquisition of property, plant and equipment funded by landlord | 607,000 | 0 |
Deferred offering costs not yet paid | $ 128,000 | 0 |
Allocation of preferred stock tranche liability | 1,050,000 | |
Series A issuance costs not yet paid | $ 430,000 |
Organization and Description of
Organization and Description of Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business Operations | Taysha Gene Therapies, Inc. (the “Company” or “Taysha”) was originally formed under the laws of the State of Texas on September 20, 2019 (“Inception”). Taysha converted to a Delaware corporation on February 13, 2020, which had no impact to the Company’s par value or issued and authorized capital structure. Taysha is a patient-centric gene therapy company focused on developing and commercializing AAV-based gene therapies for the treatment of monogenic diseases of the central nervous system in both rare and large patient populations. Stock Split On September 16, 2020, the Company effected a 1.0895-for-one stock split of its authorized, issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s convertible preferred stock as discussed in Note 5. Accordingly, all share and per share amounts for the periods presented in the accompanying condensed consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this stock split and adjustment of the convertible preferred stock conversion ratios. On September 16, 2020, the Company also increased the number of shares of common stock authorized for issuance under the 2020 Equity Incentive Plan (the “Existing Plan”) to 3,845,294. Initial Public Offering On September 23, 2020, the Company’s registration statement on Form S-1 (File No. 333-248559) related to the initial public offering (“IPO”) of its common stock became effective and on September 28, 2020, the IPO closed. Pursuant to the IPO, the Company issued and sold 9,050,000 shares of common stock at a public offering price of $20.00 per share, which included 1,180,434 shares of common stock issued upon the exercise in full of the underwriters’ option to purchase additional shares. The Company received net proceeds of $165.9 million after deducting underwriting discounts and commissions and other offering costs of $2.5 million. The shares began trading on the Nasdaq Global Select Market on September 24, 2020. On September 28, 2020, in connection with the closing of the IPO, 10,000,000 shares of Series A and 5,647,048 shares of Series B convertible preferred stock automatically converted into an aggregate of 17,047,378 shares of common stock with a conversion ratio of 1.0895 shares of common stock for each share of Series A and Series B convertible preferred stock. As a result of the IPO, including the underwriters’ exercise in full of their option to purchase additional shares, and the conversions of the Series A and B convertible preferred stock, the Company’s total number of outstanding shares increased by 26,097,378 immediately following the closing of the IPO. Upon the effectiveness of the Company’s registration statement related to the IPO, the Company’s 2020 Stock Incentive Plan (the “New Plan”) and 2020 Employee Stock Purchase Plan became effective. At that time, all shares reserved for issuance under the Existing Plan ceased to be available for issuance under such plan and became available for issuance under the New Plan. Liquidity and Capital Resources The Company has incurred operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As of March 31, 2021, the Company had an accumulated deficit of $93.2 million. Prior to the closing of the Company’s IPO, between March and July 2020, the Company closed on the sale of an aggregate of 10,000,000 shares of Series A convertible preferred stock for gross proceeds of $30.0 million. Between July and August 2020, the Company closed on the sale of an aggregate of 5,647,048 shares of Series B convertible preferred stock for gross proceeds of $96.0 million. Future capital requirements will depend on many factors, including the timing and extent of spending on research and development and the market acceptance of the Company’s products. The Company will need to obtain additional financing in order to complete clinical studies and launch and commercialize any product candidates for which it receives regulatory approval. There can be no assurance that such financing will be available or will be on terms acceptable to the Company. As of March 31, 2021, the Company had cash of million which the Company believes will be sufficient to fund its planned operations for a period of at least twelve months from the date of issuance of these condensed consolidated financial statements. In December 2019, the novel coronavirus (“COVID-19”) emerged and has subsequently spread worldwide. The World Health Organization has declared COVID-19 a global pandemic, resulting in federal, state and local governments and private entities implementing various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders, and advisories and quarantining people who may have been exposed to the virus. The Company has been actively monitoring COVID-19 and its impact globally. Management believes the financial results for the three months ended March 31, 2021 were not significantly impacted by COVID-19. In addition, management believes the remote working arrangements and travel restrictions imposed by various governmental jurisdictions have had limited impact on the Company’s ability to maintain internal operations during the three months ended March 31, 2021. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP") as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X and are consistent in all material respects with those included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission ("SEC") on March 3, 2021 (the “2020 Annual Report”). In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The consolidated balance sheet as of December 31, 2020 is derived from audited financial statements, however, it does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in the Company’s 2020 Annual Report. Principles of Consolidation The accompanying interim condensed consolidated financial statements include the accounts of Taysha and its inactive wholly owned U.S. subsidiaries that were incorporated during 2020. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of 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 financial statements and the reported amounts of expenses during the reporting period. The most significant estimates and assumptions in the Company’s financial statements relate to the determination of the fair value of the common stock prior to the IPO (as an input into stock-based compensation), estimating preclinical manufacturing accruals and accrued or prepaid research and development expenses, and the valuation of the preferred stock tranche liability. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. In response to the ongoing and rapidly evolving COVID-19 pandemic, management considered the impact of the estimated economic implications on the Company’s critical and significant accounting estimates, including assessment of impairment of long-lived assets. Significant Accounting Policies There have been no changes in the Company’s significant accounting policies as disclosed in Note 2 to the audited consolidated financial statements included in the 2020 Annual Report. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), as amended, with guidance regarding the accounting for and disclosure of leases. This update requires lessees to recognize the liabilities related to all leases, including operating leases, with a term greater than 12 months on the balance sheets. This update also requires lessees and lessors to disclose key information about their leasing transactions. This guidance will become effective for the Company for annual reporting periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The new standard requires the use of one of the following two approaches, either (1) retrospectively to each prior reporting period presented in the financial statements with the cumulative effect recognized at the beginning of the earliest comparative period presented, or (2) retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. The Company has not yet concluded which approach will be utilized to adopt the new standard and is currently evaluating the impact of this standard on its consolidated financial statements. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 3—Balance Sheet Components Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2021 December 31, 2020 Prepaid research and development $ 6,281 $ 2,462 Prepaid insurance 1,654 2,480 Prepaid bonus 1,115 409 Prepaid clinical trial 928 944 Other 839 331 Total prepaid expenses and other current assets $ 10,817 $ 6,626 Property, plant and equipment consisted of the following (in thousands): March 31, 2021 December 31, 2020 Computer equipment $ 242 $ 95 Laboratory equipment 407 — Construction in progress 1,889 201 2,538 296 Accumulated depreciation (41 ) (9 ) Property, plant and equipment, net $ 2,497 $ 287 Depreciation expense was $32,000 for the three months ended March 31, 2021. There was no depreciation expense for the three months ended March 31, 2020. Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2021 December 31, 2020 Accrued research and development $ 5,672 $ 2,106 Accrued license fees 5,500 — Accrued compensation 1,427 1,766 Accrued professional and consulting fees 1,119 999 Accrued construction in progress 1,029 173 Other 128 91 Total accrued expenses and other current liabilities $ 14,875 $ 5,135 |
Research, Collaboration and Lic
Research, Collaboration and License Agreements | 3 Months Ended |
Mar. 31, 2021 | |
Research Collaboration And License Agreements [Abstract] | |
Research, Collaboration and License Agreements | Note 4—Research, Collaboration and License Agreements UT Southwestern Agreement On November 19, 2019, the Company entered into a research, collaboration and license agreement (“UT Southwestern Agreement”) with the Board of Regents of the University of Texas System on behalf of The University of Texas Southwestern Medical Center (“UT Southwestern”). Under the UT Southwestern Agreement, UT Southwestern is primarily responsible for preclinical development activities with respect to licensed products for use in certain specified indications (up to investigational new drug application-enabling studies), and the Company is responsible for all subsequent clinical development and commercialization activities with respect to the licensed products. UT Southwestern will conduct such preclinical activities for a two-year period under mutually agreed upon sponsored research agreements that were entered into beginning in April 2020. During the initial research phase, the Company has the right to expand the scope of specified indications under the UT Southwestern Agreement. In connection with the UT Southwestern Agreement, the Company obtained an exclusive, worldwide, royalty-free license under certain patent rights of UT Southwestern and a non-exclusive, worldwide, royalty-free license under certain know-how of UT Southwestern, in each case to make, have made, use, sell, offer for sale and import licensed products for use in certain specified indications. Additionally, the Company obtained a non-exclusive, worldwide, royalty-free license under certain patents and know-how of UT Southwestern for use in all human uses, with a right of first refusal to obtain an exclusive license under certain of such patent rights and an option to negotiate an exclusive license under other of such patent rights. The Company is required to use commercially reasonable efforts to develop, obtain regulatory approval for, and commercialize at least one licensed product. On April 2, 2020, the Company amended the UT Southwestern Agreement to include the addition of another licensed product and certain indications, and a right of first refusal to the Company over certain patient dosing patents. No additional consideration was transferred in connection with this amendment. The UT Southwestern Agreement expires on a country-by-country and licensed product-by-licensed product basis upon the expiration of the last valid claim of a licensed patent in such country for such licensed product. After the initial research term, the Company may terminate the agreement, on an indication-by-indication and licensed product-by-licensed product basis, at any time upon specified written notice to UT Southwestern. Either party may terminate the agreement upon an uncured material breach of the agreement or insolvency of the other party. In November 2019, as partial consideration for the license rights granted under the UT Southwestern Agreement, the Company issued 2,179,000 shares of its common stock, or 20% of its then outstanding fully-diluted common stock, to UT Southwestern. As additional consideration, UT Southwestern was entitled to receive additional shares if their holdings fell below 10% on a fully-diluted basis before or as a result of the completion of a qualified financing. In March 2020, following the initial closing of the Series A convertible preferred stock agreement, which met the definition of such qualified financing, the anti-dilution feature expired and no additional shares were issued. The Company does not have any future milestone or royalty obligations to UT Southwestern under the UT Southwestern Agreement other than costs related to maintenance of patents. Queen’s Agreement In late December 2019, the Company entered into a research grant agreement (“RGA”) with Queen’s University at Kingston (“Queen’s”), for certain research and development activities related to the generation of AAV9 vector. The Company committed to fund $3.8 million under the RGA with Queen’s. The Company issued Queen’s a promise-to-pay note whereby any amounts paid directly by Queen’s for the manufacture of the vector for use in the funded research activities, to the extent such amounts had not already been funded by the Company to Queen’s, would become a loan obligation for the Company (the “Note”), subject to an interest rate of 6%. Any amounts outstanding under the Note were required to be repaid, along with any accrued interest, by or before June 30, 2020. In the event of default, any amount outstanding was deemed immediately payable by RA Session II, the Company’s President and Chief Executive Officer, as a personal guarantor (see Note 8). For the period from Inception through December 31, 2019, the Company did not incur any expenses associated with the Queen’s RGA, and no amounts were due or outstanding under the Note as of December 31, 2019. For the year ended December 31, 2020, the Company paid all expenses associated with the Queen’s RGA, thus no amounts were due or outstanding under the Note as of December 31, 2020, and the promise-to-pay has therefore expired. On February 21, 2020, the Company entered into a license agreement with Queen’s (the “Queen’s Agreement”) to obtain the exclusive perpetual, royalty-bearing license, with the right to sublicense through multiple tiers, under certain patent rights and know-how of Queen’s, including certain improvements to such patent rights and know-how, to develop products in any field which use one or more valid claims of the patents licensed under the Queen’s Agreement (the “Licensed Patents”), or the technology, information and intellectual property related to the patents licensed under the Queen’s Agreement (together with the Licensed Patents, the “Licensed Products”), and to make, have made, use, sell, offer for sale, import and export Licensed Products and otherwise exploit such patents and know-how for use in certain specified indications. In exchange for the rights granted to the Company, the Company made a cash payment of $3.0 million in April 2020 which is recorded in research and development expenses in the condensed consolidated statements of operations for the three months ended March 31, 2020. The Company is obligated to make aggregate cash payments of up to $10.0 million upon the completion of a combination of regulatory milestones and up to $10.0 million upon the completion of a combination of commercial milestones. In further consideration of the rights granted, beginning with the Company’s first commercial sale of the Licensed Products, the Company will also pay an annual earned royalty in the low single digits on net sales of Licensed Products, subject to certain customary reductions, and a percentage of non-royalty sublicensing revenue ranging in the low double digits. Royalties are payable, on a Licensed Products-by-Licensed Products and a country-by-country basis, until expiration of the last valid claim of a Licensed Patent covering such Licensed Products in such country and the expiration of any regulatory exclusivity for such Licensed Products in such country. Abeona CLN1 Agreements In August 2020, the Company entered into license and inventory purchase agreements with Abeona Therapeutics Inc. (“Abeona”) for worldwide exclusive rights to certain intellectual property rights and know-how relating to the research, development and manufacture of ABO-202, an AAV-based gene therapy for CLN1 disease (also known as infantile Batten disease). Under the terms of the agreements, the Company made initial cash payments to Abeona of $3.0 million for the license fee and $4.0 million for purchase of clinical materials and reimbursement for previously incurred development costs in October 2020. In exchange for the license rights, the Company recorded an aggregate of $7.0 million within research and development expenses in the consolidated statements of operations for the year ended December 31, 2020 since the acquired license or acquired inventory do not have an alternative future use. The Company is obligated to make up to $26.0 million in regulatory-related milestones and up to $30.0 million in sales-related milestones per licensed CLN1 product. The Company will also pay an annual earned royalty in the high single digits on net sales of any licensed CLN1 products. The license agreement expires on a country-by-country and licensed product-by-licensed product basis upon the expiration of the last royalty term of a licensed product. Either party may terminate the agreement upon an uncured material breach of the agreement or insolvency of the other party. The Company may terminate the license agreement for convenience upon specified prior written notice to Abeona. No additional milestone payments were made in connection with this agreement during the three months ended March 31, 2021. Abeona Rett Agreement On October 29, 2020, the Company entered into a license agreement (the “Abeona Rett Agreement”) with Abeona pursuant to which the Company obtained an exclusive, worldwide, royalty-bearing license, with the right to grant sublicenses under certain patents, know-how and materials originally developed by the University of North Carolina at Chapel Hill, the University of Edinburgh and Abeona to research, develop, manufacture, have manufactured, use, and commercialize licensed products for gene therapy and the use of related transgenes for Rett syndrome. Subject to certain obligations of Abeona, the Company is required to use commercially reasonable efforts to develop at least one licensed product and commercialize at least one licensed product in the United States. In connection with the Abeona Rett Agreement, the Company paid Abeona a one-time upfront license fee of $3.0 million which is recorded in research and development expenses in the consolidated statements of operations for the year ended December 31, 2020 since the acquired license does not have an alternative future use. The Company is obligated to pay Abeona up to $26.5 million in regulatory-related milestones and up to $30.0 million in sales-related milestones per licensed Rett product and high single-digit royalties on net sales of licensed Rett products. Royalties are payable on a licensed product-by-licensed product and country-by-country basis until the latest of the expiration or revocation or complete rejection of the last licensed patent covering such licensed product in the country where the licensed product is sold, the loss of market exclusivity in such country where the product is sold, or, if no licensed product exists in such country and no market exclusivity exists in such country, ten years from first commercial sale of such licensed product in such country. The Abeona Rett Agreement expires on a country-by-country and licensed product-by-licensed product basis upon the expiration of the last royalty term of a licensed product. Either party may terminate the agreement upon an uncured material breach of the agreement or insolvency of the other party. The Company may terminate the agreement for convenience upon specified prior written notice to Abeona. No additional milestone payments were made in connection with the Abeona Rett Agreement during the three months ended March 31, 2021. Acquisition of Worldwide Rights for TSHA-120 for the treatment of GAN In March 2021, the Company acquired the exclusive worldwide rights to a clinical-stage AAV9 gene therapy program, now known as TSHA-120, for the treatment of Giant Axonal Neuropathy (“GAN”). TSHA-120 is an intrathecally dosed AAV9 gene therapy currently being evaluated in a clinical trial for the treatment of GAN. The trial is being conducted by the National Institutes of Health in close collaboration with a leading patient advocacy group focused on finding treatments and cures for GAN. TSHA-120 has received rare pediatric disease and orphan drug designations from the U.S. Food and Drug Administration for the treatment of GAN. The worldwide rights was acquired through a license agreement, effective March 29, 2021, between Hannah’s Hope Fund for Giant Axonal Neuropathy, Inc. (“HHF”). Under the terms of the agreement, in exchange for granting the Company the exclusive worldwide rights to TSHA-120, HHF will receive an upfront payment of $5.5 million and will be eligible to receive clinical, regulatory and commercial milestones totaling up to $19.3 million, as well as a low, single-digit royalty on net sales upon commercialization of the product. In exchange for the license rights, the Company recorded an aggregate of $5.5 million within research and development expenses in the condensed consolidated statements of operations since the acquired license does not have an alternative future use. This license fee was not paid as of March 31, 2021 and has been recorded in accrued expenses and other current liabilities. |
Stockholders' Equity (Deficit),
Stockholders' Equity (Deficit), Convertible Preferred Stock and Tranche Liability | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit), Convertible Preferred Stock and Tranche Liability | Note 5—Stockholders’ Equity (Deficit), Convertible Preferred Stock and Tranche Liability Authorized Shares The Company amended its certificate of incorporation on March 4, 2020, July 2, 2020 and again on July 28, 2020 such that the total number of shares of common stock authorized to be issued was increased to 32,685,000, and the total number of shares of preferred stock authorized to be issued was increased to 15,647,052, of which 10,000,000 preferred shares were designated Series A convertible preferred stock and 5,647,052 were designated Series B convertible preferred stock. On September 28, 2020, the Company amended its certificate of incorporation such that the total number of shares of common stock authorized to be issued was increased to 200,000,000, and the total number of shares of new preferred stock authorized to be issued was 10,000,000. As of March 31, 2021 and December 31, 2020, no shares of preferred stock were issued or outstanding. IPO On September 28, 2020, the Company issued an aggregate of 7,869,566 shares of common stock in the IPO, and on September 29, 2020, the Company issued an aggregate of 1,180,434 shares of common stock upon the underwriters’ exercise in full of their option to purchase additional shares, each at the public offering price of $20.00 per share less underwriting discounts and commissions. In connection with the IPO, the Company received gross proceeds of $181.0 million, which was offset by issuance costs, including underwriters’ discounts and commissions, of approximately $15.1 million. Series A and B convertible preferred stock On March 4, 2020, the Company entered into a purchase agreement (the “Series A Purchase Agreement”) providing for a private placement of up to 10,000,000 shares of Series A convertible preferred stock at an original issuance price of $3.00 per share, subject to separate closings, including: (1) 6,000,000 shares at the initial closing on March 4, 2020, and (2) 2,000,000 shares at each of two subsequent closings triggered by the achievement of specific clinical milestones. The Series A Purchase Agreement obligated the Company to issue and sell and the Series A investors to purchase up to a total of 4,000,000 additional shares of Series A convertible preferred stock (the “Milestone Shares”) at the same price per share upon the achievement of certain defined clinical milestones (the “tranche liability”). The determination as to whether the milestone events had been met was subject to certification by the Board of Directors. Each Series A investor had the right, but not the obligation, to purchase all or any portion of the Milestone Shares at any time in its sole option and in its sole and absolute discretion, whether or not the Company had achieved the applicable clinical milestone. On June 30, 2020, several affiliated Series A investors elected to exercise in full their options to purchase 200,000 shares, representing all of their remaining pro-rata portion of the Milestone Shares, prior to the Company’s achievement of the clinical milestones for gross proceeds of $0.6 million. The remainder of the Series A investors exercised in full their options to purchase 3,800,000 shares, representing all of their remaining pro-rata portion of the Milestone Shares, prior to the Company’s achievement of the clinical milestones, for gross proceeds of $11.4 million between July 1, 2020 and July 2, 2020. As part of this issuance, the Company issued and sold 3,266,667 shares to PBM TGT Holdings, LLC and 400,000 shares to Nolan Capital, LLC, which stockholders are controlled by certain members of the Company’s board of directors. On July 2, 2020, the Company entered into a purchase agreement (the “Series B Purchase Agreement”), as later amended on July 28, 2020, providing for a private placement of up to 5,647,052 shares of Series B convertible preferred stock. The Company sold 5,647,048 shares of Series B convertible preferred stock at a price of $17.00 per share in multiple closings in July and August 2020 for gross proceeds of $96.0 million. The majority of investors that participated in the Series B Purchase Agreement were new investors. As described above, in connection with the closing of the IPO, all shares of Series A and Series B convertible preferred stock were automatically converted into an aggregate of 17,047,378 shares of common stock with a conversion ratio, which was adjusted for the stock split, of 1.0895 shares of common stock for each share of Series A and Series B convertible preferred stock then outstanding. Series A convertible preferred stock tranche liability The Company concluded that the tranche liability met the definition of a freestanding financial instrument, as it was legally detachable and separately exercisable from the initial closing of the Series A convertible preferred stock. The estimated fair value of the tranche liability was determined using a Monte Carlo simulation at the initial issuance date. As of March 4, 2020, the simulations occurred based on the implied aggregate equity value of the Company derived from the Series A convertible preferred stock offering price of $3.00 per share, along with, in part, the following subjective assumptions: risk-free rate of 0.59%, an expected volatility of 80%, the expected term to a liquidity event of 1 year, and a 60% probability of achieving the clinical milestones and timing thereof. Subsequently, the estimated fair value of the tranche liability was determined using a backsolve approach at June 30, 2020, immediately prior to the issuance of the Milestone Shares, which was calculated based on the aggregate equity value of the Company derived from the Series B convertible preferred stock offering price of $17.00 per share. The subsequent remeasurement also considered, in part, a risk-free rate of 0.17%, an expected volatility of 80%, and the expected term to a liquidity event of 0.5 years. Based on the analysis, the Company recorded a preferred stock tranche liability of $1.1 million at the issue date to account for the obligation to issue the Milestone Shares at a predetermined fixed price at a future settlement date. The Company remeasured the tranche liability at March 31, 2020, resulting in a gain of $0.2 million that was recorded in other income, net in the condensed consolidated statements of operations. The tranche liability was again later remeasured to fair value and reclassified to convertible preferred stock when the remaining Milestone Shares were sold to the investors. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 6—Stock-Based Compensation On July 1, 2020, the Company’s board of directors approved the Existing Plan which permits the granting of incentive stock options, non-statutory stock options, stock appreciation rights, RSAs, RSUs and other stock-based awards to employees, directors, officers and consultants. On July 1, 2020, 3,529,412 shares of common stock were authorized for issuance under the Existing Plan. On September 16, 2020, the Company increased the number of shares of common stock authorized for issuance under the Existing Plan to 3,845,294. On September 16, 2020, the Company’s stockholders approved the New Plan, which became effective upon the execution of the underwriting agreement in connection with the IPO. The number of shares available for future issuance under the New Plan is the sum of (1) 3,390,168 new shares of common stock, (2) 209,841 remaining shares of common stock reserved under the Existing Plan that became available for issuance upon the effectiveness of the New Plan and (3) the number of shares of common stock subject to outstanding awards under the Existing Plan when the New Plan became effective that thereafter expire or are forfeited, canceled, withheld to satisfy tax withholding or to purchase or exercise an award, repurchased by the Company or are otherwise terminated. At December 31, 2020, there were 2,941,509 shares available for future grant under the New Plan. The number of shares of common stock reserved for issuance under the New Plan will automatically increase on January 1 of each year, for a period of ten years, from January 1, 2021 continuing through January 1, 2030, by 5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. On January 1, 2021 the board of directors increased the number of common stock reserved for issuance under the New Plan by 1,434,934 shares. Furthermore, on September 16, 2020, the Company’s stockholders approved the Employee Stock Purchase Plan (“ESPP”), which became effective upon the execution of the underwriting agreement in connection with the IPO. The maximum number of shares of common stock that may be issued under the ESPP will not exceed 362,000 shares of common stock, plus the number of shares of common stock that are automatically added on January 1st of each year for a period of up to ten years, commencing on the first January 1 following the IPO Date and ending on (and including) January 1, 2030, in an amount equal to the lesser of (i) one percent (1.0%) of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year, and (ii) 724,000 shares of common stock. No shares have been added to the ESPP as of January 1, 2021 and no issuances have been made under the ESPP as of March 31, 2021. Stock Options On July 1, 2020, options to purchase 2,896,782 shares of common stock under the Existing Plan were awarded to certain employees and consultants of the Company with an exercise price per share of $0.80, which were expected to vest over a four-year period, all of which were subsequently cancelled (the “Cancelled Options”). The grant date fair value of the Cancelled Options was $13.8 million at the original grant date. In exchange, the Company awarded 2,518,932 RSUs on September 2, 2020, which are expected to vest over a four-year term. The Company accounted for the changes in award terms as a modification in accordance with ASC 718 Compensation – Stock Compensation. The modification was accounted for as an exchange of the original award for a new award with total compensation cost equal to the grant-date fair value of the original award plus any incremental value measured on the modification date. The Company determined that there was no incremental value as the fair value of the original award immediately before the modification was greater than the fair value of the new award immediately after the modification. Accordingly, the Company continues to recognize the remaining compensation cost of the Cancelled Options over the vesting period of the RSUs. For the three months ended March 31, 2021, 1,621,900 shares of common stock under the New Plan were awarded with a weighted-average grant date fair value per share of $18.75. The stock options vest over four years and have a ten-year contractual term. The following weighted-average assumptions were used to estimate the fair value of stock options that were granted during the three months ended March 31, 2021: Risk-free interest rate 0.64 % Expected dividend yield — Expected term in years 6.1 Expected volatility 75 % The following table summarizes stock option activity, during the three months ended March 31, 2021: Weighted Weighted Average Aggregate Average Remaining Intrinsic Stock Exercise Contractual Value Options Price Life (in years) (in thousands) Outstanding at December 31, 2020 674,842 20.68 9.8 $ 3,953 Options granted 1,621,900 28.81 Options cancelled or forfeited (10,600 ) 26.87 Outstanding at March 31, 2021 2,286,142 $ 26.42 9.8 $ 213 Vested and expected to vest at March 31, 2021 2,286,142 $ 26.42 9.8 $ 213 Options exercisable at March 31, 2021 27,552 $ 20.44 9.5 $ 6 The aggregate intrinsic value in the above table is calculated as the difference between the fair value of the Company’s common stock as of March 31, 2021 and the exercise price of the stock options. As of March 31, 2021, the total unrecognized compensation related to unvested stock option awards granted was $37.0 million, which the Company expects to recognize over a weighted-average period of approximately 3.7 years. Restricted Stock Units On September 2, 2020, the Company issued 331,121 RSUs to an employee under the Existing Plan; 25% of the shares of common stock underlying the RSUs vest at each anniversary over a four-year period. The RSUs are subject to a service-based vesting condition. The RSUs were also subject to a liquidity-based performance vesting condition that was met upon the closing of the IPO. The Company at any time may accelerate the vesting of the RSUs. Such shares are not accounted for as outstanding until they vest. As of March 31, 2021, the total unrecognized compensation related to unvested RSUs granted, including the remaining compensation cost associated with the RSUs granted on September 2, 2020 in exchange for the Cancelled Options, was $15.4 million which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 1.7 years. Weighted Average Grant Date Number Fair Value of Shares per Share Nonvested at January 1, 2021 2,850,053 $ 6.37 Restricted units granted — — Vested — — Nonvested at March 31, 2021 2,850,053 $ 6.37 Restricted Stock Awards RA Session II, the Company’s President and Chief Executive Officer, was awarded 769,058 RSAs under the Existing Plan on July 1, 2020, which are expected to vest over a three-year term, subject to continuous employment. As of March 31, 2021, the total unrecognized compensation related to unvested RSAs granted was $3.0 million which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.0 years. The fair value of these RSAs at the grant date of July 1, 2020 was $5.28 per share. The Company’s RSA activity for the three months ended March 31, 2021 was as follows: Weighted Average Grant Date Number Fair Value of Shares per Share Nonvested at December 31, 2020 769,058 $ 5.28 Restricted stock granted — — Vested — — Nonvested at March 31, 2021 769,058 $ 5.28 The following table summarizes the total stock-based compensation expense for the stock options, RSAs and RSUs recorded in the condensed consolidated statements of operations for the three months ended March 31, 2021 (in thousands): For the Three Months Ended March 31, 2021 Research and development expense $ 1,579 General and administrative expense 2,015 Total $ 3,594 |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Note 7—Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Since the Company had a net loss in all periods presented, basic and diluted net loss per common share are the same. The following table represents the calculation of basic and diluted net loss per common share (in thousands, except share and per share data): For the Three Months Ended March 31, 2021 2020 Net loss $ (32,024 ) $ (5,431 ) Weighted-average shares of common stock outstanding used to compute net loss per common share, basic and diluted 36,992,377 10,894,999 Net loss per common share, basic and diluted $ (0.87 ) $ (0.50 ) The following common stock equivalents outstanding as of March 31, 2021 and 2020 were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti‑dilutive: March 31, 2021 March 31, 2020 Unvested RSUs 2,850,053 — Unvested RSAs 769,058 — Stock options 2,286,142 — Series A convertible preferred stock — 6,000,000 Total 5,905,253 6,000,000 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8—Related Party Transactions RA Session II, President and Chief Executive Officer and a member of the Company’s board of directors, was a guarantor under the Guaranty and Security Agreement between himself, Queen’s and the Company, and in the event of the Company’s failure to fund its obligations under the RGA with Queen’s, had personally guaranteed payments due by the Company to Queen’s. In addition, the Company entered into two secured promissory notes with Mr. Session in January 2020 for an aggregate of $1.67 million, with 10% interest. The Company secured the notes with a first priority security interest in certain assets of the Company. During March 2020, the Company repaid $1.65 million of the notes, and the remaining balance was repaid in July 2020. In March 2020, the Company entered into a services agreement with PBM Capital Group, LLC (“PBM”), an affiliate of PBM TGT Holdings, LLC whereby PBM provides accounting and other administrative and management services related to payroll administration, human resources, bookkeeping, preparation of financial statements and tax returns, accounts payable and receivable, and other similar functions for a fee of $2,500 per month. Paul B. Manning, a member of the Company’s board of directors and a holder of more than 5% of the Company’s capital stock, is the Chief Executive Officer of PBM Capital Group, LLC and has sole voting and investment power with respect to the shares held by PBM TGT Holdings, LLC. In September 2020, PBM TGT Holdings, LLC distributed all of the shares of Series A convertible preferred stock it previously held to its beneficial owners, including Mr. Manning and entities controlled by Mr. Manning, for no additional consideration in accordance with the terms of its operating agreement. As of March 31, 2021, and December 31, 2020, the Company had recorded an immaterial amount due to PBM in the consolidated balance sheets. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9—Income Taxes Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. There is no provision for income taxes because the Company has incurred operating losses and capitalized certain items for income tax purposes since its inception and maintains a full valuation allowance against its net deferred tax assets. The reported amount of income tax expense for the period differs from the amount that would result from applying the federal statutory tax rate to net loss before taxes primarily because of the change in valuation allowance. As of March 31, 2021, there were no material changes to either the nature or the amounts of the uncertain tax positions previously determined for the year ended December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10—Commitments and Contingencies Litigation The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Commitments In the normal course of business, the Company enters into contracts that contain a variety of indemnifications with its employees, licensors, suppliers and service providers. The Company’s maximum exposure under these arrangements is unknown at March 31, 2021. The Company does not anticipate recognizing any significant losses relating to these arrangements. Durham Lease On December 17, 2020, the Company entered into a lease agreement (the “Durham Lease”) with Patriot Park Partners II, LLC, a Delaware limited liability company (the “Durham Landlord”), pursuant to which the Company agreed to lease approximately 187,500 square feet of a manufacturing facility located at 5 National Way, Durham, North Carolina (the “Facility”). The Durham Lease commenced on April 1, 2021 and is expected to have a term of approximately fifteen years and six months. The Company has two options to extend the term of the Durham Lease, each for a period of an additional five years. The Company was not required to provide a security deposit in connection with its entry into the Durham Lease. The Company will be responsible for constructing interior improvements within the Facility. The Durham Landlord has the right to terminate the Durham Lease upon specified events of default, including the Company’s failure to pay rent in a timely manner and upon the occurrence of certain events of insolvency with respect to the Company. The Company may terminate the Durham Lease if construction of the base building shell of the Facility is not complete by May 16, 2021. The Company incurred initial direct costs to enter into the Durham Lease of approximately $0.8 million. The costs have been recorded on the consolidated balance sheets as a deferred lease asset and will be amortized into earnings over the term of the Durham Lease. Dallas Lease On January 11, 2021, the Company entered into a lease agreement (the “Dallas Lease”) with Pegasus Park, LLC, a Delaware limited liability company (the “Dallas Landlord”), pursuant to which the Company will lease approximately 15,000 square feet of office space at 3000 Pegasus Park Drive, Dallas, Texas 75247 (the “Office Space”). The Lease commences on the date on which certain improvements to the Office Space have been made and the Office Space is tendered to the Company for possession, which the Company and the Dallas Landlord presently anticipate to be delivered on or about May 15, 2021, and will have a term of approximately ten years. The Company has an option to extend the term of the Lease for one additional period of five years. The Company’s obligation for the payment of base rent for the Office Space will initially be approximately $32,500 per month and will increase annually, up to an estimated monthly base rent of $50,000 during the term of the Lease. The Company is obligated to pay operating costs and utilities applicable to the Office Space. The Company was required to provide a security deposit of $32,500 in connection with its entry into the Lease. Total future minimum lease payments under the Dallas Lease over the initial 10 year term are approximately $4.9 million. The Company has a right of first refusal with respect to certain additional adjacent office space before the Dallas Landlord accepts any offer for such space. The Landlord has the right to terminate the Lease, or the Company’s right to possess the Office Space without terminating the Lease, upon specified events of default, including the Company’s failure to pay rent in a timely manner and upon the occurrence of certain events of insolvency with respect to the Company. The Company may terminate the Lease if the Office Space is not delivered will all improvements to be made by the Landlord pursuant to the Lease substantially completed by May 31, 2021. As of March 31, 2021, the Company recognized approximately $0.6 million of lease construction incentive based on the construction allowance provided. The construction incentive has been recorded on the consolidated balance sheets as a deferred lease incentive obligation and will be amortized into earnings as a deduction of rent expense over the term of the Dallas Lease. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP") as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X and are consistent in all material respects with those included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission ("SEC") on March 3, 2021 (the “2020 Annual Report”). In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The consolidated balance sheet as of December 31, 2020 is derived from audited financial statements, however, it does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in the Company’s 2020 Annual Report. |
Principles of Consolidation | Principles of Consolidation The accompanying interim condensed consolidated financial statements include the accounts of Taysha and its inactive wholly owned U.S. subsidiaries that were incorporated during 2020. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of 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 financial statements and the reported amounts of expenses during the reporting period. The most significant estimates and assumptions in the Company’s financial statements relate to the determination of the fair value of the common stock prior to the IPO (as an input into stock-based compensation), estimating preclinical manufacturing accruals and accrued or prepaid research and development expenses, and the valuation of the preferred stock tranche liability. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. In response to the ongoing and rapidly evolving COVID-19 pandemic, management considered the impact of the estimated economic implications on the Company’s critical and significant accounting estimates, including assessment of impairment of long-lived assets. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), as amended, with guidance regarding the accounting for and disclosure of leases. This update requires lessees to recognize the liabilities related to all leases, including operating leases, with a term greater than 12 months on the balance sheets. This update also requires lessees and lessors to disclose key information about their leasing transactions. This guidance will become effective for the Company for annual reporting periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The new standard requires the use of one of the following two approaches, either (1) retrospectively to each prior reporting period presented in the financial statements with the cumulative effect recognized at the beginning of the earliest comparative period presented, or (2) retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. The Company has not yet concluded which approach will be utilized to adopt the new standard and is currently evaluating the impact of this standard on its consolidated financial statements. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2021 December 31, 2020 Prepaid research and development $ 6,281 $ 2,462 Prepaid insurance 1,654 2,480 Prepaid bonus 1,115 409 Prepaid clinical trial 928 944 Other 839 331 Total prepaid expenses and other current assets $ 10,817 $ 6,626 |
Schedule of Property Plant and Equipment | March 31, 2021 December 31, 2020 Computer equipment $ 242 $ 95 Laboratory equipment 407 — Construction in progress 1,889 201 2,538 296 Accumulated depreciation (41 ) (9 ) Property, plant and equipment, net $ 2,497 $ 287 |
Schedule Of Accrued Expense And Other Current Labilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2021 December 31, 2020 Accrued research and development $ 5,672 $ 2,106 Accrued license fees 5,500 — Accrued compensation 1,427 1,766 Accrued professional and consulting fees 1,119 999 Accrued construction in progress 1,029 173 Other 128 91 Total accrued expenses and other current liabilities $ 14,875 $ 5,135 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of Restricted Stock Units Activity | The Company’s RSU activity for the three months ended March 31, 2021 was as follows: Weighted Average Grant Date Number Fair Value of Shares per Share Nonvested at January 1, 2021 2,850,053 $ 6.37 Restricted units granted — — Vested — — Nonvested at March 31, 2021 2,850,053 $ 6.37 |
Schedule of Restricted Stock Awards Activity | The Company’s RSA activity for the three months ended March 31, 2021 was as follows: Weighted Average Grant Date Number Fair Value of Shares per Share Nonvested at December 31, 2020 769,058 $ 5.28 Restricted stock granted — — Vested — — Nonvested at March 31, 2021 769,058 $ 5.28 |
Schedule of Total Stock-Based Compensation Expense for Stock Options, RSAs and RSUs (Detail) | The following table summarizes the total stock-based compensation expense for the stock options, RSAs and RSUs recorded in the condensed consolidated statements of operations for the three months ended March 31, 2021 (in thousands): For the Three Months Ended March 31, 2021 Research and development expense $ 1,579 General and administrative expense 2,015 Total $ 3,594 |
Stock Options | |
Schedule of Assumptions Used to Estimate Fair Value of Stock Options and Cancelled Options | The following weighted-average assumptions were used to estimate the fair value of stock options that were granted during the three months ended March 31, 2021: Risk-free interest rate 0.64 % Expected dividend yield — Expected term in years 6.1 Expected volatility 75 % |
Schedule of Stock Option Activity | The following table summarizes stock option activity, during the three months ended March 31, 2021: Weighted Weighted Average Aggregate Average Remaining Intrinsic Stock Exercise Contractual Value Options Price Life (in years) (in thousands) Outstanding at December 31, 2020 674,842 20.68 9.8 $ 3,953 Options granted 1,621,900 28.81 Options cancelled or forfeited (10,600 ) 26.87 Outstanding at March 31, 2021 2,286,142 $ 26.42 9.8 $ 213 Vested and expected to vest at March 31, 2021 2,286,142 $ 26.42 9.8 $ 213 Options exercisable at March 31, 2021 27,552 $ 20.44 9.5 $ 6 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Loss Per Common Share | The following table represents the calculation of basic and diluted net loss per common share (in thousands, except share and per share data): For the Three Months Ended March 31, 2021 2020 Net loss $ (32,024 ) $ (5,431 ) Weighted-average shares of common stock outstanding used to compute net loss per common share, basic and diluted 36,992,377 10,894,999 Net loss per common share, basic and diluted $ (0.87 ) $ (0.50 ) |
Schedule of Common Stock Equivalents Outstanding Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stockholders | The following common stock equivalents outstanding as of March 31, 2021 and 2020 were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti‑dilutive: March 31, 2021 March 31, 2020 Unvested RSUs 2,850,053 — Unvested RSAs 769,058 — Stock options 2,286,142 — Series A convertible preferred stock — 6,000,000 Total 5,905,253 6,000,000 |
Organization and Description _2
Organization and Description of Business Operations - Additional Information (Details) $ / shares in Units, $ in Thousands | Sep. 29, 2020shares | Sep. 28, 2020USD ($)$ / sharesshares | Sep. 16, 2020shares | Aug. 31, 2020USD ($)shares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Jul. 31, 2020USD ($)shares | Dec. 31, 2020USD ($) | Jul. 01, 2020shares |
Organization and Description of Business Operations [Line Items] | |||||||||
Date of incorporation | Feb. 13, 2020 | ||||||||
Accumulated deficit | $ | $ (93,150) | $ (61,126) | |||||||
Gross proceeds from sale of convertible preferred stock | $ | $ 18,000 | ||||||||
Cash | $ | $ 228,700 | ||||||||
Series A Convertible Preferred Stock | |||||||||
Organization and Description of Business Operations [Line Items] | |||||||||
Conversion of convertible preferred stock to common stock, shares | 10,000,000 | ||||||||
Aggregate shares sold | 10,000,000 | ||||||||
Gross proceeds from sale of convertible preferred stock | $ | $ 30,000 | ||||||||
Series B Convertible Preferred Stock | |||||||||
Organization and Description of Business Operations [Line Items] | |||||||||
Conversion of convertible preferred stock to common stock, shares | 5,647,048 | ||||||||
Aggregate shares sold | 5,647,048 | ||||||||
Gross proceeds from sale of convertible preferred stock | $ | $ 96,000 | ||||||||
Underwriters’ Option to Purchase Additional Shares | |||||||||
Organization and Description of Business Operations [Line Items] | |||||||||
Issuance of shares of common stock, shares | 1,180,434 | 1,180,434 | |||||||
IPO | |||||||||
Organization and Description of Business Operations [Line Items] | |||||||||
Issuance of shares of common stock, shares | 7,869,566 | 9,050,000 | |||||||
Share issue price per share | $ / shares | $ 20 | $ 20 | |||||||
Net proceeds from issuance of common stock | $ | $ 165,900 | ||||||||
Underwriting discounts and commissions and other offering costs | $ | $ 2,500 | ||||||||
Increase in outstanding shares | 26,097,378 | ||||||||
2020 Equity Incentive Plan | |||||||||
Organization and Description of Business Operations [Line Items] | |||||||||
Number of common stock authorized for issuance | 3,845,294 | ||||||||
Common Stock | |||||||||
Organization and Description of Business Operations [Line Items] | |||||||||
Conversion ratio | 1.0895 | 1.0895 | |||||||
Conversion of stock, shares issued | 17,047,378 | ||||||||
Common Stock | 2020 Equity Incentive Plan | |||||||||
Organization and Description of Business Operations [Line Items] | |||||||||
Number of common stock authorized for issuance | 3,845,294 | 3,529,412 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid research and development | $ 6,281 | $ 2,462 |
Prepaid insurance | 1,654 | 2,480 |
Prepaid bonus | 1,115 | 409 |
Prepaid clinical trial | 928 | 944 |
Other | 839 | 331 |
Total prepaid expenses and other current assets | $ 10,817 | $ 6,626 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Property Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,538 | $ 296 |
Accumulated depreciation | (41) | (9) |
Property, plant and equipment, net | 2,497 | 287 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 242 | 95 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 407 | |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,889 | $ 201 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | ||
Depreciation expense | $ 32,000 | $ 0 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued research and development | $ 5,672 | $ 2,106 |
Accrued license fees | 5,500 | |
Accrued compensation | 1,427 | 1,766 |
Accrued professional and consulting fees | 1,119 | 999 |
Accrued construction in progress | 1,029 | 173 |
Other | 128 | 91 |
Total accrued expenses and other current liabilities | $ 14,875 | $ 5,135 |
Research, Collaboration and L_2
Research, Collaboration and License Agreements - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2021USD ($)shares | Oct. 31, 2020USD ($) | Aug. 31, 2020USD ($) | Apr. 30, 2020Product | Dec. 31, 2019USD ($) | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)shares | Oct. 29, 2020USD ($) | Feb. 21, 2020USD ($) | Nov. 30, 2019shares | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Common stock, shares issued | shares | 37,761,435 | 37,761,435 | 37,761,435 | ||||||||
Research and development | $ 23,854,000 | $ 5,514,000 | |||||||||
TSHA-120 | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Research and development | $ 5,500,000 | ||||||||||
Upfront payment | 5,500,000 | ||||||||||
Clinical, regulatory and commercial milestones to be received | $ 19,300,000 | 19,300,000 | |||||||||
UT Southwestern Agreement | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Preclinical activities period under sponsored research agreements | 2 years | ||||||||||
Minimum licensed product to develop obtain regulatory approval for and commercialize | Product | 1 | ||||||||||
Common stock, shares issued | shares | 0 | 2,179,000 | |||||||||
Percentage of fully diluted common stock shares outstanding | 20.00% | ||||||||||
Percentage of entitled to receive additional shares on fully diluted basis | 10.00% | ||||||||||
Queen's Agreement | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Research grant of committed fund amount | $ 3,800,000 | ||||||||||
Percentage of interest rate | 6.00% | ||||||||||
Research grant outstanding fund amount | $ 0 | ||||||||||
Queen's Agreement | Research and Development Expense | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Cash payment to acquire license agreement | $ 3,000,000 | ||||||||||
Queen's Agreement | Maximum | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
License agreement regulatory milestones payment | $ 10,000,000 | ||||||||||
License agreement commercial milestones payment | $ 10,000,000 | ||||||||||
Abeona CLN1 Agreements | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
License fee payment | $ 3,000,000 | ||||||||||
Purchase of clinical materials and reimbursement incurred development costs | $ 4,000,000 | ||||||||||
Research and development | 7,000,000 | ||||||||||
Additional milestone payments | 0 | ||||||||||
Abeona CLN1 Agreements | Maximum | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
License and inventory purchase agreement regulatory related milestones payment | 26,000,000 | ||||||||||
License and inventory purchase agreement sales related milestones payment | $ 30,000,000 | ||||||||||
Abeona | Abeona Rett Agreement | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Additional milestone payments | $ 0 | ||||||||||
Payment of one-time upfront license fee | $ 3,000,000 | ||||||||||
Abeona | Maximum | Abeona Rett Agreement | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Regulatory related milestones obligation payable | $ 26,500,000 | ||||||||||
Sale-related milestones per licensed product and royalties on net sales of licensed products payable | $ 30,000,000 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit), Convertible Preferred Stock and Tranche Liability - Additional Information (Details) $ / shares in Units, $ in Thousands | Sep. 29, 2020shares | Sep. 28, 2020USD ($)$ / sharesshares | Sep. 16, 2020 | Jul. 28, 2020$ / sharesshares | Jul. 02, 2020USD ($)shares | Jun. 30, 2020USD ($)$ / sharesshares | Mar. 05, 2020shares | Mar. 04, 2020USD ($)$ / sharesshares | Aug. 31, 2020USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Jul. 31, 2020USD ($) | Dec. 31, 2020shares |
Class Of Stock [Line Items] | |||||||||||||
Common stock, shares authorized | 200,000,000 | 32,685,000 | 200,000,000 | 200,000,000 | |||||||||
Convertible preferred stock, shares authorized | 15,647,052 | ||||||||||||
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||
Proceeds from issuances of Series A convertible preferred stock | $ | $ 18,000 | ||||||||||||
Preferred stock tranche liability | $ | $ 1,100 | ||||||||||||
Change in fair value of preferred stock tranche liability | $ | $ 200 | $ 180 | |||||||||||
Common Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Conversion of stock, shares issued | 17,047,378 | ||||||||||||
Conversion ratio | 1.0895 | 1.0895 | |||||||||||
IPO | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares issued during period | 7,869,566 | 9,050,000 | |||||||||||
Share issue price per share | $ / shares | $ 20 | $ 20 | |||||||||||
Gross proceeds from issuance of common stock | $ | $ 181,000 | ||||||||||||
Stock issuance costs, including underwriters’ discounts and commissions | $ | $ 15,100 | ||||||||||||
Underwriters’ Option to Purchase Additional Shares | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares issued during period | 1,180,434 | 1,180,434 | |||||||||||
Series A Convertible Preferred Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock, shares authorized | 10,000,000 | ||||||||||||
Number of share options exercised | 3,800,000 | 200,000 | |||||||||||
Clinical milestones for gross proceeds | $ | $ 11,400 | $ 600 | |||||||||||
Proceeds from issuances of Series A convertible preferred stock | $ | $ 30,000 | ||||||||||||
Convertible preferred stock tranche liability, offering price | $ / shares | $ 3 | ||||||||||||
Convertible preferred stock tranche liability, term | 1 year | ||||||||||||
Series A Convertible Preferred Stock | Risk Free Rate | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock tranche liability, measurement input | 0.0059 | ||||||||||||
Series A Convertible Preferred Stock | Expected Volatility | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock tranche liability, measurement input | 0.80 | ||||||||||||
Series A Convertible Preferred Stock | Probability of Achieving Clinical Milestones and Timing | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock tranche liability, measurement input | 0.60 | ||||||||||||
Series A Convertible Preferred Stock | PBM TGT Holdings, LLC | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares issued during period | 3,266,667 | ||||||||||||
Series A Convertible Preferred Stock | Nolan Capital, LLC | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares issued during period | 400,000 | ||||||||||||
Series A Convertible Preferred Stock | Private Placement | Series A Purchase Agreement | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Share issue price per share | $ / shares | $ 3 | ||||||||||||
Series A Convertible Preferred Stock | Private Placement | Series A Purchase Agreement | Maximum | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares issued during period | 10,000,000 | ||||||||||||
Series A Convertible Preferred Stock | Private Placement | Initial Closing | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares issued during period | 6,000,000 | ||||||||||||
Series A Convertible Preferred Stock | Private Placement | Achievement of Specific Clinical Milestone One | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares issued during period | 2,000,000 | ||||||||||||
Series A Convertible Preferred Stock | Private Placement | Achievement of Specific Clinical Milestone Two | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares issued during period | 2,000,000 | ||||||||||||
Series A Convertible Preferred Stock | Private Placement | Upon Achievement of Certain Defined Clinical Milestones | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares issued during period | 4,000,000 | ||||||||||||
Series B Convertible Preferred Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock, shares authorized | 5,647,052 | ||||||||||||
Proceeds from issuances of Series A convertible preferred stock | $ | $ 96,000 | ||||||||||||
Convertible preferred stock tranche liability, offering price | $ / shares | $ 17 | ||||||||||||
Convertible preferred stock tranche liability, term | 6 months | ||||||||||||
Series B Convertible Preferred Stock | Risk Free Rate | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock tranche liability, measurement input | 0.0017 | ||||||||||||
Series B Convertible Preferred Stock | Expected Volatility | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock tranche liability, measurement input | 0.80 | ||||||||||||
Series B Convertible Preferred Stock | Private Placement | Series B Purchase Agreement | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares issued during period | 5,647,048 | ||||||||||||
Share issue price per share | $ / shares | $ 17 | ||||||||||||
Proceeds from issuances of Series A convertible preferred stock | $ | $ 96,000 | ||||||||||||
Series B Convertible Preferred Stock | Private Placement | Series B Purchase Agreement | Maximum | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares issued during period | 5,647,052 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Jan. 01, 2021 | Sep. 16, 2020 | Sep. 02, 2020 | Jul. 01, 2020 | Mar. 31, 2021 |
Employee Stock Purchase Plan (“ESPP”) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for future issuance | 724,000 | ||||
Share-based payment award, expiration period | 10 years | ||||
Share-based payment award, expiration date | Jan. 1, 2030 | ||||
Percentage of automatic increase every year in common stock shares reserved for future issuance | 1.00% | ||||
Share-based payment award, terms of award issuance | The number of shares of common stock that are automatically added on January 1st of each year for a period of up to ten years, commencing on the first January 1 following the IPO Date and ending on (and including) January 1, 2030, in an amount equal to the lesser of (i) one percent (1.0%) of the total number of shares of capital stock outstanding on December 31st of the preceding calendar year, and (ii) 724,000 shares of common stock. | ||||
Share-based payment award, options granted | 0 | ||||
Number of shares of common stock issued under ESPP | 0 | ||||
Employee Stock Purchase Plan (“ESPP”) | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares authorized for issuance | 362,000 | ||||
Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, compensation cost not yet recognized, weighted-average period of recognition | 1 year 8 months 12 days | ||||
Share-based payment award, unvested RSU/RSA granted, compensation cost not yet recognized | $ 15,400,000 | ||||
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, options granted | 1,621,900 | ||||
Share-based payment award, options granted, exercise price per share | $ 28.81 | ||||
Share-based payment award, options, compensation cost not yet recognized | $ 37,000,000 | ||||
Share-based payment award, compensation cost not yet recognized, weighted-average period of recognition | 3 years 8 months 12 days | ||||
Restricted Stock Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, compensation cost not yet recognized, weighted-average period of recognition | 2 years | ||||
Share-based payment award, unvested RSU/RSA granted, compensation cost not yet recognized | $ 3,000,000 | ||||
Share-based payment award, RSU/RSA granted, weighted average grant date fair value | $ 5.28 | ||||
2020 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares authorized for issuance | 3,845,294 | ||||
Common stock reserved for future issuance | 209,841 | ||||
Share-based payment award, plan modification, incremental cost | $ 0 | ||||
2020 Equity Incentive Plan | Cancelled Options | Certain Employees and Consultants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, options granted | 2,896,782 | ||||
Share-based payment award, options granted, exercise price per share | $ 0.80 | ||||
Award vesting period | 4 years | ||||
Share-based payment award, options grant date fair value | $ 13,800,000 | ||||
2020 Equity Incentive Plan | Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Number of shares awarded | 2,518,932 | ||||
Share-based payment award, RSU/RSA granted | 331,121 | ||||
2020 Equity Incentive Plan | Restricted Stock Units | Share-based Payment Arrangement, Tranche One | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, vesting rights percentage | 25.00% | ||||
2020 Equity Incentive Plan | Restricted Stock Units | Share-based Payment Arrangement, Tranche Two | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, vesting rights percentage | 25.00% | ||||
2020 Equity Incentive Plan | Restricted Stock Units | Share-based Payment Arrangement, Tranche Three | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, vesting rights percentage | 25.00% | ||||
2020 Equity Incentive Plan | Restricted Stock Units | Share-based Payment Arrangement, Tranche Four | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, vesting rights percentage | 25.00% | ||||
2020 Equity Incentive Plan | Restricted Stock Awards | RA Session II | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, RSU/RSA granted | 769,058 | ||||
Award requisite service vesting period | 3 years | ||||
2020 Equity Incentive Plan | Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares authorized for issuance | 3,845,294 | 3,529,412 | |||
New Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for future issuance | 1,434,934 | 3,390,168 | |||
Share-based payment award, expiration period | 10 years | ||||
Share-based payment award, commencement date | Jan. 1, 2021 | ||||
Share-based payment award, expiration date | Jan. 1, 2030 | ||||
Percentage of automatic increase every year in common stock shares reserved for future issuance | 5.00% | ||||
Share-based payment award, terms of award issuance | At December 31, 2020, there were 2,941,509 shares available for future grant under the New Plan. The number of shares of common stock reserved for issuance under the New Plan will automatically increase on January 1 of each year, for a period of ten years, from January 1, 2021 continuing through January 1, 2030, by 5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. On January 1, 2021 the board of directors increased the number of common stock reserved for issuance under the New Plan by 1,434,934 shares. | ||||
New Plan | Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, expiration period | 10 years | ||||
Share-based payment award, options granted | 1,621,900 | ||||
Award vesting period | 4 years | ||||
Share-based payment award, options, weighted-average grant date fair value | $ 18.75 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Estimate Fair Value of Stock Options and Cancelled Options (Details) - Stock Options | 3 Months Ended |
Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free interest rate | 0.64% |
Expected term in years | 6 years 1 month 6 days |
Expected volatility | 75.00% |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Outstanding. Stock Options, Beginning Balance | 674,842 | |
Options granted, Stock Options | 1,621,900 | |
Options cancelled or forfeited, Stock Options | (10,600) | |
Outstanding. Stock Options, Ending Balance | 2,286,142 | 674,842 |
Vested and expected to vest at March 31, 2021, Stock Options | 2,286,142 | |
Options exercisable at March 31, 2021, Stock Options | 27,552 | |
Outstanding, Weighted Average Exercise Price, Beginning balance | $ 20.68 | |
Options granted, Weighted Average Exercise Price | 28.81 | |
Options cancelled or forfeited, Weighted Average Exercise Price | 26.87 | |
Outstanding, Weighted Average Exercise Price, Ending balance | 26.42 | $ 20.68 |
Vested and expected to vest at March 31, 2021, Weighted Average Exercise Price | 26.42 | |
Options exercisable at March 31, 2021, Weighted Average Exercise Price | $ 20.44 | |
Outstanding, Weighted Average Remaining Contractual Life | 9 years 9 months 18 days | 9 years 9 months 18 days |
Vested and expected to vest at March 31, 2021, Weighted Average Remaining Contractual Life | 9 years 9 months 18 days | |
Weighted Average Remaining Contractual Life, Options exercisable at March 31, 2021 | 9 years 6 months | |
Outstanding, Aggregate Intrinsic Value, Beginning Balance | $ 3,953 | |
Outstanding, Aggregate Intrinsic Value, Ending Balance | 213 | $ 3,953 |
Vested and expected to vest at March 31, 2021, Aggregate Intrinsic Value | 213 | |
Options exercisable at March 31, 2021, Aggregate Intrinsic Value | $ 6 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Stock Awards Activity (Details) | Jul. 01, 2020$ / shares |
Restricted Stock Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Restricted units/stock granted, Weighted Average Grant Date Fair Value per Share | $ 5.28 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Total Stock-Based Compensation Expense for Stock Options, RSAs and RSUs (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Stock-based compensation expense | $ 3,594 |
Research and Development Expense | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Stock-based compensation expense | 1,579 |
General and Administrative Expense | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Stock-based compensation expense | $ 2,015 |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Calculation of Basic and Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (32,024) | $ (5,431) |
Weighted average common shares outstanding, basic and diluted | 36,992,377 | 10,894,999 |
Net loss per common share, basic and diluted | $ (0.87) | $ (0.50) |
Net Loss Per Common Share - S_2
Net Loss Per Common Share - Schedule of Common Stock Equivalents Outstanding Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 5,905,253 | 6,000,000 |
Unvested RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 2,850,053 | |
Unvested RSAs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 769,058 | |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 2,286,142 | |
Series A Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 6,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 1 Months Ended | ||
Mar. 31, 2020USD ($) | Jan. 31, 2020USD ($)PromissoryNote | Sep. 30, 2020USD ($) | |
PBM Capital Group, LLC | Services Agreement | |||
Related Party Transaction [Line Items] | |||
Accounting and other administrative and management services fee per month | $ 2,500 | ||
PBM TGT Holdings, LLC | |||
Related Party Transaction [Line Items] | |||
Additional consideration payable under operating agreement | $ 0 | ||
RA Session II | |||
Related Party Transaction [Line Items] | |||
Number of secured promissory notes | PromissoryNote | 2 | ||
Paul B. Manning | Services Agreement | |||
Related Party Transaction [Line Items] | |||
Ownership percentage more than capital stock | 5.00% | ||
Secured Promissory Notes | RA Session II | |||
Related Party Transaction [Line Items] | |||
Aggregate amount, related party transaction | $ 1,670,000 | ||
Percentage of interest rate | 10.00% | ||
Repayments of debt | $ 1,650,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Jan. 11, 2021USD ($)ft² | Dec. 17, 2020ft² | Mar. 31, 2021USD ($) |
Dallas Lease | |||
Loss Contingencies [Line Items] | |||
Lease construction incentive | $ 600,000 | ||
Durham Lease | |||
Loss Contingencies [Line Items] | |||
Number of operating lease landlord square feet manufacturing facility | ft² | 187,500 | ||
Operating lease commencement date | Apr. 1, 2021 | ||
Operating lease term of contract | 15 years 6 months | ||
Operating lease extend term of contract | 5 years | ||
Operating leases initial direct costs | $ 800,000 | ||
Dallas Lease | Pegasus Park L L C | |||
Loss Contingencies [Line Items] | |||
Number of operating lease landlord square feet manufacturing facility | ft² | 15,000 | ||
Operating lease commencement date | May 15, 2021 | ||
Operating lease term of contract | 10 years | ||
Operating lease extend term of contract | 5 years | ||
Lease, option to extend description | Company has an option to extend the term of the Lease for one additional period of five years. | ||
Lease, option to extend | true | ||
Obligation for payment of initial base rent for office space | $ 32,500,000 | ||
Maximum estimated monthly base rent increase annually during term of lease | 50,000,000 | ||
Security deposit | $ 32,500,000 | ||
Maximum construction allowance provided by landlord per rentable square foot | ft² | 40 | ||
Future minimum lease payments | $ 4,900,000 |
Uncategorized Items - tsha-2021
Label | Element | Value |
Restricted Stock Units R S U [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Number | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber | 2,850,053 |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Number | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber | 2,850,053 |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Weighted Average Grant Date Fair Value | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue | $ 6.37 |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Weighted Average Grant Date Fair Value | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue | $ 6.37 |
Restricted Stock [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Number | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber | 769,058 |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Number | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber | 769,058 |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Weighted Average Grant Date Fair Value | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue | $ 5.28 |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Weighted Average Grant Date Fair Value | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue | $ 5.28 |