Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40502 | |
Entity Registrant Name | Lyell Immunopharma, Inc. | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 83-1300510 | |
Entity Address Line | 201 Haskins Way | |
Entity Address City Or Town | South San Francisco | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 695-0677 | |
Security12b Title | Common Stock, $0.0001 par value per share | |
Trading Symbol | LYEL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 251,868,968 | |
Entity Central Index Key | 0001806952 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 286,214 | $ 123,554 |
Marketable securities | 289,217 | 516,598 |
Prepaid expenses and other current assets | 11,423 | 11,143 |
Total current assets | 586,854 | 651,295 |
Restricted cash | 283 | 280 |
Marketable securities, non-current | 22,729 | 70,117 |
Other investments | 32,001 | 44,924 |
Property and equipment, net | 108,096 | 123,023 |
Operating lease right-of-use assets | 40,603 | 43,242 |
Other non-current assets | 4,423 | 4,680 |
Total assets | 794,989 | 937,561 |
Current liabilities: | ||
Accounts payable | 4,365 | 3,917 |
Accrued liabilities and other current liabilities | 29,652 | 28,755 |
Success payment liabilities | 1,047 | 4,356 |
Total current liabilities | 35,064 | 37,028 |
Operating lease liabilities, non-current | 58,576 | 63,168 |
Other non-current liabilities | 3,776 | 4,113 |
Total liabilities | 97,416 | 104,309 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 10,000 shares authorized at September 30, 2023 and December 31, 2022; no shares issued and outstanding at September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.0001 par value; 500,000 shares authorized at September 30, 2023 and December 31, 2022; 251,869 and 249,567 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 25 | 25 |
Additional paid-in capital | 1,647,911 | 1,608,306 |
Accumulated other comprehensive loss | (1,181) | (7,599) |
Accumulated deficit | (949,182) | (767,480) |
Total stockholders’ equity | 697,573 | 833,252 |
Total liabilities and stockholders’ equity | $ 794,989 | $ 937,561 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock issued (in shares) | 251,869,000 | 249,567,000 |
Common stock outstanding (in shares) | 251,868,968 | 249,567,343 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Statement of Comprehensive Income [Abstract] | |||||
Revenue | [1] | $ 25 | $ 3 | $ 117 | $ 36,297 |
Operating expenses: | |||||
Research and development | 43,849 | 41,607 | 135,950 | 121,156 | |
General and administrative | 15,507 | 26,084 | 53,816 | 90,959 | |
Other operating income, net | (292) | (1,251) | (2,149) | (3,544) | |
Total operating expenses | 59,064 | 66,440 | 187,617 | 208,571 | |
Loss from operations | (59,039) | (66,437) | (187,500) | (172,274) | |
Interest income, net | 6,608 | 2,251 | 16,369 | 3,600 | |
Other income (expense), net | 1,578 | (1,068) | 2,352 | (1,047) | |
Impairment of other investments | 0 | (5,000) | (12,923) | (5,000) | |
Total other income (loss), net | 8,186 | (3,817) | 5,798 | (2,447) | |
Net loss | (50,853) | (70,254) | (181,702) | (174,721) | |
Other comprehensive loss: | |||||
Net unrealized gain (loss) on marketable securities | 1,198 | (1,645) | 6,418 | (8,373) | |
Comprehensive loss | $ (49,655) | $ (71,899) | $ (175,284) | $ (183,094) | |
Net loss per common share, basic (in dollars per share) | $ (0.20) | $ (0.28) | $ (0.73) | $ (0.71) | |
Net loss per common share, diluted (in dollars per share) | $ (0.20) | $ (0.28) | $ (0.73) | $ (0.71) | |
Weighted-average shares used to compute net loss per common share, basic (in shares) | 251,318 | 248,320 | 250,377 | 246,285 | |
Weighted-average shares used to compute net loss per common share, diluted (in shares) | 251,318 | 248,320 | 250,377 | 246,285 | |
[1](1) Including related-party revenue of zero for both the three months ended September 30, 2023 and 2022, and zero and $36,299 for the nine months ended September 30, 2023 and 2022, respectively. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Revenue | [1] | $ 25 | $ 3 | $ 117 | $ 36,297 |
Related Party | |||||
Revenue | $ 0 | $ 0 | $ 0 | $ 36,299 | |
[1](1) Including related-party revenue of zero for both the three months ended September 30, 2023 and 2022, and zero and $36,299 for the nine months ended September 30, 2023 and 2022, respectively. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 242,738,000 | ||||
Beginning balance at Dec. 31, 2021 | $ 929,787 | $ 24 | $ 1,515,748 | $ (1,623) | $ (584,362) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 3,513,000 | ||||
Issuance of common stock upon exercise of stock options | 9,252 | $ 1 | 9,251 | ||
Issuance of common stock under employee stock purchase plan (in shares) | 284,000 | ||||
Issuance of common stock under employee stock purchase plan | 887 | 887 | |||
Issuance of common stock in connection with restricted stock units, net of tax (in shares) | 105,000 | ||||
Issuance of common stock in connection with restricted stock units, net of tax | (367) | (367) | |||
Stock-based compensation (in shares) | 2,600,000 | ||||
Stock-based compensation | 63,561 | 63,561 | |||
Other comprehensive income (loss) | (8,373) | (8,373) | |||
Net loss | (174,721) | (174,721) | |||
Ending balance (in shares) at Sep. 30, 2022 | 249,240,000 | ||||
Ending balance at Sep. 30, 2022 | 820,026 | $ 25 | 1,589,080 | (9,996) | (759,083) |
Beginning balance (in shares) at Jun. 30, 2022 | 247,110,000 | ||||
Beginning balance at Jun. 30, 2022 | 868,042 | $ 25 | 1,565,197 | (8,351) | (688,829) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 1,375,000 | ||||
Issuance of common stock upon exercise of stock options | 5,127 | 5,127 | |||
Issuance of common stock in connection with restricted stock units, net of tax (in shares) | 105,000 | ||||
Issuance of common stock in connection with restricted stock units, net of tax | (367) | (367) | |||
Stock-based compensation (in shares) | 650,000 | ||||
Stock-based compensation | 19,123 | 19,123 | |||
Other comprehensive income (loss) | (1,645) | (1,645) | |||
Net loss | (70,254) | (70,254) | |||
Ending balance (in shares) at Sep. 30, 2022 | 249,240,000 | ||||
Ending balance at Sep. 30, 2022 | $ 820,026 | $ 25 | 1,589,080 | (9,996) | (759,083) |
Beginning balance (in shares) at Dec. 31, 2022 | 249,567,343 | 249,567,000 | |||
Beginning balance at Dec. 31, 2022 | $ 833,252 | $ 25 | 1,608,306 | (7,599) | (767,480) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 1,478,537 | 1,479,000 | |||
Issuance of common stock upon exercise of stock options | $ 155 | 155 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 543,000 | ||||
Issuance of common stock under employee stock purchase plan | 1,163 | 1,163 | |||
Issuance of common stock in connection with restricted stock units, net of tax (in shares) | 280,000 | ||||
Issuance of common stock in connection with restricted stock units, net of tax | (334) | (334) | |||
Stock-based compensation | 38,621 | 38,621 | |||
Other comprehensive income (loss) | 6,418 | 6,418 | |||
Net loss | $ (181,702) | (181,702) | |||
Ending balance (in shares) at Sep. 30, 2023 | 251,868,968 | 251,869,000 | |||
Ending balance at Sep. 30, 2023 | $ 697,573 | $ 25 | 1,647,911 | (1,181) | (949,182) |
Beginning balance (in shares) at Jun. 30, 2023 | 251,027,000 | ||||
Beginning balance at Jun. 30, 2023 | 736,855 | $ 25 | 1,637,538 | (2,379) | (898,329) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 646,000 | ||||
Issuance of common stock upon exercise of stock options | 72 | 72 | |||
Issuance of common stock in connection with restricted stock units, net of tax (in shares) | 196,000 | ||||
Issuance of common stock in connection with restricted stock units, net of tax | (215) | (215) | |||
Stock-based compensation | 10,516 | 10,516 | |||
Other comprehensive income (loss) | 1,198 | 1,198 | |||
Net loss | $ (50,853) | (50,853) | |||
Ending balance (in shares) at Sep. 30, 2023 | 251,868,968 | 251,869,000 | |||
Ending balance at Sep. 30, 2023 | $ 697,573 | $ 25 | $ 1,647,911 | $ (1,181) | $ (949,182) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (181,702) | $ (174,721) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 38,621 | 63,561 |
Depreciation and amortization expense | 15,193 | 12,979 |
Impairment of other investments | 12,923 | 5,000 |
Net amortization and accretion on marketable securities | (6,212) | 278 |
Change in fair value of success payment liabilities | (3,309) | 2,177 |
Non-cash lease income | (1,344) | (1,104) |
Loss on property and equipment disposals, net | 1,072 | 97 |
Change in fair value of equity warrant | 0 | 1,067 |
Changes in operating assets and liabilities: | ||
Prepaid expenses, other current assets and other assets | (23) | (672) |
Accounts payable | 1,039 | 1,193 |
Accrued liabilities and other current liabilities | 1,020 | (5,836) |
Deferred revenue | 0 | (36,299) |
Operating lease liabilities, non-current | 0 | 3,331 |
Other non-current liabilities | (337) | (339) |
Net cash used in operating activities | (123,059) | (129,288) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (2,661) | (19,694) |
Purchases of marketable securities | (220,095) | (346,647) |
Sales and maturities of marketable securities | 507,494 | 308,153 |
Net cash provided by (used in) investing activities | 284,738 | (58,188) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of stock options | 155 | 9,252 |
Proceeds from employee stock purchase plan | 1,163 | 887 |
Taxes paid related to net share settlement of equity awards | (334) | (367) |
Net cash provided by financing activities | 984 | 9,772 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 162,663 | (177,704) |
Cash, cash equivalents and restricted cash at beginning of period | 123,834 | 294,294 |
Cash, cash equivalents and restricted cash at end of period | 286,497 | 116,590 |
Represented by: | ||
Cash and cash equivalents | 286,214 | 116,311 |
Restricted cash | 283 | 279 |
Total | 286,497 | 116,590 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for amounts included in the measurement of lease liabilities | 8,030 | 8,136 |
Cash received for amounts related to tenant improvement allowances | 0 | 3,238 |
Non-cash investing and financing activities: | ||
Purchases of property and equipment included in accounts payable and accrued liabilities | $ 2 | $ 3,563 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Lyell Immunopharma, Inc. (the “Company”) was incorporated in Delaware in June 2018. The Company is a clinical-stage cell therapy company advancing a pipeline of product candidates for patients with solid tumors utilizing its proprietary ex vivo |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation. The Condensed Consolidated Balance Sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date. Certain information and footnote disclosures typically included in the Company’s audited consolidated financial statements have been condensed or omitted. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented, but are not necessarily indicative of results to be expected for any future annual or interim period. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Liquidity and Management’s Plan The Company discovers and develops product candidates that involve experimental technologies. The product candidates may require several years and substantial expenditures to complete and ultimately may be unsuccessful. The Company plans to finance operations with available cash resources or from the issuance of equity or debt securities. The Company believes that its available cash, cash equivalents and marketable securities as of September 30, 2023 will be adequate to fund its operations at least through the next 12 months from the date these unaudited Condensed Consolidated Financial Statements are issued. Use of Estimates The preparation of the Company’s Condensed Consolidated Financial Statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect reported amounts and related disclosures. Specific accounts that require management estimates include, but are not limited to, stock-based compensation, valuation of success payments, valuation of other investments, revenue recognition and accrued expenses. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. In June 2022, the Company recorded an adjustment to revenue related to a change in estimate in connection with the Collaboration and License Agreement, entered into in 2019 and amended in June 2020 and December 2021 (“GSK Agreement”) with GlaxoSmithKline Intellectual Property (No. 5) Limited and Glaxo Group Limited (together, “GSK”). The Company and GSK mutually agreed to conclude research activities on an undisclosed target for hematological cancers in June 2022. As a result, the Company decreased the related estimated project costs, which resulted in an increase in the measure of proportional cumulative performance. This adjustment increased revenue by $35.3 million, decreased net loss by $35.3 million and resulted in a $0.14 reduction in the Company’s basic and diluted net loss per common share for the nine months ended September 30, 2022. Concentrations of Credit Risk and Off-balance Sheet Risk The Company maintains its cash, cash equivalents and restricted cash with high quality, accredited financial institutions. Restricted cash is cash held in a bank account and is used as collateral associated with the Company’s corporate credit card program. Cash, cash equivalents and restricted cash amounts, at times, may exceed federally insured limits. The Company also makes short-term investments in money market funds, U.S. Treasury securities, U.S. government agency securities and corporate debt securities, which can be subject to certain credit risk. However, the Company mitigates the risks by investing in high‑grade instruments, limiting exposure to any one issuer or type of investment and monitoring the ongoing creditworthiness of the financial institutions and issuers. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to significant risk on these funds. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. Significant Accounting Policies There have been no material changes to the significant accounting policies from the Annual Report on Form 10-K for the year ended December 31, 2022. Recently Adopted Accounting Pronouncements None. |
License, Collaboration, and Suc
License, Collaboration, and Success Payment Agreements | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License, Collaboration, and Success Payment Agreements | License, Collaboration and Success Payment Agreements Fred Hutch License Agreement - In 2018, the Company entered into a license agreement with Fred Hutchinson Cancer Center (“Fred Hutch”) that grants the Company a worldwide, sublicensable license under certain patent rights (exclusive) and certain technology (non-exclusive) to research, develop and commercialize products and processes for all fields of use utilizing chimeric antigen receptors (“CARs”) and/or T-cell receptors (“TCRs”), subject to certain exceptions. The Company is required to pay Fred Hutch annual license maintenance payments of $50,000 on the second anniversary of the effective date, and each anniversary of the effective date thereafter until the first commercial sale of a licensed product. Collaboration - In 2018, the Company entered into a research and collaboration agreement with Fred Hutch (“Fred Hutch Collaboration Agreement”) focused on research and development of cancer immunotherapy products. The Company funded aggregate research performed by Fred Hutch of $12.0 million under the Fred Hutch Collaboration Agreement, with the research conducted in accordance with a research plan and budget approved by the parties. The Fred Hutch Collaboration Agreement has a six-year term. The Company incurred $0.3 million and $0.4 million in expense in connection with the Fred Hutch Collaboration Agreement for the three months ended September 30, 2023 and 2022, respectively, and $0.7 million and $1.4 million for the nine months ended September 30, 2023 and 2022, respectively. Success Payments - In 2018, the Company granted Fred Hutch rights to certain success payments, pursuant to the terms of the Fred Hutch Collaboration Agreement. The potential payments for the Fred Hutch success payments are based on multiples of increased value ranging from 10x to 50x based on a comparison of the per share fair market value of the Company’s common stock relative to the original $1.83 per share issuance price of the Company’s Series A convertible preferred stock, which converted into an equal number of shares of the Company’s common stock in connection with the Company’s initial public offering (“IPO”). The aggregate success payments to Fred Hutch are not to exceed $200.0 million, which would only occur upon a 50x increase in value. Each threshold is associated with a success payment, ascending from $10.0 million at $18.29 per share to $200.0 million at $91.44 per share, payable if such threshold is reached during the measurement period. Any previous success payments made are credited against the success payment owed as of any valuation date, such that Fred Hutch does not receive multiple success payments in connection with the same threshold. The term of the success payment agreement ends on the earlier to occur of (i) the nine-year anniversary of the date of the agreement and (ii) a change in control transaction. The following table summarizes the aggregate potential success payments, which are payable to Fred Hutch in cash or cash equivalents, or at the Company’s discretion, publicly-tradeable shares of the Company’s common stock: Multiple of initial equity value at issuance 10x 20x 30x 40x 50x Per share common stock price required for payment $ 18.29 $ 36.58 $ 54.86 $ 73.15 $ 91.44 Aggregate success payment(s) (in millions) $ 10 $ 40 $ 90 $ 140 $ 200 The success payments will be owed if the per share fair value of the Company’s common stock on the contractually specified valuation measurement dates during the term of the success payment agreement equals or exceeds the above outlined multiples. The valuation measurement dates are triggered by the following events: the one-year anniversary of the Company’s IPO and each two-year anniversary of the Company’s IPO thereafter, the closing of a change in control transaction and the last day of the term of the success payment agreement, unless the term has ended due to the closing of a change of control transaction. As of September 30, 2023, no success payments have been incurred as the per share fair value of the Company’s common stock was below the price required for payment. The success payment liability was estimated at fair value at inception and at each subsequent reporting period and the associated expense was accreted over the service period of the success payment obligations as research and development expense through 2022. As of December 31, 2022, the Company’s associated success payment liability was fully accreted to fair value as Fred Hutch had provided the requisite service obligation to earn the potential success payment consideration under the continued collaboration. For the three and nine months ended September 30, 2023 and future periods, the change in the Fred Hutch success payment liability fair value is recognized in other income (expense), net, as the requisite service obligation had been met. The success payment liability was $0.4 million and $2.5 million as of September 30, 2023 and December 31, 2022, respectively. With respect to the Fred Hutch Collaboration Agreement success payment obligations, the Company recognized a gain of $1.5 million and expense of $1.4 million for the three months ended September 30, 2023 and 2022, respectively, and a gain of $2.1 million and expense of $0.8 million for the nine months ended September 30, 2023 and 2022, respectively. Stanford License Agreement - In 2019, the Company entered into a license agreement with The Board of Trustees of the Leland Stanford Junior University (“Stanford”) to license specified patent rights. The Company is required to pay Stanford annual license maintenance payments of $50,000 on the second anniversary of the effective date, and each anniversary of the effective date thereafter until the date of the first commercial sale of a licensed product. Milestone payments to Stanford of up to a maximum of $3.7 million per target are payable upon achievement of certain specified clinical and regulatory milestones. The Company is also obligated to pay Stanford $2.5 million collectively for all licensed products upon the achievement of a certain commercial milestone. Additionally, low single‑digit tiered royalties based on annual net sales of the licensed products are payable to Stanford. Collaboration Agreement - In October 2020, the Company entered into a research and collaboration agreement with Stanford (“Stanford Collaboration Agreement”), focused on research and development of cellular immunotherapy products. The Stanford Collaboration Agreement has a four-year term. The Company is committed to fund aggregate research performed by Stanford of $12.0 million under the Stanford Collaboration Agreement, and the research will be conducted in accordance with a research plan and budget approved by the parties. The Company incurred $0.8 million in expense in connection with the Stanford Collaboration Agreement for both the three months ended September 30, 2023 and 2022, respectively, and $2.3 million for both the nine months ended September 30, 2023 and 2022, respectively. Success Payments - In October 2020, the Company granted Stanford rights to certain success payments, pursuant to the terms of the Stanford Collaboration Agreement. The potential payments for the Stanford Collaboration Agreement success payments are based on multiples of increased value ranging from 10x to 50x based on a comparison of the per share fair market value of the Company’s common stock relative to the original $1.83 issuance price of the Company’s Series A convertible preferred stock, which converted into an equal number of shares of the Company’s common stock in connection with the Company’s IPO. The aggregate success payments to Stanford are not to exceed $200.0 million, which would only occur upon a 50x increase in value. Each threshold is associated with a success payment, ascending from $10.0 million at $18.29 per share to $200.0 million at $91.44 per share, payable if such threshold is reached during the measurement period. Any previous success payments made are credited against the success payment owed as of any valuation date, so that Stanford does not receive multiple success payments in connection with the same threshold. The term of each success payment agreement ends on the earlier to occur of (i) the nine-year anniversary of the date of the agreement and (ii) a change in control transaction. The following table summarizes the aggregate potential success payments, which are payable to Stanford in cash or cash equivalents, or at the Company’s discretion, publicly-tradeable shares of the Company’s common stock: Multiple of initial equity value at issuance 10x 20x 30x 40x 50x Per share common stock price required for payment $ 18.29 $ 36.58 $ 54.86 $ 73.15 $ 91.44 Aggregate success payment(s) (in millions) $ 10 $ 40 $ 90 $ 140 $ 200 The success payments will be owed if the per share fair value of the Company’s common stock on the contractually specified valuation measurement dates during the term of the success payment agreement equals or exceeds the above outlined multiples. The valuation measurement dates are triggered by the following events: the one-year anniversary of the Company’s IPO and each two-year anniversary of the Company’s IPO thereafter, the closing of a change in control transaction and the last day of the term of the success payment agreement, unless the term has ended due to the closing of a change of control transaction. As of September 30, 2023, no success payments have been incurred as the per share fair value of the Company’s common stock was below the price required for payment. The estimated fair values of the success payments to Stanford as of September 30, 2023 and December 31, 2022 were $0.8 million and $3.3 million, respectively. The success payment liability is estimated at the fair value at inception and at each subsequent reporting period and the expense is accreted over the service period of the Stanford Collaboration Agreement as research and development expense. The success payment liability was $0.6 million and $1.9 million as of September 30, 2023 and December 31, 2022, respectively. With respect to the Stanford Collaboration Agreement success payment obligations, the Company recognized a gain of $1.2 million and expense of $1.0 million for the three months ended September 30, 2023 and 2022, respectively, and a gain of $1.2 million and expense of $1.4 million for the nine months ended September 30, 2023 and 2022, respectively. GSK In 2019, the Company entered into the GSK Agreement with GSK for potential T‑cell therapies that apply the Company’s platform technologies and cell therapy innovations with TCRs or CARs under distinct collaboration programs. The GSK Agreement defined two initial collaboration targets, LYL331 and LYL132, and allowed GSK to nominate seven additional targets through July 2024, though no additional targets were nominated over the life of the GSK Agreement. The Company was expected to perform research and development services for each selected target up until a defined point (the “GSK Option Point”), at which time GSK would decide whether or not to exercise an option to obtain a license from the Company (“License Option”) and take over the future development and commercialization. In April 2021, GSK exercised the License Option on LYL331 (NY-ESO-1 TCR with c-Jun) and assumed sole responsibility for future development and commercialization of the program at its own cost and expense. The investigational new drug (“IND”) application for LYL132 was cleared in January 2022, though no patients were treated, and the IND for LYL331 was not submitted to the U.S. Food and Drug Administration. GSK terminated the GSK Agreement effective December 24, 2022, and Lyell has also discontinued any further work on these programs. There are no future performance obligations associated with the GSK Agreement. The Company received a non-refundable upfront payment of $45.0 million under the GSK Agreement. In connection with the GSK Agreement, in May 2019, the Company also entered into a stock purchase agreement with GSK, pursuant to which the Company agreed to sell 30,253,189 shares of Series AA convertible preferred stock at a price of $6.78 per share, which was above the issuance date estimated fair value of $4.84 per share. The difference between the per share values resulted in $58.6 million additional deemed consideration, bringing the total upfront consideration of the GSK Agreement to $103.6 million. The GSK Agreement was deemed to be within the scope of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , because GSK engaged the Company to initially provide research and development services, which were outputs of its ongoing activities, in exchange for consideration. In June 2022, the Company recorded an adjustment to revenue related to a change in estimate in connection with the GSK Agreement due to GSK and the Company mutually agreeing to conclude research activities on an undisclosed target for hematological cancers. The change in estimate decreased the related estimated project costs, which resulted in an increase in the measure of proportional cumulative performance. This adjustment increased revenue by $35.3 million, decreased net loss by $35.3 million and resulted in a $0.14 reduction in the Company’s basic and diluted net loss per common share for the nine months ended September 30, 2022. The Company recognized no revenue related to the research and development services related to the two initial targets for both the three months ended September 30, 2023 and 2022, and zero and $36.3 million for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, there were no contract assets or contract liabilities related to the license contract. PACT In June 2020, the Company entered into a commitment agreement (“PACT Commitment Agreement”) with PACT Pharma, Inc. (“PACT”) to jointly develop and test an anti-cancer T-cell therapy against solid tumors, in connection with which it also purchased PACT Series C-1 convertible preferred stock, which was recorded in other investments at $36.4 million in the Company’s Condensed Consolidated Balance Sheet. In December 2021, the Company recorded a $36.4 million impairment expense for its investment in PACT. In February 2021, the Company filed a demand for arbitration seeking, among other things, rescission of the PACT Commitment Agreement. On October 1, 2022, the Company entered into a settlement agreement to resolve its outstanding legal dispute with PACT, pursuant to which PACT issued shares of PACT’s Series D convertible preferred stock to the Company in exchange for the Company’s tender of its PACT Series C-1 convertible preferred stock. The settlement agreement also included the termination of the commitment agreement with PACT. The Company recorded a gain of $2.9 million in October 2022 for the estimated fair value of the PACT Series D convertible preferred stock, which was included in other investments in the Company’s Condensed Consolidated Balance Sheet as of December 31, 2022. In connection with the preparation of the financial statements for the nine months ended September 30, 2023, the Company performed a qualitative assessment of potential indicators of impairment of the PACT Series D convertible preferred stock investment, resulting in $2.9 million impairment expense for the nine months ended September 30, 2023. See Note 5, Other Investments , for additional details regarding the PACT investment impairment. |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents and Marketable Securities | Cash Equivalents and Marketable Securities The fair value and amortized cost of cash equivalents and marketable securities by major security type are as follows (in thousands): September 30, 2023 Amortized Cost Gross Gross Unrealized Losses Fair Value Money market funds $ 168,800 $ — $ — $ 168,800 U.S. Treasury securities 249,643 6 (492) 249,157 U.S. government agency securities 69,497 — (544) 68,953 Corporate debt securities 89,714 — (151) 89,563 Total cash equivalents and marketable securities $ 577,654 $ 6 $ (1,187) $ 576,473 Classified as: Fair Value Cash equivalents $ 264,527 Marketable securities 289,217 Marketable securities, non-current 22,729 Total cash equivalents and marketable securities $ 576,473 December 31, 2022 Amortized Cost Gross Gross Unrealized Losses Fair Value Money market funds $ 67,970 $ — $ — $ 67,970 U.S. Treasury securities 277,056 — (5,257) 271,799 U.S. government agency securities 135,460 1 (1,416) 134,045 Corporate debt securities 221,608 3 (930) 220,681 Total cash equivalents and marketable securities $ 702,094 $ 4 $ (7,603) $ 694,495 Classified as: Fair Value Cash equivalents $ 107,780 Marketable securities 516,598 Marketable securities, non-current 70,117 Total cash equivalents and marketable securities $ 694,495 The fair values of securities held by the Company in an unrealized loss position for less than 12 months were $247.6 million and $287.8 million as of September 30, 2023 and December 31, 2022, respectively. The fair values of securities held by the Company in an unrealized loss position for greater than 12 months were $104.9 million and $278.7 million as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023 and December 31, 2022, all of the Company’s marketable securities had a maturity date of two years or less, were available for use and were classified as available‑for‑sale. The Company does not intend to sell these securities nor does the Company believe that it will be required to sell these securities before recovery of their amortized cost basis. The Company determined that there was no material change in the credit risk of the above investments as of both September 30, 2023 and December 31, 2022. As such, an allowance for credit losses has not been recognized. Gross realized gains and losses were de minimis for the three and nine months ended September 30, 2023 and 2022 and as a result, amounts reclassified out of accumulated other comprehensive loss for the three and nine months ended September 30, 2023 and 2022 were also de minimis . See Note 6, Fair Value Measurements, for additional information regarding cash equivalents and marketable securities. |
Other Investments
Other Investments | 9 Months Ended |
Sep. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
Other Investments | Other Investments From time to time, the Company makes minority ownership strategic investments. As of September 30, 2023 and December 31, 2022, the aggregate carrying amounts of the Company’s strategic investments in non-publicly traded companies were $32.0 million and $44.9 million, respectively. These investments are measured at initial cost, minus impairment, if any, and plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Cumulative impairments of strategic investments in equity investments without readily determinable fair values still held as of September 30, 2023 and December 31, 2022 were $17.9 million and $5.0 million, respectively. As a part of the acquisition of each of the Company’s other investments, the Company determines whether an investment or other interest is considered a variable interest. As of September 30, 2023 and December 31, 2022, the Company held an interest in two entities that were concluded to be variable interests for which the Company was not the primary beneficiary. As of September 30, 2023 and December 31, 2022, the carrying value and maximum exposure to loss of the Company’s variable interests were $13.0 million and $15.9 million, respectively, which is recorded in other investments in the Company’s Condensed Consolidated Balance Sheets. In October 2022, the Company received shares of PACT’s Series D non-voting convertible preferred stock (See Note 3, License, Collaboration and Success Payment Agreements ). The Company recognized its investment in PACT preferred stock at its estimated fair value of $2.9 million on October 1, 2022, which was included in the Company’s Condensed Consolidated Balance Sheet within other investments as of December 31, 2022. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table sets forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 168,800 $ — $ — $ 168,800 U.S. Treasury securities — 249,157 — 249,157 U.S. government agency securities — 68,953 — 68,953 Corporate debt securities — 89,563 — 89,563 Total financial assets $ 168,800 $ 407,673 $ — $ 576,473 Financial liabilities: Success payment liabilities $ — $ — $ 1,047 $ 1,047 Total financial liabilities $ — $ — $ 1,047 $ 1,047 December 31, 2022 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 67,970 $ — $ — $ 67,970 U.S. Treasury securities — 271,799 — 271,799 U.S. government agency securities — 134,045 — 134,045 Corporate debt securities — 220,681 — 220,681 Total financial assets $ 67,970 $ 626,525 $ — $ 694,495 Financial liabilities: Success payment liabilities $ — $ — $ 4,356 $ 4,356 Total financial liabilities $ — $ — $ 4,356 $ 4,356 The Company measures the fair value of money market funds based on quoted prices in active markets for identical assets or liabilities. The Level 2 marketable securities include U.S. Treasury securities, U.S. government agency securities and corporate debt securities, which are valued using third-party pricing sources. The pricing services applied industry standard valuation models. Inputs utilized include market pricing based on real-time trade data for the same or similar securities and other significant inputs derived from or corroborated by observable market data. The Company’s Level 3 financial instruments fair values are estimated using valuation models, including Monte Carlo simulations for the Company’s success payment liabilities. Monte Carlo simulations model the future movement of stock prices based on several key variables combined with empirical knowledge of the process governing the behavior of the stock price. The following variables were incorporated in the estimated fair value of the success payment liabilities: fair value of the Company’s common stock, expected volatility, the risk-free interest rate and the estimated number and timing of valuation measurement dates on the basis of which payments may be triggered. The computation of expected volatility was estimated based on available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected term assumption. The following assumptions were incorporated into the calculation of the estimated fair value of the Fred Hutch success payment liability: September 30, December 31, Fair value of common stock $ 1.47 $ 3.47 Risk-free interest rate 4.26% - 5.42% 3.58% - 4.65% Expected volatility 80.0 % 80.0 % Expected term (in years) 0.71 - 4.22 0.46 - 4.97 The following assumptions were incorporated into the calculation of the estimated fair value of the Stanford success payment liability: September 30, December 31, Fair value of common stock $ 1.47 $ 3.47 Risk-free interest rate 4.21% - 5.42% 3.58% - 4.65% Expected volatility 80.0 % 80.0 % Expected term (in years) 0.71 - 6.00 0.46 - 6.75 The Company utilizes estimates and assumptions in determining the estimated success payment liabilities and associated changes in fair value. A small change in the valuation of the Company’s common stock may have a relatively large change in the estimated fair value of the success payment liability and associated changes in fair value. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 liabilities (in thousands): Success Payment Balance at December 31, 2022 $ 4,356 Change in fair value (1) (3,309) Balance at September 30, 2023 $ 1,047 (1) The change in the fair value associated with the Fred Hutch success payment liabilities of approximately $(2.1) million is recorded in other income (expense), net. The change in the fair value of approximately $(1.2) million associated with the Stanford success payment liabilities is recorded as research and development expenses. (See Note 3, License, Collaboration and Success Payment Agreements). In October 2022, the Company received non-voting PACT Series D convertible preferred stock with a fair value of $2.9 million (See Note 3, License, Collaboration and Success Payment Agreements ). In connection with the preparation of the financial statements for the nine months ended September 30, 2023, the Company performed a qualitative assessment of potential indicators of impairment of the PACT Series D convertible preferred stock investment, resulting in $2.9 million impairment expense for the nine months ended September 30, 2023. See Note 5, Other Investments , for additional details regarding the PACT investment impairment. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | LeasesThe Company’s lease portfolio is comprised of operating leases for laboratory, office and manufacturing facilities located in South San Francisco, California, and Seattle and Bothell, Washington with contractual periods expiring between December 2028 and March 2031. In addition to minimum rent, the leases require payment of real estate taxes, insurance, common area maintenance charges and other executory costs. These additional charges are considered variable lease costs and are recognized in the period in which the costs are incurred. The following table summarizes the Company’s future minimum operating lease commitments, including expected lease incentives to be received, as of September 30, 2023 (in thousands): Year Ending December 31: 2023 (remaining three months) $ 2,815 2024 11,347 2025 11,859 2026 12,209 2027 12,569 Thereafter 35,525 Total undiscounted lease payments 86,324 Less: imputed interest (21,687) Total operating lease liabilities $ 64,637 Reported as of September 30, 2023: Short-term portion of lease liabilities (included in accrued liabilities and other current liabilities) $ 6,061 Operating lease liabilities, non-current 58,576 Total $ 64,637 The operating lease costs for all operating leases were $2.3 million for both the three months ended September 30, 2023 and 2022, and $6.7 million and $7.0 million for the nine months ended September 30, 2023 and 2022, respectively. The operating lease costs and total commitments for short-term leases were de minimis for the three and nine months ended September 30, 2023 and 2022. Variable lease costs for operating leases were $1.3 million for both the three months ended September 30, 2023 and 2022, and $4.1 million and $3.8 million for the nine months ended September 30, 2023 and 2022, respectively. The weighted-average remaining lease terms for operating leases were 7.0 and 7.8 years as of September 30, 2023 and December 31, 2022, respectively. The weighted‑average discount rates for operating leases were 8.5% as of both September 30, 2023 and December 31, 2022. In May 2021, the Company entered into a sublease, whereby the Company agreed to sublease approximately 11,000 square feet of its space in South San Francisco, California currently leased by the Company. The sublease is classified as an operating lease and will expire in March 2031. The Company recognized sublease income for this sublease of $0.2 million for both the three months ended September 30, 2023 and 2022, and $0.6 million for both the nine months ended September 30, 2023 and 2022. In September 2021, the Company entered into a sublease with Sonoma Biotherapeutics, Inc. (“Sonoma”), a related party, whereby the Company agreed to sublease approximately 18,000 square feet of space in South San Francisco, California currently leased by the Company. See Note 12, Related-Party Transactions. As a part of the sublease, in September 2021, the Company received a $4.6 million tenant improvement contribution payment, which is recognized over the term of the sublease. The sublease is classified as an operating lease and will expire in March 2031. The Company recognized Sonoma sublease income of $0.5 million for both the three months ended September 30, 2023 and 2022, and $1.4 million for both the nine months ended September 30, 2023 and 2022. The Company's sublease income is recognized within other operating income, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss. |
Leases | LeasesThe Company’s lease portfolio is comprised of operating leases for laboratory, office and manufacturing facilities located in South San Francisco, California, and Seattle and Bothell, Washington with contractual periods expiring between December 2028 and March 2031. In addition to minimum rent, the leases require payment of real estate taxes, insurance, common area maintenance charges and other executory costs. These additional charges are considered variable lease costs and are recognized in the period in which the costs are incurred. The following table summarizes the Company’s future minimum operating lease commitments, including expected lease incentives to be received, as of September 30, 2023 (in thousands): Year Ending December 31: 2023 (remaining three months) $ 2,815 2024 11,347 2025 11,859 2026 12,209 2027 12,569 Thereafter 35,525 Total undiscounted lease payments 86,324 Less: imputed interest (21,687) Total operating lease liabilities $ 64,637 Reported as of September 30, 2023: Short-term portion of lease liabilities (included in accrued liabilities and other current liabilities) $ 6,061 Operating lease liabilities, non-current 58,576 Total $ 64,637 The operating lease costs for all operating leases were $2.3 million for both the three months ended September 30, 2023 and 2022, and $6.7 million and $7.0 million for the nine months ended September 30, 2023 and 2022, respectively. The operating lease costs and total commitments for short-term leases were de minimis for the three and nine months ended September 30, 2023 and 2022. Variable lease costs for operating leases were $1.3 million for both the three months ended September 30, 2023 and 2022, and $4.1 million and $3.8 million for the nine months ended September 30, 2023 and 2022, respectively. The weighted-average remaining lease terms for operating leases were 7.0 and 7.8 years as of September 30, 2023 and December 31, 2022, respectively. The weighted‑average discount rates for operating leases were 8.5% as of both September 30, 2023 and December 31, 2022. In May 2021, the Company entered into a sublease, whereby the Company agreed to sublease approximately 11,000 square feet of its space in South San Francisco, California currently leased by the Company. The sublease is classified as an operating lease and will expire in March 2031. The Company recognized sublease income for this sublease of $0.2 million for both the three months ended September 30, 2023 and 2022, and $0.6 million for both the nine months ended September 30, 2023 and 2022. In September 2021, the Company entered into a sublease with Sonoma Biotherapeutics, Inc. (“Sonoma”), a related party, whereby the Company agreed to sublease approximately 18,000 square feet of space in South San Francisco, California currently leased by the Company. See Note 12, Related-Party Transactions. As a part of the sublease, in September 2021, the Company received a $4.6 million tenant improvement contribution payment, which is recognized over the term of the sublease. The sublease is classified as an operating lease and will expire in March 2031. The Company recognized Sonoma sublease income of $0.5 million for both the three months ended September 30, 2023 and 2022, and $1.4 million for both the nine months ended September 30, 2023 and 2022. The Company's sublease income is recognized within other operating income, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Preferred Stock The Company is authorized to issue 10.0 million shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2023 and December 31, 2022, no shares of preferred stock were outstanding. Common Stock The Company is authorized to issue 500.0 million shares of common stock with a par value of $0.0001 per share. As of September 30, 2023 and December 31, 2022, there were 251,868,968 shares and 249,567,343 shares of the Company’s common stock outstanding, respectively. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation 2021 Equity Incentive Plan In June 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”), which on the date of the underwriting agreement related to the Company’s IPO became effective with an initial reserve of 26,662,087 shares, plus any shares subject to outstanding awards granted under the 2018 Equity Incentive Plan (“2018 Plan”) that, on or after the effectiveness of the 2021 Plan, terminate or expire before exercise or settlement, are not issued because the award is settled in cash, are forfeited because of the failure to vest, or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price. In addition, the number of shares reserved for issuance under the 2021 Plan automatically increases on January 1 of each year for a period of ten years, beginning on January 1, 2022 and continuing through January 1, 2031, in an amount equal to (1) 5% of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year, or (2) a lesser number of shares determined by the Company’s board of directors no later than December 31 of the immediately preceding year. On January 1, 2023, the Company reserved an additional 12,478,367 shares of common stock for issuance under the 2021 Plan representing 5% of the total common shares outstanding as of December 31, 2022. Under the 2021 Plan, the Company may grant incentive stock options, non-statutory stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), stock appreciation rights, performance awards and other stock-based awards. Terms of stock awards, including vesting requirements, are determined by the Company’s board of directors or by a committee authorized by the Company’s board of directors, subject to provisions of the 2021 Plan. The term of any stock option granted under the 2021 Plan cannot exceed ten years. Generally, awards granted by the Company vest over four years but may be granted with different vesting terms. In conjunction with adopting the 2021 Plan, the Company discontinued the 2018 Plan with respect to new equity awards. As of September 30, 2023, 22,478,430 shares were available for future issuance pursuant to the 2021 Plan. 2021 Employee Stock Purchase Plan In June 2021, the Company adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”), which became effective immediately prior to the execution of the underwriting agreement related to the Company’s IPO with an initial reserve of 2,470,000 shares. The 2021 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their earnings, subject to plan limitations. Unless otherwise determined by the Company’s board of directors, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first date of an offering or on the purchase date. The number of shares of the Company’s common stock reserved for issuance under the 2021 ESPP automatically increases on January 1 of each year for a period of ten years, beginning on January 1, 2022 and continuing through January 1, 2031, by the lesser of (1) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year, and (2) 4,940,000 shares; provided, however, that the Company’s board of directors may act to provide a lesser increase in number of shares. The Company’s board of directors elected to reserve no additional shares under the 2021 ESPP for the year beginning January 1, 2023. The Company may specify offerings with durations not more than 27 months and may specify shorter purchase periods within each offering. Under the 2021 ESPP, no shares were issued for both the three months ended September 30, 2023 and 2022, and 542,921 and 283,574 shares were issued for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, 3,905,099 shares were available for future issuance pursuant to the 2021 ESPP. 2018 Equity Incentive Plan In 2018, the Company established the 2018 Plan that provided for the grant of incentive stock options, non‑statutory stock options, RSAs, RSUs, stock appreciation rights and other stock-based awards. Terms of stock awards, including vesting requirements, were determined by the board of directors or by a committee authorized by the Company’s board of directors, subject to provisions of the 2018 Plan. The term of any stock option granted under the 2018 Plan cannot exceed ten years. Generally, awards granted by the Company vest over four years, but could have been granted with different vesting terms. Pursuant to the terms of the 2021 Plan, any shares subject to outstanding options originally granted under the 2018 Plan that terminate, expire or lapse for any reason without the delivery of shares to the holder thereof become available for issuance pursuant to awards granted under the 2021 Plan. While no shares are available for future issuance under the 2018 Plan, it continues to govern outstanding equity awards granted thereunder. Stock-based Compensation Expense Stock-based compensation expense by classification included within the Condensed Consolidated Statements of Operations and Comprehensive Loss was as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development $ 4,548 $ 4,442 $ 14,439 $ 12,401 General and administrative 5,968 14,681 24,182 51,160 Total stock-based compensation expense $ 10,516 $ 19,123 $ 38,621 $ 63,561 At September 30, 2023, total stock-based compensation cost related to unvested awards not yet recognized was $76.5 million, which is expected to be recognized over a remaining weighted-average period of 2.79 years. Restricted Stock Units A summary of the Company’s RSU activity was as follows: Restricted Stock Units Outstanding Weighted-Average Unvested RSUs as of December 31, 2022 872,077 $ 5.98 RSUs granted 2,559,677 $ 2.24 RSUs vested (414,018) $ 3.89 RSUs forfeited or canceled (240,673) $ 3.66 Unvested RSUs as of September 30, 2023 2,777,063 $ 3.04 Stock Options A summary of the Company’s stock option activity was as follows: Number of Stock Options Weighted- Weighted- Aggregate Options outstanding as of December 31, 2022 53,849,045 $ 5.09 7.84 $ 24,887 Granted 12,276,063 $ 2.30 Exercised (1,478,537) $ 0.10 Canceled or forfeited (4,196,756) $ 5.26 Options outstanding as of September 30, 2023 60,449,815 $ 4.63 7.58 $ 7,517 Options exercisable as of September 30, 2023 32,422,027 $ 4.90 6.47 $ 7,517 The fair value of stock options granted to employees, directors and consultants was estimated on the date of grant using the Black-Scholes option pricing model using the following weighted-average assumptions: Nine Months Ended 2023 2022 Risk-free interest rate 4.13 % 2.32 % Expected volatility 88.2 % 85.6 % Expected term (in years) 6.06 5.98 Expected dividend yield 0 % 0 % |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per ShareBasic and diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. The Company’s potentially dilutive shares, which include unvested RSAs, unvested RSUs and options to purchase common stock, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. Shares subject to options to purchase common stock, unvested RSAs and unvested RSUs were all excluded from consideration in the calculation of diluted net loss per share in all periods presented due to their anti-dilutive effects. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies License and Collaboration Agreements The Company has entered into certain license and collaboration agreements, including those identified in Note 3, License, Collaboration and Success Payment Agreements above, with third parties that include the funding of certain development, manufacturing and commercialization efforts with the potential for future milestone and royalty payments upon the achievement of pre-established developmental, regulatory and/or commercial milestones. The Company’s obligation to fund these efforts is contingent upon continued involvement in the programs and/or the lack of any adverse events that could cause the discontinuance of the programs, including termination of such agreements. Due to the nature of these agreements, the future potential payments are inherently uncertain, and accordingly no amounts had been recorded for the potential future achievement of these targets as of both September 30, 2023 and December 31, 2022. |
Related-party Transactions
Related-party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-party Transactions | Related-party Transactions In September 2021, the Company entered into a sublease with Sonoma (“Sonoma Sublease”), with whom the Company has common stockholders with board seats, whereby the Company agreed to sublease approximately 18,000 square feet of space in South San Francisco, California currently leased by the Company. Dr. Klausner, the Chair of the Company’s board of directors, also serves as Board Chair of the board of directors of Sonoma. As a part of the Sonoma Sublease, a $4.6 million tenant improvement contribution payment was made by Sonoma, which is recognized over the term of the Sonoma Sublease. As of both September 30, 2023 and December 31, 2022, there were accrued liabilities and other current liabilities of $0.5 million, and as of September 30, 2023 and December 31, 2022, other non-current liabilities of $3.1 million and $3.5 million, respectively, in connection with the Sonoma Sublease. Total operating income from Sonoma and income solely attributable to the Sonoma Sublease are shown in the table below (in thousands). Total operating income includes income attributable to the sublease, as well as additional operating fees recognized in “other operating income, net” such as common area maintenance charges. See Note 7, Leases , for more detail on the Sonoma Sublease. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Sonoma other operating income, net $ 638 $ 659 $ 1,955 $ 1,976 Sonoma sublease income $ 466 $ 465 $ 1,396 $ 1,396 The Company was party to the GSK Agreement with GSK, which is a holder of more than 10% of the Company’s outstanding common stock. See Note 3, License, Collaboration and Success Payment Agreements . GSK terminated the |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn November 6, 2023, the Company committed to and commenced a reduction in its workforce of approximately 25% to reduce operating costs and improve operating efficiency. The reduction in workforce is expected to be completed in the fourth quarter of 2023. In connection with this reduction in workforce, the Company estimates that it will incur charges of approximately $6 million to $7 million for severance payments, employee benefits and related costs, primarily in the fourth quarter of 2023. Substantially all of the estimated charges are expected to result in future cash expenditures. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (50,853) | $ (70,254) | $ (181,702) | $ (174,721) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiary. |
Consolidations | All significant intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the Company’s Condensed Consolidated Financial Statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect reported amounts and related disclosures. Specific accounts that require management estimates include, but are not limited to, stock-based compensation, valuation of success payments, valuation of other investments, revenue recognition and accrued expenses. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. In June 2022, the Company recorded an adjustment to revenue related to a change in estimate in connection with the Collaboration and License Agreement, entered into in 2019 and amended in June 2020 and December 2021 (“GSK Agreement”) with GlaxoSmithKline Intellectual Property (No. 5) Limited and Glaxo Group Limited (together, “GSK”). The Company and GSK mutually agreed to conclude research activities on an undisclosed target for hematological cancers in June 2022. As a result, the Company decreased the related estimated project costs, which resulted in an increase in the measure of proportional cumulative performance. |
Concentrations of Credit Risk | Concentrations of Credit Risk and Off-balance Sheet RiskThe Company maintains its cash, cash equivalents and restricted cash with high quality, accredited financial institutions. Restricted cash is cash held in a bank account and is used as collateral associated with the Company’s corporate credit card program. Cash, cash equivalents and restricted cash amounts, at times, may exceed federally insured limits. The Company also makes short-term investments in money market funds, U.S. Treasury securities, U.S. government agency securities and corporate debt securities, which can be subject to certain credit risk. However, the Company mitigates the risks by investing in high‑grade instruments, limiting exposure to any one issuer or type of investment and monitoring the ongoing creditworthiness of the financial institutions and issuers. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to significant risk on these funds. |
Off-balance Sheet Risk | The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes to the significant accounting policies from the Annual Report on Form 10-K for the year ended December 31, 2022. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements None. |
License, Collaboration, and S_2
License, Collaboration, and Success Payment Agreements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Aggregate Potential Success Payments | The following table summarizes the aggregate potential success payments, which are payable to Fred Hutch in cash or cash equivalents, or at the Company’s discretion, publicly-tradeable shares of the Company’s common stock: Multiple of initial equity value at issuance 10x 20x 30x 40x 50x Per share common stock price required for payment $ 18.29 $ 36.58 $ 54.86 $ 73.15 $ 91.44 Aggregate success payment(s) (in millions) $ 10 $ 40 $ 90 $ 140 $ 200 The following table summarizes the aggregate potential success payments, which are payable to Stanford in cash or cash equivalents, or at the Company’s discretion, publicly-tradeable shares of the Company’s common stock: Multiple of initial equity value at issuance 10x 20x 30x 40x 50x Per share common stock price required for payment $ 18.29 $ 36.58 $ 54.86 $ 73.15 $ 91.44 Aggregate success payment(s) (in millions) $ 10 $ 40 $ 90 $ 140 $ 200 |
Cash Equivalents and Marketab_2
Cash Equivalents and Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Fair Value and Amortized Cost of Cash Equivalents | The fair value and amortized cost of cash equivalents and marketable securities by major security type are as follows (in thousands): September 30, 2023 Amortized Cost Gross Gross Unrealized Losses Fair Value Money market funds $ 168,800 $ — $ — $ 168,800 U.S. Treasury securities 249,643 6 (492) 249,157 U.S. government agency securities 69,497 — (544) 68,953 Corporate debt securities 89,714 — (151) 89,563 Total cash equivalents and marketable securities $ 577,654 $ 6 $ (1,187) $ 576,473 Classified as: Fair Value Cash equivalents $ 264,527 Marketable securities 289,217 Marketable securities, non-current 22,729 Total cash equivalents and marketable securities $ 576,473 December 31, 2022 Amortized Cost Gross Gross Unrealized Losses Fair Value Money market funds $ 67,970 $ — $ — $ 67,970 U.S. Treasury securities 277,056 — (5,257) 271,799 U.S. government agency securities 135,460 1 (1,416) 134,045 Corporate debt securities 221,608 3 (930) 220,681 Total cash equivalents and marketable securities $ 702,094 $ 4 $ (7,603) $ 694,495 Classified as: Fair Value Cash equivalents $ 107,780 Marketable securities 516,598 Marketable securities, non-current 70,117 Total cash equivalents and marketable securities $ 694,495 |
Schedule of Fair Value and Amortized Cost of Marketable Securities | The fair value and amortized cost of cash equivalents and marketable securities by major security type are as follows (in thousands): September 30, 2023 Amortized Cost Gross Gross Unrealized Losses Fair Value Money market funds $ 168,800 $ — $ — $ 168,800 U.S. Treasury securities 249,643 6 (492) 249,157 U.S. government agency securities 69,497 — (544) 68,953 Corporate debt securities 89,714 — (151) 89,563 Total cash equivalents and marketable securities $ 577,654 $ 6 $ (1,187) $ 576,473 Classified as: Fair Value Cash equivalents $ 264,527 Marketable securities 289,217 Marketable securities, non-current 22,729 Total cash equivalents and marketable securities $ 576,473 December 31, 2022 Amortized Cost Gross Gross Unrealized Losses Fair Value Money market funds $ 67,970 $ — $ — $ 67,970 U.S. Treasury securities 277,056 — (5,257) 271,799 U.S. government agency securities 135,460 1 (1,416) 134,045 Corporate debt securities 221,608 3 (930) 220,681 Total cash equivalents and marketable securities $ 702,094 $ 4 $ (7,603) $ 694,495 Classified as: Fair Value Cash equivalents $ 107,780 Marketable securities 516,598 Marketable securities, non-current 70,117 Total cash equivalents and marketable securities $ 694,495 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table sets forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 168,800 $ — $ — $ 168,800 U.S. Treasury securities — 249,157 — 249,157 U.S. government agency securities — 68,953 — 68,953 Corporate debt securities — 89,563 — 89,563 Total financial assets $ 168,800 $ 407,673 $ — $ 576,473 Financial liabilities: Success payment liabilities $ — $ — $ 1,047 $ 1,047 Total financial liabilities $ — $ — $ 1,047 $ 1,047 December 31, 2022 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 67,970 $ — $ — $ 67,970 U.S. Treasury securities — 271,799 — 271,799 U.S. government agency securities — 134,045 — 134,045 Corporate debt securities — 220,681 — 220,681 Total financial assets $ 67,970 $ 626,525 $ — $ 694,495 Financial liabilities: Success payment liabilities $ — $ — $ 4,356 $ 4,356 Total financial liabilities $ — $ — $ 4,356 $ 4,356 |
Schedule of Estimated Fair Value of Success Payment Liability Assumptions | The following assumptions were incorporated into the calculation of the estimated fair value of the Fred Hutch success payment liability: September 30, December 31, Fair value of common stock $ 1.47 $ 3.47 Risk-free interest rate 4.26% - 5.42% 3.58% - 4.65% Expected volatility 80.0 % 80.0 % Expected term (in years) 0.71 - 4.22 0.46 - 4.97 The following assumptions were incorporated into the calculation of the estimated fair value of the Stanford success payment liability: September 30, December 31, Fair value of common stock $ 1.47 $ 3.47 Risk-free interest rate 4.21% - 5.42% 3.58% - 4.65% Expected volatility 80.0 % 80.0 % Expected term (in years) 0.71 - 6.00 0.46 - 6.75 |
Schedule of Changes in the Estimated Fair Value of Level 3 Financial Assets | The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 liabilities (in thousands): Success Payment Balance at December 31, 2022 $ 4,356 Change in fair value (1) (3,309) Balance at September 30, 2023 $ 1,047 (1) The change in the fair value associated with the Fred Hutch success payment liabilities of approximately $(2.1) million is recorded in other income (expense), net. The change in the fair value of approximately $(1.2) million associated with the Stanford success payment liabilities is recorded as research and development expenses. (See Note 3, License, Collaboration and Success Payment Agreements). |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Future Minimum Operating Lease Commitments, Including Expected Lease Incentives to be Received | The following table summarizes the Company’s future minimum operating lease commitments, including expected lease incentives to be received, as of September 30, 2023 (in thousands): Year Ending December 31: 2023 (remaining three months) $ 2,815 2024 11,347 2025 11,859 2026 12,209 2027 12,569 Thereafter 35,525 Total undiscounted lease payments 86,324 Less: imputed interest (21,687) Total operating lease liabilities $ 64,637 Reported as of September 30, 2023: Short-term portion of lease liabilities (included in accrued liabilities and other current liabilities) $ 6,061 Operating lease liabilities, non-current 58,576 Total $ 64,637 |
Schedule of Lease Assets and Liabilities | The following table summarizes the Company’s future minimum operating lease commitments, including expected lease incentives to be received, as of September 30, 2023 (in thousands): Year Ending December 31: 2023 (remaining three months) $ 2,815 2024 11,347 2025 11,859 2026 12,209 2027 12,569 Thereafter 35,525 Total undiscounted lease payments 86,324 Less: imputed interest (21,687) Total operating lease liabilities $ 64,637 Reported as of September 30, 2023: Short-term portion of lease liabilities (included in accrued liabilities and other current liabilities) $ 6,061 Operating lease liabilities, non-current 58,576 Total $ 64,637 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense by Classification | Stock-based compensation expense by classification included within the Condensed Consolidated Statements of Operations and Comprehensive Loss was as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development $ 4,548 $ 4,442 $ 14,439 $ 12,401 General and administrative 5,968 14,681 24,182 51,160 Total stock-based compensation expense $ 10,516 $ 19,123 $ 38,621 $ 63,561 |
Schedule of RSU Activity | A summary of the Company’s RSU activity was as follows: Restricted Stock Units Outstanding Weighted-Average Unvested RSUs as of December 31, 2022 872,077 $ 5.98 RSUs granted 2,559,677 $ 2.24 RSUs vested (414,018) $ 3.89 RSUs forfeited or canceled (240,673) $ 3.66 Unvested RSUs as of September 30, 2023 2,777,063 $ 3.04 |
Schedule of Stock Option Activity | A summary of the Company’s stock option activity was as follows: Number of Stock Options Weighted- Weighted- Aggregate Options outstanding as of December 31, 2022 53,849,045 $ 5.09 7.84 $ 24,887 Granted 12,276,063 $ 2.30 Exercised (1,478,537) $ 0.10 Canceled or forfeited (4,196,756) $ 5.26 Options outstanding as of September 30, 2023 60,449,815 $ 4.63 7.58 $ 7,517 Options exercisable as of September 30, 2023 32,422,027 $ 4.90 6.47 $ 7,517 |
Schedule of Assumptions Used in Black-Scholes Option-Pricing Model for Estimating Fair Value of Stock Options Granted | The fair value of stock options granted to employees, directors and consultants was estimated on the date of grant using the Black-Scholes option pricing model using the following weighted-average assumptions: Nine Months Ended 2023 2022 Risk-free interest rate 4.13 % 2.32 % Expected volatility 88.2 % 85.6 % Expected term (in years) 6.06 5.98 Expected dividend yield 0 % 0 % |
Related-party Transactions (Tab
Related-party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Total Income Attributable to Sonoma Sublease | Total operating income from Sonoma and income solely attributable to the Sonoma Sublease are shown in the table below (in thousands). Total operating income includes income attributable to the sublease, as well as additional operating fees recognized in “other operating income, net” such as common area maintenance charges. See Note 7, Leases , for more detail on the Sonoma Sublease. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Sonoma other operating income, net $ 638 $ 659 $ 1,955 $ 1,976 Sonoma sublease income $ 466 $ 465 $ 1,396 $ 1,396 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Revenue | [1] | $ 25 | $ 3 | $ 117 | $ 36,297 |
Net loss | $ (50,853) | $ (70,254) | $ (181,702) | $ (174,721) | |
Net loss per common share, basic (in dollars per share) | $ (0.20) | $ (0.28) | $ (0.73) | $ (0.71) | |
Net loss per common share, diluted (in dollars per share) | $ (0.20) | $ (0.28) | $ (0.73) | $ (0.71) | |
GSK | GSK Agreement | Change in Collaboration and License Agreement estimate | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Revenue | $ 35,300 | ||||
Net loss | $ 35,300 | ||||
Net loss per common share, basic (in dollars per share) | $ 0.14 | ||||
Net loss per common share, diluted (in dollars per share) | $ 0.14 | ||||
[1](1) Including related-party revenue of zero for both the three months ended September 30, 2023 and 2022, and zero and $36,299 for the nine months ended September 30, 2023 and 2022, respectively. |
License, Collaboration, and S_3
License, Collaboration, and Success Payment Agreements - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Oct. 01, 2022 USD ($) | May 31, 2019 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Oct. 31, 2020 USD ($) $ / shares | Jun. 30, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) $ / shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Research and development expense | $ 43,849,000 | $ 41,607,000 | $ 135,950,000 | $ 121,156,000 | ||||||||
Net loss | $ (50,853,000) | $ (70,254,000) | $ (181,702,000) | $ (174,721,000) | ||||||||
Net loss per common share, basic (in dollars per share) | $ / shares | $ (0.20) | $ (0.28) | $ (0.73) | $ (0.71) | ||||||||
Net loss per common share, diluted (in dollars per share) | $ / shares | $ (0.20) | $ (0.28) | $ (0.73) | $ (0.71) | ||||||||
Impairment of other investments | $ 0 | $ 5,000,000 | $ 12,923,000 | $ 5,000,000 | ||||||||
PACT | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Impairment of other investments | $ 36,400,000 | |||||||||||
Other Investment | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Impairment of other investments | 5,000,000 | 10,000,000 | 5,000,000 | |||||||||
Series A Convertible Preferred Stock | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 1.83 | $ 1.83 | ||||||||||
Fred Hutch | GSK Agreement | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Annual license maintenance payments | $ 50,000 | |||||||||||
Aggregate research payments due | $ 12,000,000 | |||||||||||
Term of collaborative arrangement for research | 6 years | |||||||||||
Research and development expense | 300,000 | 400,000 | 700,000 | 1,400,000 | ||||||||
Aggregate success payment(s) (in millions) | 0 | 0 | ||||||||||
Term of success payment agreement | 9 years | |||||||||||
Trigger period from IPO date | 1 year | |||||||||||
Trigger period thereafter | 2 years | |||||||||||
Fair value of potential success payments due | 400,000 | 400,000 | $ 2,500,000 | |||||||||
Success payment expense (gain) | (1,500,000) | 1,400,000 | (2,100,000) | 800,000 | ||||||||
Fred Hutch | GSK Agreement | Minimum | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Multiple of initial equity value at issuance | 10 | |||||||||||
Aggregate success payment(s) (in millions) | $ 10,000,000 | |||||||||||
Per share common stock price required for payment (in dollars per share) | $ / shares | $ 18.29 | |||||||||||
Fred Hutch | GSK Agreement | Maximum | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Multiple of initial equity value at issuance | 50 | |||||||||||
Aggregate success payment(s) (in millions) | $ 200,000,000 | |||||||||||
Per share common stock price required for payment (in dollars per share) | $ / shares | $ 91.44 | |||||||||||
Stanford | GSK Agreement | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Annual license maintenance payments | $ 50,000 | |||||||||||
Aggregate research payments due | $ 12,000,000 | |||||||||||
Term of collaborative arrangement for research | 4 years | |||||||||||
Research and development expense | 800,000 | 800,000 | 2,300,000 | 2,300,000 | ||||||||
Aggregate success payment(s) (in millions) | 0 | 0 | ||||||||||
Term of success payment agreement | 9 years | |||||||||||
Trigger period from IPO date | 1 year | |||||||||||
Trigger period thereafter | 2 years | |||||||||||
Fair value of potential success payments due | 800,000 | 800,000 | 3,300,000 | |||||||||
Success payment expense (gain) | (1,200,000) | 1,000,000 | (1,200,000) | 1,400,000 | ||||||||
Success payment liability | 600,000 | 600,000 | 1,900,000 | |||||||||
Stanford | GSK Agreement | License | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Potential milestone payments due | 2,500,000 | |||||||||||
Stanford | GSK Agreement | Minimum | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Multiple of initial equity value at issuance | 10 | |||||||||||
Aggregate success payment(s) (in millions) | $ 10,000,000 | |||||||||||
Per share common stock price required for payment (in dollars per share) | $ / shares | $ 18.29 | |||||||||||
Stanford | GSK Agreement | Maximum | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Multiple of initial equity value at issuance | 50 | |||||||||||
Aggregate success payment(s) (in millions) | $ 200,000,000 | |||||||||||
Per share common stock price required for payment (in dollars per share) | $ / shares | $ 91.44 | |||||||||||
Stanford | GSK Agreement | Maximum | License | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Potential milestone payments due | $ 3,700,000 | |||||||||||
GSK | GSK Agreement | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Revenue recognized | 0 | $ 0 | 0 | 36,300,000 | ||||||||
GSK | GSK Agreement | Change in Collaboration and License Agreement estimate | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Revenue recognized | 35,300,000 | |||||||||||
Net loss | $ 35,300,000 | |||||||||||
Net loss per common share, basic (in dollars per share) | $ / shares | $ 0.14 | |||||||||||
Net loss per common share, diluted (in dollars per share) | $ / shares | $ 0.14 | |||||||||||
GSK | GSK Agreement | License | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Contract liabilities | $ 45,000,000 | 0 | 0 | 0 | ||||||||
Stock purchase agreement portion of transaction price | 58,600,000 | |||||||||||
Transaction price | $ 103,600,000 | |||||||||||
Contract assets | $ 0 | 0 | $ 0 | |||||||||
GSK | GSK Agreement | License | Series AA Convertible Preferred Stock | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Stock sold under stock purchase program (in shares) | shares | 30,253,189 | |||||||||||
Price per share of stock sold under stock purchase program (in dollars per share) | $ / shares | $ 6.78 | |||||||||||
Fair value per share of stock sold under stock purchase program (in dollars per share) | $ / shares | $ 4.84 | |||||||||||
PACT | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Gain on other investments | $ 2,900,000 | |||||||||||
PACT | Other Investment | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Impairment of other investments | $ 2,900,000 | |||||||||||
PACT | GSK Agreement | Other Investment | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Strategic equity investment | $ 36,400,000 |
License, Collaboration, and S_4
License, Collaboration, and Success Payment Agreements - Schedule of Aggregate Potential Success Payments (Details) - GSK Agreement | Sep. 30, 2023 USD ($) | Oct. 31, 2020 USD ($) $ / shares | Dec. 31, 2018 USD ($) $ / shares |
Fred Hutch | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Aggregate success payment(s) (in millions) | $ 0 | ||
Stanford | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Aggregate success payment(s) (in millions) | $ 0 | ||
Ten Times | Fred Hutch | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Multiple of initial equity value at issuance | 10 | ||
Per share common stock price required for payment (in dollars per share) | $ / shares | $ 18.29 | ||
Aggregate success payment(s) (in millions) | $ 10,000,000 | ||
Ten Times | Stanford | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Multiple of initial equity value at issuance | 10 | ||
Per share common stock price required for payment (in dollars per share) | $ / shares | $ 18.29 | ||
Aggregate success payment(s) (in millions) | $ 10,000,000 | ||
Twenty Times | Fred Hutch | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Multiple of initial equity value at issuance | 20 | ||
Per share common stock price required for payment (in dollars per share) | $ / shares | $ 36.58 | ||
Aggregate success payment(s) (in millions) | $ 40,000,000 | ||
Twenty Times | Stanford | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Multiple of initial equity value at issuance | 20 | ||
Per share common stock price required for payment (in dollars per share) | $ / shares | $ 36.58 | ||
Aggregate success payment(s) (in millions) | $ 40,000,000 | ||
Thirty Times | Fred Hutch | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Multiple of initial equity value at issuance | 30 | ||
Per share common stock price required for payment (in dollars per share) | $ / shares | $ 54.86 | ||
Aggregate success payment(s) (in millions) | $ 90,000,000 | ||
Thirty Times | Stanford | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Multiple of initial equity value at issuance | 30 | ||
Per share common stock price required for payment (in dollars per share) | $ / shares | $ 54.86 | ||
Aggregate success payment(s) (in millions) | $ 90,000,000 | ||
Forty Times | Fred Hutch | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Multiple of initial equity value at issuance | 40 | ||
Per share common stock price required for payment (in dollars per share) | $ / shares | $ 73.15 | ||
Aggregate success payment(s) (in millions) | $ 140,000,000 | ||
Forty Times | Stanford | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Multiple of initial equity value at issuance | 40 | ||
Per share common stock price required for payment (in dollars per share) | $ / shares | $ 73.15 | ||
Aggregate success payment(s) (in millions) | $ 140,000,000 | ||
Fifty Times | Fred Hutch | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Multiple of initial equity value at issuance | 50 | ||
Per share common stock price required for payment (in dollars per share) | $ / shares | $ 91.44 | ||
Aggregate success payment(s) (in millions) | $ 200,000,000 | ||
Fifty Times | Stanford | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Multiple of initial equity value at issuance | 50 | ||
Per share common stock price required for payment (in dollars per share) | $ / shares | $ 91.44 | ||
Aggregate success payment(s) (in millions) | $ 200,000,000 |
Cash Equivalents and Marketab_3
Cash Equivalents and Marketable Securities - Schedule of Fair Value and Amortized Cost of Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Marketable Securities [Line Items] | |||
Amortized Cost | $ 286,214 | $ 123,554 | $ 116,311 |
Amortized Cost | 577,654 | 702,094 | |
Gross Unrealized Gains | 6 | 4 | |
Gross Unrealized Losses | (1,187) | (7,603) | |
Fair Value | 576,473 | 694,495 | |
Classified as: | |||
Cash equivalents | 264,527 | 107,780 | |
Marketable securities | 289,217 | 516,598 | |
Marketable securities, non-current | 22,729 | 70,117 | |
Total cash equivalents and marketable securities | 576,473 | 694,495 | |
U.S. Treasury securities | |||
Marketable Securities [Line Items] | |||
Amortized Cost | 249,643 | 277,056 | |
Gross Unrealized Gains | 6 | 0 | |
Gross Unrealized Losses | (492) | (5,257) | |
Fair Value | 249,157 | 271,799 | |
U.S. government agency securities | |||
Marketable Securities [Line Items] | |||
Amortized Cost | 69,497 | 135,460 | |
Gross Unrealized Gains | 0 | 1 | |
Gross Unrealized Losses | (544) | (1,416) | |
Fair Value | 68,953 | 134,045 | |
Corporate debt securities | |||
Marketable Securities [Line Items] | |||
Amortized Cost | 89,714 | 221,608 | |
Gross Unrealized Gains | 0 | 3 | |
Gross Unrealized Losses | (151) | (930) | |
Fair Value | 89,563 | 220,681 | |
Money market funds | |||
Marketable Securities [Line Items] | |||
Amortized Cost | 168,800 | 67,970 | |
Fair Value | $ 168,800 | $ 67,970 |
Cash Equivalents and Marketab_4
Cash Equivalents and Marketable Securities - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Marketable Securities [Line Items] | ||
Fair value of securities held in a continuous unrealized loss position for less than twelve months | $ 247.6 | $ 287.8 |
Fair value of securities held in a continuous unrealized loss position for greater than twelve months | $ 104.9 | $ 278.7 |
Maximum | ||
Marketable Securities [Line Items] | ||
Maturity of marketable securities | 2 years | 2 years |
Other Investments (Details)
Other Investments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) entity | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) entity | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) entity | Oct. 01, 2022 USD ($) | |
Schedule of Investments [Line Items] | ||||||
Other investments | $ 32,001 | $ 32,001 | $ 44,924 | |||
Variable interest entity, number of entities company is not primary beneficiary | entity | 2 | 2 | 2 | |||
Variable interest entity maximum loss exposure, amount | $ 13,000 | $ 13,000 | $ 15,900 | |||
Impairment of other investments | 0 | $ 5,000 | 12,923 | $ 5,000 | ||
PACT | ||||||
Schedule of Investments [Line Items] | ||||||
Preferred stock at fair value | $ 2,900 | |||||
Variable Interest Entity, Not Primary Beneficiary | ||||||
Schedule of Investments [Line Items] | ||||||
Other investments | 13,000 | 13,000 | 15,900 | |||
Other Investment | ||||||
Schedule of Investments [Line Items] | ||||||
Cumulative impairments of strategic investments | $ 17,900 | 17,900 | $ 5,000 | |||
Impairment of other investments | $ 5,000 | 10,000 | $ 5,000 | |||
Other Investment | PACT | ||||||
Schedule of Investments [Line Items] | ||||||
Preferred stock at fair value | $ 2,900 | |||||
Impairment of other investments | $ 2,900 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Financial assets: | ||
Total financial assets | $ 576,473 | $ 694,495 |
Financial liabilities: | ||
Success payment liabilities | 1,047 | 4,356 |
Total financial liabilities | 1,047 | 4,356 |
U.S. Treasury securities | ||
Financial assets: | ||
Marketable securities | 249,157 | 271,799 |
U.S. government agency securities | ||
Financial assets: | ||
Marketable securities | 68,953 | 134,045 |
Corporate debt securities | ||
Financial assets: | ||
Marketable securities | 89,563 | 220,681 |
Money market funds | ||
Financial assets: | ||
Money market funds | 168,800 | 67,970 |
Level 1 | ||
Financial assets: | ||
Total financial assets | 168,800 | 67,970 |
Financial liabilities: | ||
Success payment liabilities | 0 | 0 |
Total financial liabilities | 0 | 0 |
Level 1 | U.S. Treasury securities | ||
Financial assets: | ||
Marketable securities | 0 | 0 |
Level 1 | U.S. government agency securities | ||
Financial assets: | ||
Marketable securities | 0 | 0 |
Level 1 | Corporate debt securities | ||
Financial assets: | ||
Marketable securities | 0 | 0 |
Level 1 | Money market funds | ||
Financial assets: | ||
Money market funds | 168,800 | 67,970 |
Level 2 | ||
Financial assets: | ||
Total financial assets | 407,673 | 626,525 |
Financial liabilities: | ||
Success payment liabilities | 0 | 0 |
Total financial liabilities | 0 | 0 |
Level 2 | U.S. Treasury securities | ||
Financial assets: | ||
Marketable securities | 249,157 | 271,799 |
Level 2 | U.S. government agency securities | ||
Financial assets: | ||
Marketable securities | 68,953 | 134,045 |
Level 2 | Corporate debt securities | ||
Financial assets: | ||
Marketable securities | 89,563 | 220,681 |
Level 2 | Money market funds | ||
Financial assets: | ||
Money market funds | 0 | 0 |
Level 3 | ||
Financial assets: | ||
Total financial assets | 0 | 0 |
Financial liabilities: | ||
Success payment liabilities | 1,047 | 4,356 |
Total financial liabilities | 1,047 | 4,356 |
Level 3 | U.S. Treasury securities | ||
Financial assets: | ||
Marketable securities | 0 | 0 |
Level 3 | U.S. government agency securities | ||
Financial assets: | ||
Marketable securities | 0 | 0 |
Level 3 | Corporate debt securities | ||
Financial assets: | ||
Marketable securities | 0 | 0 |
Level 3 | Money market funds | ||
Financial assets: | ||
Money market funds | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Estimated Fair Value of Success Payment Liability Assumptions (Details) | Sep. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Fred Hutch | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of common stock (in dollars per share) | $ 1.47 | $ 3.47 |
Fred Hutch | Risk-free interest rate | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Success payment liability, measurement input (as a percent) | 4.26 | 3.58 |
Fred Hutch | Risk-free interest rate | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Success payment liability, measurement input (as a percent) | 5.42 | 4.65 |
Fred Hutch | Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Success payment liability, measurement input (as a percent) | 0.800 | 0.800 |
Fred Hutch | Expected term (in years) | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Success payment liability, measurement input (as a percent) | 0.71 | 0.46 |
Fred Hutch | Expected term (in years) | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Success payment liability, measurement input (as a percent) | 4.22 | 4.97 |
Stanford | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of common stock (in dollars per share) | $ 1.47 | $ 3.47 |
Stanford | Risk-free interest rate | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Success payment liability, measurement input (as a percent) | 4.21 | 3.58 |
Stanford | Risk-free interest rate | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Success payment liability, measurement input (as a percent) | 5.42 | 4.65 |
Stanford | Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Success payment liability, measurement input (as a percent) | 0.800 | 0.800 |
Stanford | Expected term (in years) | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Success payment liability, measurement input (as a percent) | 0.71 | 0.46 |
Stanford | Expected term (in years) | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Success payment liability, measurement input (as a percent) | 6 | 6.75 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Changes in Estimated Fair Value of Financial Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fred Hutch | GSK Agreement | ||||
Success Payment Liabilities | ||||
Success payment expense (gain) | $ (1,500) | $ 1,400 | $ (2,100) | $ 800 |
Stanford | GSK Agreement | ||||
Success Payment Liabilities | ||||
Success payment expense (gain) | (1,200) | $ 1,000 | (1,200) | $ 1,400 |
Success Payment Liabilities | Level 3 | ||||
Success Payment Liabilities | ||||
Beginning Balance | 4,356 | |||
Change in fair value | (3,309) | |||
Ending Balance | $ 1,047 | $ 1,047 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 01, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment of other investments | $ 0 | $ 5,000 | $ 12,923 | $ 5,000 | |
PACT | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Preferred stock at fair value | $ 2,900 | ||||
Other Investment | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment of other investments | $ 5,000 | 10,000 | $ 5,000 | ||
Other Investment | PACT | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Preferred stock at fair value | $ 2,900 | ||||
Impairment of other investments | $ 2,900 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Commitments Including Expected Lease Incentives to be Received (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 (remaining three months) | $ 2,815 | |
2024 | 11,347 | |
2025 | 11,859 | |
2026 | 12,209 | |
2027 | 12,569 | |
Thereafter | 35,525 | |
Total undiscounted lease payments | 86,324 | |
Less: imputed interest | (21,687) | |
Total operating lease liabilities | 64,637 | |
Operating Lease Liability | ||
Short-term portion of lease liabilities (included in accrued liabilities and other current liabilities) | 6,061 | |
Operating lease liabilities, non-current | 58,576 | $ 63,168 |
Total | $ 64,637 |
Leases - Narrative (Details)
Leases - Narrative (Details) ft² in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 | Sep. 30, 2021 USD ($) ft² | May 31, 2021 ft² | |
Lessee, Lease, Description [Line Items] | |||||||
Operating lease cost | $ 2,300 | $ 2,300 | $ 6,700 | $ 7,000 | |||
Variable lease cost | $ 1,300 | 1,300 | $ 4,100 | 3,800 | |||
Weighted average remaining lease term of operating leases | 7 years | 7 years | 7 years 9 months 18 days | ||||
Operating lease, weighted average discount rate (as a percent) | 8.50% | 8.50% | 8.50% | ||||
South San Francisco, California | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Rentable area | ft² | 11 | ||||||
Sublease income | $ 200 | 200 | $ 600 | 600 | |||
Related Party | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Rentable area | ft² | 18 | ||||||
Related Party | Sonoma | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Rentable area | ft² | 18 | ||||||
Sublease income | $ 466 | $ 465 | $ 1,396 | $ 1,396 | |||
Tenant improvements | $ 4,600 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Aug. 04, 2022 | Sep. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | |||
Preferred stock authorized (in shares) | 10,000,000 | 10,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock outstanding (in shares) | 0 | 0 | |
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock outstanding (in shares) | 251,868,968 | 249,567,343 | |
Goldman Sachs and BofA | At The Market Offering | Equity Distribution Agreement | |||
Class of Stock [Line Items] | |||
Aggregate offering amount | $ 200,000,000 | ||
Percentage of commission from each sale of shares | 3% |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 01, 2023 | Jun. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Total stock-based compensation cost related to unvested awards not yet recognized | $ 76.5 | $ 76.5 | |||||
Expected weighted-average period compensation cost to be recognized | 2 years 9 months 14 days | ||||||
Weighted average grant date fair value (in dollars per share) | $ 1.69 | $ 4.33 | |||||
2021 Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common shares reserved for future issuance (in shares) | 26,662,087 | ||||||
Award expiration period | 10 years | ||||||
Proportion of stock outstanding (as a percent) | 5% | ||||||
Number of additional shares authorized for issuance (in shares) | 12,478,367 | ||||||
Increase in proportion of common shares reserved for future issuance (as a percent) | 5% | ||||||
Vesting period | 4 years | ||||||
Future issuance of common shares (in shares) | 22,478,430 | 22,478,430 | |||||
Stock-based compensation (in shares) | 0 | 0 | 542,921 | 283,574 | |||
2021 Plan | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Award expiration period | 10 years | ||||||
2021 ESPP | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common shares reserved for future issuance (in shares) | 2,470,000 | ||||||
Award expiration period | 10 years | ||||||
Proportion of stock outstanding (as a percent) | 1% | ||||||
Number of additional shares authorized for issuance (in shares) | 0 | ||||||
Future issuance of common shares (in shares) | 3,905,099 | 3,905,099 | |||||
Purchase of common stock at discount (as a percent) | 15% | ||||||
Employee purchase of shares, proportion of fair value (as a percent) | 85% | ||||||
Maximum number of shares to be purchased under ESPP (in shares) | 4,940,000 | ||||||
Maximum offering period | 27 months | ||||||
2018 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Award expiration period | 10 years | ||||||
Vesting period | 4 years | ||||||
Future issuance of common shares (in shares) | 0 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock-Based Compensation Expense by Classification (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 10,516 | $ 19,123 | $ 38,621 | $ 63,561 |
Research and development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 4,548 | 4,442 | 14,439 | 12,401 |
General and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 5,968 | $ 14,681 | $ 24,182 | $ 51,160 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Restricted Stock Units (Details) - RSUs | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Restricted Stock Units Outstanding | |
Balance at beginning of period (in shares) | shares | 872,077 |
RSUs granted (in shares) | shares | 2,559,677 |
RSUs vested (in shares) | shares | (414,018) |
RSUs forfeited or canceled (in shares) | shares | (240,673) |
Balance at end of period (in shares) | shares | 2,777,063 |
Weighted-Average Value at Grant Date Per Share | |
Balance at beginning of period (in dollars per share) | $ / shares | $ 5.98 |
RSUs granted (in dollars per share) | $ / shares | 2.24 |
RSUs vested (in dollars per share) | $ / shares | 3.89 |
RSUs forfeited or canceled (in dollars per share) | $ / shares | 3.66 |
Balance at end of period (in dollars per share) | $ / shares | $ 3.04 |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Number of Stock Options | ||
Beginning balance (in shares) | shares | 53,849,045 | |
Granted (in shares) | shares | 12,276,063 | |
Exercised (in shares) | shares | (1,478,537) | |
Canceled or forfeited (in shares) | shares | (4,196,756) | |
Ending balance (in shares) | shares | 60,449,815 | 53,849,045 |
Exercisable (in shares) | shares | 32,422,027 | |
Weighted- Average Exercise Price Per Share | ||
Beginning balance (in dollars per share) | $ / shares | $ 5.09 | |
Granted (in dollars per share) | $ / shares | 2.30 | |
Exercised (in dollars per share) | $ / shares | 0.10 | |
Cancelled or forfeited (in dollars per share) | $ / shares | 5.26 | |
Ending balance (in dollars per share) | $ / shares | 4.63 | $ 5.09 |
Exercisable (in dollars per share) | $ / shares | $ 4.90 | |
Weighted- Average Remaining Contractual Life (in years) | ||
Options Outstanding | 7 years 6 months 29 days | 7 years 10 months 2 days |
Options Exercisable | 6 years 5 months 19 days | |
Aggregate Intrinsic Value (in thousands) | ||
Options Outstanding | $ | $ 7,517 | $ 24,887 |
Options Exercisable | $ | $ 7,517 |
Stock-based Compensation - Sc_4
Stock-based Compensation - Schedule of Assumptions Used in Black-Scholes Option-Pricing Model for Estimating Fair Value of Stock Options Granted (Details) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 4.13% | 2.32% |
Expected volatility | 88.20% | 85.60% |
Expected term (in years) | 6 years 21 days | 5 years 11 months 23 days |
Expected dividend yield | 0% | 0% |
Related-party Transactions - Na
Related-party Transactions - Narrative (Details) ft² in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) ft² | |
Related Party Transaction [Line Items] | ||||||
Accrued liabilities and other current liabilities | $ 29,652 | $ 29,652 | $ 28,755 | |||
Other non-current liabilities | 3,776 | 3,776 | 4,113 | |||
Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Rentable area | ft² | 18 | |||||
Related Party | Sonoma | ||||||
Related Party Transaction [Line Items] | ||||||
Rentable area | ft² | 18 | |||||
Tenant improvements | $ 4,600 | |||||
Accrued liabilities and other current liabilities | 500 | 500 | 500 | |||
Other non-current liabilities | 3,100 | 3,100 | 3,500 | |||
Related Party | GSK | ||||||
Related Party Transaction [Line Items] | ||||||
Contract liabilities | 0 | 0 | $ 0 | |||
Revenue recognized | $ 0 | $ 0 | $ 0 | $ 36,300 | ||
Related Party | Minimum | Lyell Immunopharma | GSK | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership interest (as a percent) | 10% | 10% |
Related-party Transactions - Sc
Related-party Transactions - Schedule of Total Income Attributable to Sonoma Sublease (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Sonoma other operating income, net | $ 292 | $ 1,251 | $ 2,149 | $ 3,544 |
Related Party | Sonoma | ||||
Related Party Transaction [Line Items] | ||||
Sonoma other operating income, net | 638 | 659 | 1,955 | 1,976 |
Sonoma sublease income | $ 466 | $ 465 | $ 1,396 | $ 1,396 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions | 2 Months Ended | |
Dec. 31, 2023 | Nov. 06, 2023 | |
Forecast | ||
Subsequent Event [Line Items] | ||
Reduction in workforce (as a percent) | 25% | |
Minimum | ||
Subsequent Event [Line Items] | ||
Estimate of workforce reduction charges | $ 6 | |
Maximum | ||
Subsequent Event [Line Items] | ||
Estimate of workforce reduction charges | $ 7 |