Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 12, 2021 | Feb. 26, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | PANDION THERAPEUTICS, INC. | ||
Entity Central Index Key | 0001807901 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 617.8 | ||
Entity Common Stock, Shares Outstanding | 29,515,583 | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | ||
Trading Symbol | PAND | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-39381 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-3015614 | ||
Entity Address, Address Line One | 134 Coolidge Avenue | ||
Entity Address, City or Town | Watertown | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02472 | ||
City Area Code | 617 | ||
Local Phone Number | 393-5925 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | The registrant intends to file a definitive proxy statement pursuant to Regulation 14A relating to the 2021 Annual Meeting of Stockholders within 120 days of the end of the registrant’s fiscal year ended December 31, 2020. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 219,891 | $ 15,970 |
Accounts receivable | 950 | 1,035 |
Prepaid expenses and other current assets | 3,098 | 2,960 |
Total current assets | 223,939 | 19,965 |
Property and equipment, net | 3,423 | 1,054 |
Restricted cash | 502 | |
Total assets | 227,864 | 21,019 |
Current liabilities: | ||
Accounts payable | 1,775 | 1,207 |
Accrued expenses and other current liabilities | 3,282 | 1,455 |
Current portion of deferred revenue | 3,799 | 4,365 |
Total current liabilities | 8,856 | 7,027 |
Deferred revenue, net of current portion | 3,758 | 6,053 |
Long-term debt, net of issuance costs | 3,676 | |
Other long-term liabilities | 520 | 85 |
Total liabilities | 13,134 | 16,841 |
Commitments and contingencies (Note 8) | ||
Redeemable convertible preferred shares, no par value; no shares authorized, issued or outstanding at December 31, 2020; 51,217,321 shares authorized and 35,524,212 shares issued and outstanding at December 31, 2019 | $ 46,967 | |
Stockholders’/Members’ equity (deficit) | ||
Preferred stock, par value $.001 per share: authorized, 5,000,000 shares; none issued | ||
Incentive shares, no par value; no shares authorized, issued or outstanding at December 31, 2020; 7,717,678 shares authorized and 946,751 shares issued and outstanding at December 31, 2019 | $ 172 | |
Additional paid-in capital | $ 300,677 | |
Accumulated deficit | (85,975) | (42,961) |
Total stockholders’/members’ equity (deficit) | 214,730 | (42,789) |
Total liabilities, redeemable convertible preferred stock/shares and stockholders’/members’ equity | 227,864 | $ 21,019 |
Common Stock | ||
Stockholders’/Members’ equity (deficit) | ||
Common stock value | 28 | |
Total stockholders’/members’ equity (deficit) | $ 28 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Redeemable convertible preferred shares, par value | $ 0 | $ 0 |
Redeemable convertible preferred shares, shares authorized | 0 | 51,217,321 |
Redeemable convertible preferred shares, shares issued | 0 | 35,524,212 |
Redeemable convertible preferred shares, shares outstanding | 0 | 35,524,212 |
Preferred shares, par value | $ 0.001 | $ 0.001 |
Preferred shares, Authorized | 5,000,000 | 5,000,000 |
Preferred shares, Issued | 0 | 0 |
Common shares, authorized | 200,000,000 | |
Common shares, Issued | 29,515,583 | |
Common shares, outstanding | 28,381,893 | |
Incentive shares, authorized | 0 | 7,717,678 |
Incentive shares, issued | 0 | 946,751 |
Incentive shares, outstanding | 0 | 946,751 |
Common Stock | ||
Common shares, par value | $ 0.001 | $ 0.001 |
Common shares, authorized | 200,000,000 | 0 |
Common shares, Issued | 29,515,583 | 0 |
Common shares, outstanding | 28,381,893 | 0 |
Common Shares | ||
Common shares, authorized | 0 | 62,000,000 |
Common shares, Issued | 0 | 1,237,639 |
Common shares, outstanding | 0 | 1,110,767 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 8,779 | $ 967 |
Operating expenses | ||
Research and development | 33,905 | 18,176 |
General and administrative | 12,803 | 5,010 |
Total operating expenses | 46,708 | 23,186 |
Loss from operations | (37,929) | (22,219) |
Interest income | 69 | 258 |
Interest expense | (334) | (26) |
Fair value adjustments to convertible note | 89 | 110 |
Net loss | (38,105) | (21,877) |
Change in redemption value of redeemable convertible preferred shares | (4,909) | (3,975) |
Net loss attributable to common shares – basic and diluted | $ (43,014) | $ (25,852) |
Net loss per common share, basic and diluted | $ (3.17) | $ (25) |
Weighted-average number of shares used in computing net loss per common share, basic and diluted | 13,553,460 | 1,034,261 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Shares and Members'/Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | IPO | SAFE | Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Shares | Common Stock | Common StockIPO | Common StockSAFE | Common Shares | Incentive Shares | Additional Paid-in Capital | Additional Paid-in CapitalIPO | Additional Paid-in CapitalSAFE | Accumulated Deficit |
Beginning balance at Dec. 31, 2018 | $ 24,977 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 19,831,103 | |||||||||||||
Beginning balance at Dec. 31, 2018 | $ (17,057) | $ 52 | $ (17,109) | |||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 940,713 | |||||||||||||
Restructuring | $ (24,977) | $ 24,977 | ||||||||||||
Restructuring (in shares) | (19,831,103) | |||||||||||||
Restructuring | $ 52 | (52) | ||||||||||||
Restructuring (in shares) | (940,713) | 940,713 | ||||||||||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs | $ 17,966 | $ 17,966 | ||||||||||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs (in shares) | 15,693,109 | 15,693,109 | ||||||||||||
Change in redemption value of redeemable convertible preferred shares | $ 3,975 | |||||||||||||
Accretion of redeemable convertible preferred shares to redemption value | $ 3,975 | |||||||||||||
Change in redemption value of redeemable convertible preferred shares | (3,975) | (3,975) | ||||||||||||
Issuance of shares | 120 | $ 120 | ||||||||||||
Issuance of shares (in shares) | 946,751 | |||||||||||||
Issuance of common share warrant to lender | 49 | |||||||||||||
Vesting of restricted common shares | 170,054 | |||||||||||||
Net loss | (21,877) | (21,877) | ||||||||||||
Ending balance at Dec. 31, 2019 | $ 46,967 | $ 46,967 | ||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 35,524,212 | 35,524,212 | ||||||||||||
Ending balance at Dec. 31, 2019 | $ (42,789) | $ 172 | (42,961) | |||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 1,110,767 | 946,751 | ||||||||||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs | $ 17,980 | $ 17,980 | ||||||||||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs (in shares) | 15,693,109 | 15,693,109 | ||||||||||||
Issuance of Series A Prime redeemable convertible preferred shares on conversion of JDRF note | $ 1,811 | $ 1,811 | ||||||||||||
Issuance of Series A Prime redeemable convertible preferred shares on conversion of JDRF note (in shares) | 948,225 | 948,225 | ||||||||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs | $ 81,593 | $ 81,593 | ||||||||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs (in shares) | 39,275,790 | 39,275,790 | ||||||||||||
Accretion of redeemable convertible preferred shares to redemption value | $ 4,909 | $ 4,909 | ||||||||||||
Accretion of redeemable convertible preferred shares to redemption value (in shares) | (4,909) | (4,909) | ||||||||||||
Conversion of redeemable convertible preferred, common and incentive shares into common stock | $ 153,260 | $ (153,260) | ||||||||||||
Conversion of redeemable convertible preferred, common and incentive shares into common stock (in shares) | 91,441,336 | (91,441,336) | ||||||||||||
Conversion of redeemable convertible preferred, common and incentive shares into common stock | $ 153,260 | $ 19 | $ (382) | 153,623 | ||||||||||
Conversion of redeemable convertible preferred, common and incentive shares into common stock (in shares) | 19,291,235 | (1,204,986) | (2,364,595) | |||||||||||
Issuance of shares | 210 | $ 138,626 | $ 6,000 | $ 9 | $ 210 | $ 138,617 | $ 6,000 | |||||||
Issuance of shares (in shares) | 8,494,166 | 333,333 | 1,417,844 | |||||||||||
Vesting of restricted common shares | 263,159 | 94,219 | ||||||||||||
Stock-based compensation | 2,437 | 2,437 | ||||||||||||
Net loss | $ (38,105) | (38,105) | ||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | |||||||||||||
Ending balance at Dec. 31, 2020 | $ 214,730 | $ 28 | $ 300,677 | $ (85,975) | ||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 28,381,893 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Shares and Members'/Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jan. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shares issuance costs net | $ 14,269,000 | ||||
IPO | |||||
Shares issuance costs net | 14,269,000 | ||||
Series A Redeemable Convertible Preferred Shares | |||||
Shares issuance costs net | $ 34,000 | 20,000 | $ 34,000 | ||
Series B Redeemable Convertible Preferred Shares | |||||
Shares issuance costs net | $ 136,000 | $ 271,000 | $ 407,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (38,105,000) | $ (21,877,000) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 512,000 | 242,000 |
Equity-based compensation expense | 2,646,000 | 120,000 |
Fair value adjustments on convertible notes | (89,000) | (110,000) |
Noncash interest expense | 224,000 | 14,000 |
(Gain) loss on disposal of property and equipment | (16,000) | 3,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 85,000 | (1,035,000) |
Prepaid expenses and other current assets | (138,000) | (1,674,000) |
Accounts payable | 492,000 | 358,000 |
Accrued expenses and other current liabilities | 1,742,000 | 112,000 |
Deferred rent | 520,000 | |
Deferred revenue | (2,861,000) | 10,418,000 |
Net cash used in operating activities | (34,988,000) | (13,429,000) |
Cash flows from investing activities | ||
Purchases of property and equipment | (2,788,000) | (635,000) |
Net cash used in investing activities | (2,788,000) | (635,000) |
Cash flows from financing activities | ||
Proceeds from simple agreement for future equity | 6,000,000 | |
Proceeds from issuance of common stock | 152,895,000 | |
Common stock issuance costs | (14,269,000) | |
Proceeds from issuance of long-term debt | 2,000,000 | |
Debt issuance costs | (104,000) | |
Repayment of long-term debt | (2,000,000) | |
Net cash provided by financing activities | 242,199,000 | 19,862,000 |
Net increase in cash and cash equivalents | 204,423,000 | 5,798,000 |
Cash and cash equivalents, beginning of year | 15,970,000 | 10,172,000 |
Cash and cash equivalents and restricted cash, end of year | 220,393,000 | 15,970,000 |
Components of cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | 219,891,000 | 15,970,000 |
Restricted cash | 502,000 | |
Cash and cash equivalents and restricted cash, end of year | 220,393,000 | 15,970,000 |
Supplemental cash flow disclosure | ||
Cash paid for interest | 50,000 | 4,000 |
Supplemental disclosures of noncash activities | ||
Conversion of redeemable convertible preferred shares into common stock upon closing of initial public offering | 153,260,000 | |
Exchange of JDRF note and accrued interest for Series A redeemable convertible preferred shares | 1,811,000 | |
Purchases of property and equipment included in accounts payable | 76,000 | 78,000 |
Series A Redeemable Convertible Preferred Shares | ||
Cash flows from financing activities | ||
Common stock issuance costs | (20,000) | (34,000) |
Proceeds from issuance of redeemable convertible preferred shares | 18,000,000 | 18,000,000 |
Supplemental disclosures of noncash activities | ||
Fair value of warrants to purchase Series A redeemable convertible preferred shares issued to lender | $ 49,000 | |
Series B Redeemable Convertible Preferred Shares | ||
Cash flows from financing activities | ||
Common stock issuance costs | (407,000) | |
Proceeds from issuance of redeemable convertible preferred shares | $ 82,000,000 |
Description of Business, Organi
Description of Business, Organization and Liquidity | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business, Organization and Liquidity | 1. Business Pandion Therapeutics, Inc., successor to Pandion Therapeutics Holdco LLC, is a clinical stage biopharmaceutical company developing novel therapeutics designed to address the unmet needs of patients living with autoimmune diseases. We have combined a network-based conceptualization of the immune system, focused on its control nodes, with expertise in advanced protein engineering to develop our TALON (Therapeutic Autoimmune reguLatOry proteiN) drug design and discovery platform. As used in these financial statements, unless the context otherwise requires, references to the “company,” “we,” “us,” and “our” refer to Pandion Therapeutics Inc., its wholly owned subsidiaries Pandion Operations, Inc. and Pandion ProgramCo 1, Inc., and Pandion Securities Corp., a subsidiary of Pandion Operations, Inc. Pandion Therapeutics, Inc. was incorporated on September 19, 2016 as a Delaware corporation. We began operations in January 2017. Our principal offices are located in Watertown, Massachusetts. On December 31, 2018, Pandion Therapeutics Holdco LLC was formed in the state of Delaware. On January 1, 2019, we completed a series of transactions in which Pandion Therapeutics, Inc. became a direct wholly owned subsidiary of Pandion Therapeutics Holdco LLC and all outstanding equity securities of Pandion Therapeutics, Inc. were canceled and converted on a one-for-one basis into equity securities of Pandion Therapeutics Holdco LLC, which we refer to as the “Restructuring.” In accordance with the terms of the LLC Operating Agreement, and on the effective date of the Restructuring; • each share of Pandion Therapeutics, Inc. common stock issued and outstanding immediately prior to the effective date of the Restructuring was converted into one common share of Pandion Therapeutics Holdco LLC; • each share of Pandion Therapeutics, Inc. Series A redeemable convertible preferred stock issued and outstanding immediately prior to the effective date of the Restructuring was converted into one Series A redeemable convertible preferred share of Pandion Therapeutics Holdco LLC; • all outstanding stock options to purchase shares of Pandion Therapeutics, Inc. common stock were cancelled and replaced with the same number of incentive shares in Pandion Therapeutics Holdco LLC; • each warrant issued by Pandion Therapeutics, Inc. that was outstanding immediately prior to the effective date of the Restructuring was cancelled and an equivalent number of incentive shares of Pandion Therapeutics Holdco LLC were issued; and • Pandion Therapeutics, Inc. became a wholly owned subsidiary of Pandion Therapeutics Holdco LLC. We determined that the Restructuring lacked economic substance and was therefore accounted for in a manner consistent with a common control transaction. Similarly, as there was no change in fair value between shareholders, individually or as a class, we determined that the exchange of shares occurring in the Restructuring should be accounted for as a modification of the equity securities and presented as a reclassification of the components of equity. Initial Public Offering and Corporate Conversion In July 2020 we completed our initial public offering, or IPO, of an aggregate of 8,494,166 shares of common stock at a price to the public of $18.00 per share, which included 994,166 shares issued upon the partial exercise by the underwriters in August of 2020 of their option to purchase additional shares of common stock. We received aggregate net proceeds from the IPO of $138.6 million, after deducting underwriting discounts and commissions and offering costs, of $14.3 million. Immediately prior to consummation of the IPO, all outstanding shares of our Series A, Series A Prime and Series B convertible preferred stock were converted into 17,950,177 shares of common stock. Additionally, all of our outstanding incentive shares were converted into 1,504,586 shares of common stock. Our common stock began trading on the Nasdaq Global Select Market on July 17, 2020 under the symbol “PAND”. On July 21, 2020, we amended and restated the certificate of incorporation of Pandion Therapeutics, Inc to authorize 200,000,000 shares of common stock and 5,000,000 shares of preferred stock, which shares of preferred stock are currently undesignated. In contemplation of the initial public offering, on July 10, 2020, our wholly owned subsidiary Pandion Therapeutics, Inc. changed its name to Pandion Operations, Inc. and we subsequently engaged in the following transactions, which we refer to collectively as the Conversion: • we converted from a Delaware limited liability company to a Delaware corporation by filing a certificate of conversion with the Secretary of State of the State of Delaware; and • we changed our name from Pandion Therapeutics Holdco LLC to Pandion Therapeutics, Inc. As part of the Conversion: • holders of Series A preferred shares of Pandion Therapeutics Holdco LLC received one share of Series A preferred stock of Pandion Therapeutics, Inc. for each Series A preferred share held immediately prior to the Conversion; • holders of Series A prime preferred shares of Pandion Therapeutics Holdco LLC received one share of Series A prime preferred stock of Pandion Therapeutics, Inc. for each Series A prime preferred share held immediately prior to the Conversion; • holders of Series B preferred shares of Pandion Therapeutics Holdco LLC received one share of Series B preferred stock of Pandion Therapeutics, Inc. for each Series B preferred share held immediately prior to the Conversion; • holders of common shares of Pandion Therapeutics Holdco LLC received one share of common stock of Pandion Therapeutics, Inc. for each common share held immediately prior to the Conversion; • holders of outstanding incentive shares in Pandion Therapeutics Holdco LLC, all of which were intended to constitute profits interests for U.S. federal income tax purposes, received a number of shares of common stock of Pandion Therapeutics, Inc. based upon a conversion price determined by our board of directors immediately prior to the Conversion. Of the shares of common stock issued in respect of incentive shares, 1,368,515 continue to be subject to vesting in accordance with the vesting schedule applicable to such incentive shares. Based on the determined fair value of $18.00 per common share, the incentive shares converted into an aggregate of 1,504,586 shares of our common stock, and we granted options to purchase an aggregate of 971,123 shares of our common stock. Following the Conversion, Pandion Therapeutics, Inc. held all property and assets of Pandion Therapeutics Holdco LLC and assumed all of the debts and obligations of Pandion Therapeutics Holdco LLC. On the effective date of the Conversion, the members of the board of directors of Pandion Therapeutics Holdco LLC became the members of the board of directors of Pandion Therapeutics, Inc. and the officers of Pandion Therapeutics Holdco LLC became the officers of Pandion Therapeutics, Inc. Reverse Share Split Our board of directors and shareholders approved a one-for-5.0994 reverse share split of our issued and outstanding common shares and incentive shares and a proportional adjustment to the existing conversion ratios for our preferred shares and preferred warrants effective as of July 13, 2020. Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the reverse share split. Liquidity Since inception, we have devoted substantially all our efforts to business planning, research and development, recruiting management and technical staff, and raising capital and have financed our operations primarily through the net proceeds received from our IPO, the issuance of redeemable convertible preferred shares, debt financings, a simple agreement for future equity, or SAFE, and a collaboration agreement . We are subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if our product development efforts are successful, it is uncertain when, if ever, we will realize significant revenue from product sales . We have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date the consolidated financial statements are issued. As of December 31, 2020, we had an accumulated deficit of $86.0 million. We have incurred losses and negative cash flows from operations since inception, including net losses of $38.1 million and $21.9 million for the years ended December 31, 2020 and 2019, respectively. We expect that our operating losses and negative cash flows will continue for the foreseeable future as we continue to develop our product candidates. We expect that our cash and cash equivalents of $219.9 million as of December 31, 2020 will be sufficient to fund our operating expenses and capital requirements for more than 12 months from the date the consolidated financial statements are issued. Additional funding will be necessary to fund future clinical and pre-clinical activities . Coronavirus Pandemic In March 2020, the World Health Organization declared the global novel coronavirus disease 2019, or COVID-19, outbreak a pandemic. Our operations have not been significantly impacted by the COVID-19 outbreak. However, we cannot at this time predict the specific extent, duration, or full impact that the COVID-19 outbreak will have on our financial condition and operations, including ongoing and planned clinical trials. The impact of the COVID-19 coronavirus outbreak on our financial performance will depend on future developments, including the duration and spread of the outbreak and related governmental advisories and restrictions. These developments and the impact of COVID-19 on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, our results may be materially adversely affected. On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act, or CARES Act. The Cares Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effect of COVID-19. The CARES Act provides sweeping tax changes in response to the COVID-19 pandemic, some of the more significant provisions include removal of certain limitations on utilization of net operating losses, increasing the loss carryback period for certain losses to five years, increasing the ability to deduct interest expense, and deferring social security payments, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. The CARES Act has not had a material impact on our financial position and results of operations |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Updates, or ASU, of the Financial Accounting Standards Board, or FASB. Use of estimates The preparation of financial statements in conformity with GAAP requires us to make judgments, assumptions and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to accrued research and development expenses, other long-lived assets, the fair value of our common and incentive shares, fair value of convertible notes, equity-based compensation and the valuation of deferred tax assets. We base our estimates on historical experience and 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 values of assets and liabilities that are not readily apparent from other sources and adjusts those estimates and assumptions when facts and circumstances dictate. We utilize estimates and assumptions in determining the fair value of our common shares, including equity-based awards. We have granted stock options at exercise prices that represented the fair value of our common stock on grant date, as well as incentive shares. We utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation, to estimate the fair value of our common shares. Each valuation methodology includes estimates and assumptions that require our judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which we sold redeemable convertible preferred shares, the superior rights and preferences of the redeemable convertible preferred shares senior to our common shares at the time, and a probability analysis of various liquidity events, such as a public offering or sale of the company, under differing scenarios. Changes to the key assumptions used in the valuations could result in different fair values of common shares at each valuation date. Principles of consolidation These consolidated financial statements include the accounts of the Pandion Therapeutics, Inc, its wholly owned subsidiaries Pandion Operations, Inc. and Pandion ProgramCo 1, Inc., and Pandion Securities Corp., a subsidiary of Pandion Operations, Inc. All intercompany amounts have been eliminated in consolidation. Cash and cash equivalents We consider all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. At December 31, 2020 and 2019, cash equivalents were comprised primarily of money market funds. Concentrations of credit risk and off-balance sheet risk Financial instruments that potentially subject us to significant concentration of credit risk consist primarily of cash and cash equivalents. Our investment policy includes guidelines regarding the quality of the financial institutions and financial instruments and defines allowable investments that we believe minimizes the exposure to concentration of credit risk. We may invest in money market funds, U.S. Treasury securities, corporate debt, U.S. government-related agency securities, commercial paper and certificates of deposit. These deposits may exceed federally insured limits. We have not experienced any losses historically in these accounts and believe that we are not exposed to significant credit risk as our deposits are held at financial institutions that management believes to be of high credit quality. We have no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements. Our revenue for the years ended December 31, 2020 and 2019 and related accounts receivable balance at December 31, 2020 and 2019 derives entirely from Astellas Pharma Inc., or Astellas (Note 12). Fair value of financial instruments Fair value is defined as the price we would receive to sell an investment in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows: Level 1 —Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 —Quoted prices in markets that are not considered to be active or financial instrument valuations for which all significant inputs are observable, either directly or indirectly; and Level 3 —Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Financial instruments are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the investment. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by us in determining fair value is greatest for instruments categorized in Level 3. We monitor the availability of inputs that are significant to the measurement of fair value to assess the appropriate categorization of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, our policy is to recognize significant transfers between levels at the end of the reporting period. The significance of transfers between levels is evaluated based upon the nature of the financial instrument and size of the transfer relative to total net assets available for benefits. Deferred offering costs We capitalize certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. Upon the closing of our initial public offering, these costs were reclassified to additional paid-in capital. If an equity financing is no longer considered probable of being consummated, the deferred offering costs would be expensed immediately to operating expenses in the statement of operations. There were December 31, 2020 Property and equipment Property and equipment are recorded at cost. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in the determination of net income or loss. Fixed assets acquired for research and development purposes are assessed for alternative future use. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. Our fixed assets consist of laboratory equipment and office equipment with an estimated useful life of five years and leasehold improvements are amortized over the lease term. Impairment of long-lived assets We evaluate our long-lived assets, which consist of laboratory equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. To date, no impairments have been recognized in our consolidated financial statements. Research and development expenses We expense research and development costs as incurred. Our research and development expenses consist primarily of costs incurred for the discovery and development of our systemic and tissue targeted immune modulators, and related product candidates and include consultants to conduct preclinical and non-clinical studies, costs to acquire, develop and manufacture supplies for clinical trials and other studies, expenses incurred under agreements with contract manufacturing organizations, or CMOs, contract research organizations, or CROs, investigative sites, consultants to conduct clinical trials and salaries and related costs, including equity-based compensation, depreciation and other allocated facility-related and overhead expenses. Accrued research and development costs We record accruals for estimated costs of preclinical and clinical studies and manufacturing development. A portion of our clinical and manufacturing development activities are conducted by third-party service providers, including CROs and CMOs. The financial terms of these contracts are subject to negotiation, which vary by contract and may result in payments that do not match the periods over which materials or services are provided. We accrue the costs incurred under the agreements based on an estimate of actual work completed in accordance with the agreements. In the event we make advance payments for goods or services that will be used or rendered for future research and development activities, the payments are deferred and capitalized as a prepaid expense and recognized as expense as the goods are received or the related services are rendered. Such payments are evaluated for current or long-term classification based on when they are expected to be realized. If we do not identify costs that have begun to be incurred or if we underestimate or overestimate the level of services performed or the costs of these services, actual expenses could differ from our estimates. To date, we have not experienced significant changes in its estimates of preclinical studies, clinical trial and contract manufacturing accruals. Redeemable convertible preferred shares We classify redeemable convertible preferred shares as temporary equity outside of members’ deficit on our accompanying consolidated balance sheets due to certain redemption events that are not within our control. In the event of a deemed liquidation event, the proceeds from the event are distributed in accordance with liquidation preferences (Note 9). As a result of becoming redeemable due to the passage of time, we record changes in the redemption value and accrete the redeemable convertible preferred shares immediately to redemption value as they occur using the current redemption method. These increases are effected through charges against retained earnings, if any. In the absence of retained earnings, the accretion is charged to the accumulated deficit. The accretion is added to net loss to arrive at the net loss attributable to common shareholders in the calculation of loss per common share. Revenue recognition As of December 31, 2020 and 2019, all of our revenue is generated from our October 2019 license and collaboration agreement with Astellas directed toward the research, development and commercialization of locally acting immunomodulators for autoimmune diseases of the pancreas, or the Astellas Agreement. The Astellas Agreement is within the scope of ASC 606, Revenue from Contracts with Customers Under ASC 606, an entity recognizes revenue when or as its customer obtains control of distinct promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, we perform the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation. We only apply the five-step model to contracts when it is probable that we will collect consideration we are entitled to in exchange for the goods or services it transfers to the customer. Our customer arrangements primarily consist of a license, or an option to license, rights to our intellectual property and research and developments services. Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, we consider factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available and whether the goods or services are integral or dependent to other goods or services in the contract. We estimate the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each arrangement that includes variable consideration, we evaluate the amount of potential payments and the likelihood that the payments will be received. We utilize either the most likely amount method or expected amount method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration which is included in the transaction price may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Development and regulatory milestone payments are assessed under the most likely amount method and not constrained if it is probable that a significant revenue reversal will not occur. Milestone payments that are not within our control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, we re-evaluate the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue in the period of adjustment. To date, we have not recognized any consideration related to the achievement of development, regulatory, or commercial milestone revenue resulting from the Astellas Agreement. For revenue related to sales-based royalties received from licensees, including milestone payments based on the level of sales, where the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, we have not recognized any consideration related to sales-based royalty revenue resulting from the Astellas Agreement. We allocate the transaction price based on the estimated stand-alone selling price of each of the performance obligations. We must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in a contract with a customer. We utilize key assumptions to determine the stand-alone selling price for service obligations, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs. Additionally, in determining the standalone selling price for material rights, we may reference comparable transactions, clinical trial success probabilities, and develop estimates of option exercise likelihood. Any variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts we would expect to receive for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations which consist of licenses and other promises, we utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. We evaluate the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. To the extent we receive payments, including non-refundable payments, in excess of the recognized revenue, such excess is recorded as deferred revenue until we perform our obligations under these arrangements. Amounts are recorded as accounts receivable when our right to consideration is unconditional. Incentive shares Prior to the IPO, we granted incentive shares to employees and non-employees, which generally vest over a four-year period. The incentive shares represented a separate substantive class of equity with defined rights within the LLC Operating Agreement. The incentive shares represented profits interests in us, which was an interest in the increase in the value of us over the Floor Amount, as defined in the LLC Operating Agreement and as determined at the time of grant. The holder, therefore, had the right to participate in distributions of profits only in excess of the Floor Amount. The Floor Amount was based on the valuation of our common shares on or around the grant date. We accounted for incentive shares granted in accordance with ASC 718, Compensation-Stock Compensation Equity-based compensation We measure all stock options, incentive shares and other share-based awards granted based on the fair value on the date of the grant and recognize compensation expense with respect to those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, we have issued stock options, incentive shares and restricted common share awards with only service-based vesting conditions and record the expense for these awards using the straight-line method. We recognize forfeitures related to equity-based compensation awards as they occur and reverse any previously recognized compensation cost associated with forfeited awards in the period the forfeiture occurs. We classify equity-based compensation expense in our consolidated statement of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each equity award grant is estimated on the date of grant using the Black-Scholes option-pricing model, or Black-Scholes. The grant date fair value of our equity awards utilized in Black-Scholes is determined by our board of directors with the assistance of management. The grant date fair value of our common shares is determined using valuation methodologies which utilizes certain assumptions including probability weighting of events, volatility, time to liquidation, a risk-free interest rate and an assumption for a discount for lack of marketability. In determining the fair value of our common shares, the methodologies used to estimate our enterprise value were performed using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. We measure employee and board of director equity-based compensation for stock option and restricted stock grants based on the grant date fair value of the equity awards. Equity-based compensation expense is recognized over the requisite service period of the awards. For equity awards that have a performance condition, we recognize compensation expense based on our assessment of the probability that the performance condition will be achieved. Income taxes Pandion Therapeutics Holdco LLC was taxed under the provisions of Subchapter K—Partners and Partnerships of the Internal Revenue Code. Under those provisions, Pandion Therapeutics Holdco LLC did not pay federal or state corporate income taxes on its taxable income. Instead, each member includes net operating income or loss for Pandion Therapeutics Holdco LLC on its individual return. Pandion Therapeutics, Inc., Pandion Operations, Inc., Pandion ProgramCo1, Inc. and Pandion Securities Corp. use the liability method to account for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. We assess the likelihood of deferred tax assets being realized. We provide a valuation allowance when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences representing net future deductible amounts become deductible. We file U.S. federal and state income tax returns. Our tax positions are subject to audit. Financial statement effects of uncertain tax positions are recognized when it is more likely than not, based on the technical merits of the position, that it will be sustained upon examination. We evaluate uncertain tax positions on a regular basis. The evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of the audit, and effective settlement of audit issues. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax. To date, we have not been subject to any interest and penalties. Net loss per share We calculate basic and diluted net loss per share in conformity with the two-class method required for participating securities. Under the two-class method, basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration of potential dilutive securities. Diluted net loss per share is computed by dividing the net loss by the sum of the weighted average number of common shares outstanding during the period plus the dilutive effects of potentially dilutive securities outstanding during the period. Potentially dilutive securities include performance shares, warrants for common and redeemable convertible preferred shares and redeemable convertible preferred shares. The dilutive effect of performance shares and warrant for common or redeemable convertible preferred shares is computed using the treasury stock method and the dilutive effect of redeemable convertible preferred shares is calculated using the if-converted method. For all periods presented, diluted net loss per share is the same as basic net loss per share since the effect of including potential common shares is anti-dilutive. Segments Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker, or CODM, in making decisions regarding resource allocation and assessing performance. Our CODM is our chief executive officer and we manage our operations as a single segment for the purposes of assessing performance and making operating decisions. Our singular concentration is focused on the development of therapeutics for autoimmune and inflammatory diseases. Comprehensive loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss includes net loss as well as other changes in stockholders’/members’ equity (deficit) that result from transactions and economic events other than those with holders/members. There was no difference between net loss and comprehensive loss for the years ended December 31, 2020 and 2019. Recently adopted accounting pronouncements Effective January 1, 2020, we adopted ASU No. 2018-13, Fair Value Measurement (Topic 820) Recently issued accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. FAIR VALUE MEASUREMENTS The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): December 31, 2020 Total Level 1 Level 2 Level 3 Assets—money market funds $ 219,374 $ 219,374 $ — $ — Total financial assets measured at fair value $ 219,374 $ 219,374 $ — $ — December 31, 2019 Total Level 1 Level 2 Level 3 Assets—money market funds $ 3,517 $ 3,517 $ — $ — Total financial assets measured at fair value $ 3,517 $ 3,517 $ — $ — Liabilities—JDRF Note $ 1,900 $ — $ — $ 1,900 Total financial liabilities measured at fair value $ 1,900 $ — $ — $ 1,900 The following table presents a roll-forward of the fair value of the convertible notes payable for which fair value is determined by Level 3 inputs (in thousands): 2020 2019 Balance at beginning of the year $ 1,900 $ 2,010 Fair value adjustment to convertible note (89 ) (110 ) Conversion of convertible note into Series A prime redeemable convertible preferred shares (1,811 ) — Initial fair value of SAFE 6,000 — Settlement of SAFE (6,000 ) — Balance at end of the year $ — $ 1,900 Our money market funds are highly liquid investments that are valued based on quoted market prices in active markets, which represent a Level 1 measurement within the fair value hierarchy. Valuation techniques used to measure fair value maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Our convertible note and SAFE is classified within Level 3 of the fair value hierarchy because the fair value measurement is based, in part, on significant inputs not observed in the market. The fair value of the SAFE on issuance was determined to be equal to the proceeds of $6.0 million that we received from the sale of the SAFE. Fair value of the SAFE on conversion into common stock (Note 9) was determined to be equal to the fair value of the 333,333 shares of common stock issued upon conversion of the SAFE. In December 2018, we entered into an agreement for the sale of up to $4.0 million of convertible notes with the Juvenile Diabetes Research Foundation, or JDRF, T1D Fund, or JDRF Note, of which $2.0 million was initially sold. We have elected to account for the JDRF Note at fair value. We determine fair value of the JDRF Note using a scenario-based valuation method and a Monte Carlo simulation model with inputs based on certain subjective assumptions, including (a) expected stock price volatility, (b) calculation of a forecast horizon, (c) a risk-free interest rate, and (d) a discount rate. This approach results in the classification of these securities as Level 3 of the fair value hierarchy. The assumptions utilized to value the JDRF Note obligation as of December 31, 2019 were (a) expected stock price volatility of 90%; (b) a forecast horizon of 1.9 years: (c) a risk-free interest rate of 1.6%; and (d) a discount rate of 14.8%. For the year ended December 31, 2019, we recognized a $110,000 gain in the consolidated statements of operations as fair value adjustments on convertible note with respect to changes to the fair value of the JDRF Note during the year . In February 2020, the outstanding principal and accrued interest under the JDRF Note automatically converted at a price of $2.294 per share into 948,225 Series A prime redeemable convertible preferred shares. The final fair value adjustment to the JDRF Note in the year ended December 31, 2020 was determined to be equal to the fair value of the Series A prime redeemable convertible preferred shares into which the JDRF Note was converted. We determine the fair value of our Series A prime redeemable convertible preferred shares using a probability-weighted hybrid method combining (i) an option pricing model, or OPM, and (ii) an IPO scenario with reference to guideline IPOs in the biotechnology sector. For purposes of the OPM the key inputs include an 80.3% volatility rate, a 1.6-year estimated term, a risk-free rate of 0.3% and dividends of zero. For our IPO scenario, the key inputs include a weighted average cost of capital of 25% and a 0.8-year term to a liquidity event. For the year ended December 31, 2020, we recognized a $89,000 gain in the consolidated statements of operations as fair value adjustments on convertible note with respect to changes to the fair value of the JDRF Note. There were no transfers among Level 1, Level 2 or Level 3 categories in the years ended December 31, 2020 or 2019. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid and other current assets consist of the following (in thousands): 2020 2019 Loss recovery receivable $ — $ 1,875 Contract research 620 487 Insurance 1,603 — Tax receivable 358 334 Other 517 264 Total prepaid expenses and other current assets $ 3,098 $ 2,960 In October 2019, several batches of our drug substance were inadvertently disposed of by a vendor resulting in a loss of approximately $1.9 million for the year ended December 31, 2019. During the first quarter of 2020, we entered into a settlement agreement to recover the full cost of replacing the drug substance, resulting in a loss recovery receivable being recorded at December 31, 2019. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net, consist of the following (in thousands): 2020 2019 Laboratory equipment $ 3,716 $ 1,391 Office equipment 121 — Leasehold improvements 385 — Construction in progress 39 — Less: accumulated depreciation (838 ) (337 ) Property and equipment, net $ 3,423 $ 1,054 Depreciation expense was $512,000 and $242,000 for the years ended December 31, 2020 and 2019, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following (in thousands): 2020 2019 Employee compensation costs $ 1,728 $ 915 Research and development costs 748 275 Professional costs 455 243 Other 351 22 Total accrued expenses and other current liabilities $ 3,282 $ 1,455 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 7. LONG-TERM DEBT JDRF convertible note The JDRF Note accrued interest at 7% per year and was scheduled to mature on the third anniversary of each closing. The first closing of $2.0 million took place on the execution date of the JDRF Notes and had a maturity date of December 4, 2021. A second closing of $2.0 million of additional JDRF Notes was subject to the achievement of certain preclinical milestones. However, as a result of our Series B redeemable convertible preferred share financing in March 2020 (Note 9), we were required to issue and sell our redeemable convertible preferred shares in lieu of the issuance of the second JDRF Note. Upon issuance, we elected the fair value option to account for the JDRF Note. As of December 31, 2019, the fair value of the JDRF Note was $1.9 million. We recognized a $0.1 gain in our consolidated statements of operations as fair value adjustments on convertible note with respect to changes to the fair value of the JDRF Note for each of the years ended December 31, 2020 and 2019. In February 2020, the outstanding principal and accrued interest under the JDRF Note automatically converted at a price of $2.294 per share into 948,225 Series A prime redeemable convertible preferred shares. Term loan In November 2019, we entered into a secured term loan facility in the amount of $10.0 million, or Term Loan Facility, with an initial advance of $2.0 million. A second advance of $4.0 million was available to be drawn prior to June 30, 2020 and a third advance of $4.0 million was available to be drawn based upon the achievement of certain events prior to June 30, 2020. The loans under the Term Loan Facility bore interest at the greater of (i) the prime rate less 1% and (ii) 4.25%. In response to the financial impact of the COVID-19 pandemic, in April 2020 the lender extended monthly interest-only payments on the outstanding term loan through November 2021 and the final maturity date on the term loan to May 2024. We were required to pay a $85,000 final payment fee in connection with the Term Loan Facility that was amortized to interest expense over the term of the agreement. The Term Loan Facility was collateralized by a first priority perfected security interest in all of our tangible and intangible property, with the exception of our intellectual property. Interest expense under the outstanding term loan was $50,000 and $12,000 for the years ended December 31, 2020 and 2019. Debt issuance costs of $100,000 were recognized in recording the Term Loan Facility and were amortized to interest expense over the term of the agreement. There were approximately $94,000 of unamortized debt issuance costs at December 31, 2019. Approximately $98,000 and $6,000 related to the amortization of the debt issuance costs on the Term Loan was charged to interest expense during the years ended December 31, 2020 and 2019. In connection with the Term Loan Facility, we issued a warrant to the lender to purchase an aggregate of 55,976 Series A redeemable convertible preferred shares at $1.147 per share. The warrant may be exercised by the holder at any time in whole or in part and will expire in November 2029. At the date of issuance, the fair value of the warrant was determined to be $49,000 utilizing Black-Scholes with the following assumptions: expected term of ten years, risk-free rate of 1.94%, volatility of 70.1% and a dividend yield of zero. The proceeds of the Term Loan were allocated between the Term Loan and the warrants on a relative fair value basis, resulting in a debt discount. The debt discount is being amortized as interest expense over the life of the Term Loan using the effective interest method. For the years ended December 31, 2020 and 2019, we recognized approximately $126,000 and $8,000 of interest expense related to the amortization of the debt discount on the Term Loan. In July 2020, we repaid the $2.0 million of principal outstanding under the Term Loan |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Operating lease At the beginning of 2020, we had leased facilities in Cambridge, Massachusetts under an operating lease that was terminated in April 2020. In February 2020, we vacated the Cambridge, Massachusetts facility and entered into a lease for laboratory and office facilities in Watertown, Massachusetts that expires in March 2026 with a three-year renewal option and opened a secured letter of credit with a third-party financial institution in lieu of a security deposit for $0.5 million. Base rent for this lease is approximately $1.5 million annually with annual escalations of 3%. Rent expense for the years ended December 31, 2020 and 2019 was $1.8 million and $1.0 million, respectively. With the subsequent Watertown, Massachusetts facility lease, our minimum obligations under non-cancelable operating leases are as follows (in thousands): For the Years Ending December 31, 2021 $ 1,595 2022 1,643 2023 1,692 2024 1,743 Thereafter 2,144 Total future minimum lease payments $ 8,817 Licensing Commitments In October 2017, we entered into an antibody library subscription agreement and an antibody discovery services agreement with Distributed Bio, Inc. whereby we obtained a non-exclusive license to use an antibody library and certain software to conduct research and development related to the discovery of antibodies against biological targets of interest to us. Under the agreements, we pay subscription and other fees to Distributed Bio, Inc. and we are also required to make milestone payments to Distributed Bio, Inc. upon achievement of certain clinical and regulatory milestones. We may be required to pay up to $4.3 million in clinical milestones and $12.0 million in regulatory milestones for each antibody product. No milestones have been met as of December 31, 2020. We recorded research and development expense related to these agreements of $0.6 million and $0.6 million for the years ended December 31, 2020 and 2019, respectively. Beginning in 2020, we ceased subscribing to the Distributed Bio antibody library, and as a result are no longer obligated to pay subscription fees under such agreement. We continue to engage Distributed Bio for antibody discovery services pursuant to the Distributed Bio MSA and we pay for such services on a service-by-service basis. Legal proceedings We are not currently a party to any material legal proceedings. At each reporting date, we evaluate whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. We expense the costs related to its legal proceedings as incurred. Indemnification agreements As permitted under Delaware law, we indemnify our officers, directors and employees for certain events or occurrences while the officer or director or employee is, or was, serving at our request in such capacity. The term of the indemnification is for the officer’s, director’s or employee’s lifetime. Further, in the ordinary course of business, we may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. The maximum potential amount of future payments we could be required to make under these indemnification agreements is, in many cases, unlimited. To date however, we have not incurred any material costs as a result of such indemnifications nor experienced any losses related to them. As of December 31, 2020, we were not aware of any claims under indemnification arrangements and does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible; therefore, no related reserves were established. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Shares | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock and Shares | 9. REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHARES In the third quarter of 2020, we completed our IPO, selling an aggregate of 8,494,166 shares of common stock at a price to the public of $18.00 per share, which included 994,166 shares issued upon the partial exercise by the underwriters in August of 2020 of their option to purchase additional shares of common stock. Immediately prior to the consummation of the IPO, all outstanding shares of our Series A, Series A Prime and Series B convertible preferred stock were converted into 17,950,177 shares of common stock. The following table summarizes outstanding redeemable convertible preferred shares (in thousands, except share and per share amounts): Series A Series A prime Series B Total Shares Amount Shares Amount Shares Amount Shares Amount Balance, January 1, 2019 — $ — — $ — — $ — — $ — Restructuring 19,831,103 24,977 — — — — 19,831,103 24,977 Issuance of Series A Preferred Shares, net of issuance costs of $34 15,693,109 17,966 — — — — 15,693,109 17,966 Accretion of redeemable convertible preferred shares to redemption value — 3,975 — — — — — 3,975 Issuance of common share warrant to lender — 49 — — — — — 49 Balance, December 31, 2019 35,524,212 $ 46,967 — $ — — $ — 35,524,212 $ 46,967 Issuance of Series A Preferred Shares, net of issuance costs of $20 15,693,109 17,980 — — — — 15,693,109 17,980 Issuance of Series A Prime Preferred Shares, on conversion of JDRF note — — 948,225 1,811 — — 948,225 1,811 Issuance of Series B Preferred Shares, net of issuance costs of $407 — — — — 39,275,790 81,593 39,275,790 81,593 Accretion of redeemable convertible preferred shares to redemption value — 2,932 — 56 — 1,921 — 4,909 Conversion of redeemable convertible preferred shares into common stock (51,217,321 ) (67,879 ) (948,225 ) (1,867 ) (39,275,790 ) (83,514 ) (91,441,336 ) (153,260 ) Balance, December 31, 2020 — $ — — $ — — $ — — $ — Issuances of redeemable convertible preferred shares In January 2019, we issued 15,693,109 Series A redeemable convertible preferred shares at a price of $1.147 per share for gross cash proceeds of $18.0 million. We incurred issuance costs of $34,000. In February 2020, we issued 15,693,109 Series A redeemable convertible preferred shares at a price of $1.147 per share for gross cash proceeds of $18.0 million. At this closing, the outstanding principal and accrued interest under the JDRF Note automatically converted at a per share price of $2.294 into 948,225 Series A prime redeemable convertible preferred shares. In March 2020, we completed an $80.0 million Series B financing comprised of an initial closing and issuance of 19,158,922 Series B redeemable convertible preferred shares at $2.0878 per share to new and existing investors for gross cash proceeds of $40.0 million and incurred issuance costs of $271,000. In connection with the initial issuance of the Series B redeemable convertible preferred shares, the holders received the right to purchase, and we were under the obligation to sell, an additional 19,158,922 shares of Series B redeemable convertible preferred shares upon achieving a certain clinical development milestone, or the Tranche Right. We determined that the Tranche Right did not meet the definition of a freestanding financial instrument because it is not legally detachable. Further, we determined that the Tranche Right does not meet the definition of an embedded derivative that requires bifurcation from the equity instrument. Therefore, at the initial issuance of the Series B redeemable convertible preferred shares, there was no accounting for the Tranche Right. In June 2020, we issued 19,158,922 Series B redeemable convertible preferred shares at $2.0878 per share in a second closing of our Series B financing to existing investors for gross cash proceeds of $40.0 million and incurred issuance costs of $136,000. We also issued 957,946 Series B redeemable convertible preferred shares to JDRF per the terms of the JDRF Note for gross cash proceeds of $2.0 million. Simple Agreement for Future Equity In June 2020, we entered into a SAFE with a related party, pursuant to which we received $6.0 million in cash in exchange for the providing the investor the right to receive shares of our capital stock. The SAFE contained a number of conversion and redemption provisions, including settlement upon liquidity or dissolution events. We elected the fair value option of accounting for the SAFE. Upon consummation of our initial public offering in July 2020, the SAFE was converted, by its terms, into 333,333 shares of our common stock |
Common Shares
Common Shares | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Common Shares | 10. COMMON SHARES We had 200,000,000 shares of common stock authorized, of which 29,515,583 were issued and 28,381,893 were outstanding at December 31, 2020. Restricted common shares During 2017, we issued 1,429,902 shares of restricted common stock to founders, employees and consultants for aggregate consideration of $1,000. The purchase price of the restricted common stock was the estimated fair value on the grant date. The restricted common stock is subject to vesting over a period of three to four years, and vesting may be accelerated upon a change in control, as defined in the holder agreements. If the holders cease to have a business relationship with us, we may repurchase any unvested shares held by these individuals at their original purchase price. Though legally outstanding, the unvested restricted common stock is not considered outstanding for accounting purposes until the shares vest. The following table summarizes vesting of restricted common shares: Number of Shares Unvested as of January 1, 2019 501,200 Vested (170,054 ) Forfeited (204,274 ) Unvested as of December 31, 2019 126,872 Vested (94,220 ) Conversion from common shares to common stock (32,652 ) Unvested at December 31, 2020 — Restricted common stock In the third quarter of 2020, immediately prior to the consummation of the IPO, all outstanding restricted common shares issued by Pandion Therapeutics Holdco LLC were converted into shares of common stock of Pandion Therapeutics, Inc. Additionally, all of our outstanding incentive shares were converted into 1,504,586 shares of common stock, of which 1,368,515 shares were restricted common stock subject to continued vesting. The following table summarizes vesting of restricted common stock: Number of Shares Weighted Average Grant Date Fair Value Per Share Unvested as of December 31, 2019 — $ — Conversion from common shares to common stock 32,652 $ 18.00 Conversion of incentive shares 1,368,515 $ 18.00 Vested (263,159 ) $ 18.00 Forfeited (4,319 ) $ 18.00 Unvested at December 31, 2020 1,133,689 $ 18.00 |
Incentive Shares and Equity-Bas
Incentive Shares and Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Incentive Shares and Equity-Based Compensation | 11. INCENTIVE SHARES AND EQUITY-BASED COMPENSATION Incentive Shares Prior to the Conversion, we granted incentive shares (profits interest awards) to employees, consultants and non-employee members of our Board of Directors. The LLC Operating Agreement of Pandion Therapeutics Holdco LLC initially provided for the grant of up to 1,717,678 incentive shares. In March 2020, the LLC Operating Agreement was amended to authorize the issuance of up to an aggregate of 13,182,678 incentive shares. Each unvested incentive share represented a non-voting equity interest in Pandion Therapeutics Holdco LLC that entitled the holder to a percentage of the profits and appreciation in the equity value of Pandion Therapeutics Holdco LLC arising after the date of grant and after such time as an applicable threshold amount was met. As part of the Restructuring (Note 1), all of the outstanding stock options and warrants issued under our 2017 Stock Incentive Plan were cancelled and exchanged for incentive shares. On January 1, 2019, we exchanged 195,630 stock options and 14,031 warrants for 209,661 incentive shares with a weighted average fair value of $0.66. We consider this exchange of awards to be a modification with no additional compensation expense. During the year ended December 31, 2019, we granted 737,090 incentive shares with a weighted average fair value of $1.07. As of December 31, 2020, there were no incentive shares available for future grant. The following table provides a summary of the incentive share activity for the years ended December 31, 2020 and 2019: Number of Shares Weighted- Average Fair Value Outstanding at January 1, 2019 — — Issued 946,751 $ 1.07 Outstanding at December 31, 2019 946,751 $ 1.07 Issued 1,417,844 $ 2.01 Cancelled (2,364,595 ) 1.59 Outstanding at December 31, 2020 — $ — The fair value of incentive shares issued was determined using a Black-Scholes option pricing model with the following assumptions: 2020 2019 Expected term (years) 2.0 1.2 – 1.4 Risk-free interest rate 0.17 % 1.88 % Expected volatility 82.7%–83.7% 71.5%–77.0% Expected dividend yield — — 2020 Stock Incentive Plan In anticipation of our IPO, in July 2020, our board of directors adopted and our stockholders approved the 2020 Stock Incentive Plan, or the 2020 Plan, which became effective on July 16, 2020. The 2020 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, awards of restricted stock, restricted stock units and other stock-based awards. The number of shares of our common stock reserved for issuance under the 2020 Plan is equal to the sum of: (1) 2,519,375; plus (2) the number of shares (up to 1,504,613) equal to the number of shares of common stock issued in respect of restricted common shares and incentive shares of Pandion Therapeutics Holdco LLC that were subject to vesting immediately prior to the effectiveness of the registration statement for our IPO that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right; plus (3) an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year commencing on January 1, 2021 We issued 1,143,417 stock options with a weighted average fair value of $11.01 during the year ended December 31, 2020. The following table provides a summary of stock option activity under the 2020 Plan during the year ended December 31, 2020 (in thousands, except share data) Number of Options Weighted- Average Exercise Price Weighted-average remaining contractual term (in years) Aggregate intrinsic value Outstanding at December 31, 2019 — $ — — $ — Granted 1,143,417 $ 17.48 Cancelled (900 ) $ 18.00 Outstanding at December 31, 2020 1,142,517 $ 17.48 9.4 $ 116 Exercisable at December 31, 2020 51,407 $ 18.00 8.9 $ — The fair value of incentive shares issued was determined using a Black-Scholes option pricing model with the following assumptions: 2020 Expected Term (years) 3.5 - 6.6 Expected Volatility 65.3% - 77.5% Risk Free Rate 0.21% - 0.52% Dividend Yield - % 2020 Employee Stock Purchase Plan In July 2020, our board of directors adopted and our stockholders approved the 2020 Employee Stock Purchase Plan, or the ESPP, which became effective on July 16, 2020. A total of 209,948 shares of common stock were reserved for issuance under the ESPP. The number of shares of our common stock reserved for issuance under the ESPP will automatically increase on the first day of each fiscal year, beginning with the fiscal year commencing on January 1, 2021 and continuing for each fiscal year until, and including, the fiscal year commencing on January 1, 2031, in an amount equal to the lowest of (1) 1,500,000 shares of our common stock, (2) 1% of the number of shares of our common stock outstanding on the first day of such fiscal year and (3) an amount determined by our board of directors. No shares have been issued under the ESPP as of December 31, 2020. O n January 1, 2021, an additional 295,156 shares became available for issuance under the ESPP pursuant to the automatic increase described above. Equity-based compensation We recorded equity-based compensation expense related to the issuance of incentive shares and stock options of $2.6 million and $0.1 million during the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, there was $2.9 million of unrecognized compensation cost related to unvested restricted stock that is expected to be recognized over a weighted-average period of approximately 3.2 years. As of December 31, 2020, there was $10.6 million of unrecognized compensation cost related to unvested stock options that is expected to be recognized over a weighted-average period of approximately 3.3 years. Equity-based compensation expense recorded in the accompanying consolidated statements of operations is as follows (in thousands): 2020 2019 Research and development $ 954 $ 32 General and administrative 1,693 88 Total equity-based compensation expense $ 2,647 $ 120 |
Astellas Agreement
Astellas Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Astellas Agreement | 12. ASTELLAS AGREEMENT Under the Astellas Agreement, we will be responsible for design and discovery of bispecific drug candidates based on our proprietary modular immune effector and tissue tether platform and Astellas will be responsible for conducting preclinical, clinical and commercialization activities for the selected candidates developed under the Astellas Agreement. In connection with our services to Astellas, we have granted a non-exclusive, non-transferable research license to Astellas and an exclusive, non-transferable, royalty-bearing, perpetual license to our technology with respect to the designated compound(s) for Astellas to further develop and ultimately commercialize for the treatment of autoimmune diseases of the pancreas. We do not share in the rights to clinical data and results under the Astellas Agreement. In addition, we are obligated under the Astellas Agreement to certain governance activities, reporting obligations and have made other ancillary commitments. The Astellas Agreement has a contractual term of five years. We identified our research and development services, the licenses granted to Astellas and our governance obligations to Astellas as the material promises under the Astellas Agreement. For purposes of identifying our performance obligations under the Astellas Agreement, we believe that while the licenses were granted to Astellas at the outset of the Astellas Agreement, the grant of those licenses did not singularly result in the transfer of our broader obligation to Astellas under the Astellas Agreement, as the license has no true value without the performance of our research and development services, the technology transfer and joint steering committee participation. Our research and development work with respect to bispecific drug candidates are unique with respect to our proprietary knowledge and know how in the design of bispecific antibodies and coupling bispecific antibodies with effector molecules to modulate immune activity. While capable of being distinct, those research and development activities are not distinct within the context of the Astellas Agreement. The licenses provided to Astellas are not transferable and we believe of limited value without our specific research and development services and thus are not capable of being distinct. While our governance obligations are capable of being distinct, those activities are integrated with our research and development efforts under the Astellas Agreement and are not distinct in the context of the contract. Taken together with our research and development activities, including the governance oversight to those activities, the licenses granted under the Astellas Agreement will enable us to further advance designated licensed compounds into and through clinical development, regulatory approval and ultimately commercialization. Therefore, we believe the licenses bundled together with our research and development services and our governance obligations therein constitute a single distinct performance obligation under the Astellas Agreement for accounting purposes, or Performance Obligation. Under the Astellas Agreement, we received a non-refundable, upfront payment of $10.0 million in November 2019. As of December 31, 2020, we estimate that we will receive a further $12.6 million of research funding and external cost reimbursement. We have the right to receive, on a licensed compound-by licensed compound basis, potential research and development milestone payments up to an aggregate of $43.0 million for the first Licensed Compound and $38.0 million for subsequent Licensed Compounds and regulatory milestones up to an aggregate of $105.0 million. If any Astellas licensed products are successfully commercialized, we would be eligible to receive, on a licensed compound-by licensed compound basis, up to $150.0 million from potential commercial milestone payments based on the worldwide net sales of all licensed products containing the same licensed compound. We may also receive tiered mid to high single-digit royalty payments on worldwide net sales of any commercial products developed through our work together under the Astellas Agreement. The achievement and timing of the milestones depend on the success of development, approval and sales progress, if any, of commercial products developed through the collaboration in the future. Provided Astellas designates at least one compound to progress in development under the Astellas Agreement, Astellas may designate up to five further compounds during a period of three years following the expiration of the five year term of the Astellas Agreement for their further evaluation to progress in development. We have no further obligation to Astellas during this period or in the evaluation of any such compounds they may designate, however Astellas may request us to conduct services in connection with their evaluations, however we are not obligated to conduct additional services. We assessed this provision as a potential material right and determined that we have no obligation to provide services (if requested) related to the designated compounds during the additional period and, as such, this provision does not provide Astellas with a material right. While the contractual term under the Astellas Agreement is five years, based on the research plan and budget agreed to by the joint steering committee established under the Astellas Agreement, we initially estimate our research and development commitments will be completed by the end of 2022. As of December 31, 2020, we estimated a total transaction price of $28.7 million, consisting of the fixed upfront payment and estimated research funding and reimbursement of external costs of $18.7 million presently budgeted under the Astellas Agreement to be incurred through 2022, the effective term of our Performance Obligation to Astellas. Upon execution of the Astellas Agreement and as of December 31, 2020, contingent and variable consideration consisting of milestone payments has been constrained and excluded from the transaction price given the significant uncertainty of achievement of the development and regulatory milestones. We have allocated the transaction price entirely to the single, bundled performance obligation. We recorded the $10.0 million up-front payment from Astellas as deferred revenue in November 2019 and will record future invoices under the Astellas Agreement as deferred revenue. We will recognize the estimated total transaction price over the estimated period the research and development services are expected to be provided which, as of December 31, 2020, is through 2022. We believe the Performance Obligation is satisfied over the course of our performance of the research and development activities under the Astellas Agreement and, depicting our performance in satisfaction of the Performance Obligation, we use input method as a measure of progress towards completion of the Performance Obligation according to actual costs incurred compared to estimated total costs to estimate progress toward satisfaction of the Performance Obligation. We will remeasure our progress towards completion of the Performance Obligation at the end of each reporting period. For the years ended December 31, 2020 and 2019, we recognized $8.8 million and $1.0 million of revenue under the Astellas Agreement. We invoice Astellas under the Astellas agreement quarterly in arrears for the cost of external services, quarterly in advance for our estimated internal services and annually to true-up our advance invoicing for estimated internal services. Invoiced amounts under the Astellas Agreement expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a current portion of deferred revenue in the accompanying consolidated balance sheets. Invoiced amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. As of December 31, 2020, we have no contract assets and short-term and long-term deferred revenues of $3.8 million and $3.8 million, respectively, which is presently estimated to be recognized through 2022. The aggregate amount of the transaction price allocated to the Performance Obligation that remains unsatisfied as of December 31, 2020 is estimated be $18.9 million, of which we expect $8.8 million and $10.1 million to be recognized in 2021 and 2022, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. INCOME TAXES The Company has not recorded any net tax provision for the periods presented due to the losses incurred and the need for a full valuation allowance against its deferred tax assets. The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Years Ended December 31, 2020 2019 Income tax benefit at the federal statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 5.3 4.0 Research and development tax credits 4.5 5.3 Permanent items (3.0 ) (7.6 ) Other 0.0 0.3 Change in valuation allowance (27.8 ) (23.0 ) Total — % — % Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The principal components of our deferred tax assets and liabilities consisted of the following (in thousands): Years Ended December 31, 2020 2019 Deferred tax assets Federal and state net operating loss carryforwards $ 16,172 $ 8,234 Research and development tax credits 3,829 1,941 Accrued liabilities 482 287 Deferred revenue 2,065 — Other 364 9 Total deferred tax assets 22,912 10,471 Deferred tax liabilities Depreciation $ (746 ) $ (287 ) Total deferred tax liabilities $ (746 ) $ (287 ) Less: valuation allowance (22,166 ) (10,184 ) Net deferred tax assets $ — $ — We have incurred net operating losses in each year since inception. We have not reflected the benefit of any such net operating loss carryforwards in the consolidated financial statements. Due to our history of losses, and lack of other positive evidence, we have determined that it is more likely than not that our net deferred tax assets will not be realized, and therefore, the net deferred tax assets are fully offset by a valuation allowance at December 31, 2020 and 2019. We increased our valuation allowance by $12.0 million for the year ended December 31, 2020 in order to maintain a full valuation allowance against all of our deferred tax assets. As of December 31, 2020, we had federal net operating loss carryforwards, or NOLs, of $60.1 million and federal tax credits of $2.8 million available to offset tax liabilities. Our federal NOLs and federal tax credit carryforwards begin to expire in 2037 and 2038, respectively. Of the federal NOLs, $57.4 million have an infinite life. We also had gross state NOLs of $56.2 million and state tax credits of $1.4 million which are available to offset state tax liabilities. The state NOLs begin to expire in 2037 and the state tax credits begin to expire in 2032. Federal and state NOLs and tax credit carryforwards are also subject to annual limitations in the event that cumulative changes in the ownership interests of significant stockholders exceed 50% over a three-year period, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986. We have not completed an analysis to determine if the NOLs and tax credits are limited due to a change in ownership. As of December 31, 2020 and 2019, we had not recorded any amounts for unrecognized tax benefits. Our policy is to record interest and penalties related to income taxes as part of our income tax provision. As of December 31, 2020, and 2019 we had not accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in our consolidated statements of operations and comprehensive loss. We file income tax returns in the United States. Our federal and Massachusetts tax returns are not currently under examination by any taxing authority for any open tax year. Due to NOLs, all years remain open for income tax examination. To the extent we have tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the IRS or state tax authorities to the extent utilized in a future period. No federal or state tax audits are currently in process. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plan | 14. DEFINED CONTRIBUTION PLAN In September 2017, we established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code, or 401(k) Plan. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. We are not required to make and have not made any contributions to the 401(k) Plan for the years ended December 31, 2020 and 2019. During the quarter ended December 31, 2020, our Compensation Committee approved us to start making match contributions to employees’ 401(k) effective January 1, 2021. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 15. NET LOSS PER SHARE Net Loss per Share Basic and diluted net loss per share attributable to common shareholders is calculated as follows (in thousands except share and per share amounts): 2020 2019 Net loss $ (38,105 ) $ (21,877 ) Change in redemption value of redeemable convertible preferred shares (4,909 ) (3,975 ) Net loss attributable to common shareholders – basic and diluted $ (43,014 ) $ (25,852 ) Net loss per common share, basic and diluted $ (3.17 ) $ (25.00 ) Weighted-average number of shares outstanding used in computing net loss per common share, basic and diluted 13,553,460 1,034,261 The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive: December 31, 2020 2019 Redeemable convertible preferred shares — 35,524,212 Options to purchase common stock 1,142,517 — Incentive shares — 946,751 Warrants to purchase common stock 10,976 — Warrants to purchase Series A redeemable convertible preferred shares — 55,976 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. RELATED PARTY TRANSACTIONS We engaged a firm managed by an executive of the company for professional services related to accounting, finance and other administrative functions. For the years ended December 31, 2020 and 2019, the costs incurred under this arrangement totaled $1.0 million and $417,000, respectively, which were recorded as general and administrative expense in the accompanying consolidated statements of operations. As of December 31, 2020 and 2019, amounts owed under this arrangement totaled $57,000 and $34,000, respectively, and are included in accounts payable in the accompanying consolidated balance sheets. We engaged a director of the company to provide advice and services as requested by the board of directors. For the years ended December 31, 2020 and 2019, the costs incurred under this arrangement totaled approximately $69,000 and $163,000, respectively, which were recorded as general and administrative expense in the accompanying consolidated statements of operations. This agreement was terminated in July 2020. In March 2020, we issued 19,158,922 Series B preferred redeemable convertible shares at a price of $2.0878 per share, for gross cash proceeds of $40.0 million, of which 12,883,010 shares were sold to our 5% stockholders and their affiliates, and certain of our executive officers and non-employee directors. In June 2020, we issued 19,158,922 Series B redeemable convertible preferred shares in an additional closing at the same price per share as the first closing for gross cash proceeds of $40.0 million, of which 12,883,010 shares were sold to our 5% stockholders and their affiliates, and certain of our executive officers and non-employee directors. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQUENT EVENTS On February 24, 2021, the Company entered into an Agreement and Plan of Merger, or Merger Agreement, with Merck Sharp & Dohme Corp., a New Jersey corporation, or Merck, and Panama Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Merck (Merger Sub). Under the terms of the Merger Agreement, Merger Sub will commence a cash tender offer, or the Tender Offer, to acquire all of the issued and outstanding shares of common stock of the Company at a price per share equal to $60, net to the seller of such shares in cash, without interest, subject to any withholding of taxes required by applicable law. Following the completion of the Tender Offer, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Merck, or the Merger. The Merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware, with no stockholder vote required to consummate the Merger. In the Merger, each outstanding share of the Company’s common stock (other than shares of common stock held by the Company as treasury stock or held by stockholders who are entitled to demand, and who properly demand, appraisal rights under Delaware law) will be converted into the right to receive $60 per share in cash, without interest, subject to any withholding of taxes required by applicable law. The transaction is expected to close in the first half of 2021. The consummation of the Merger will be conditioned on (1) at least a majority of the shares of the Company's outstanding common stock having been validly tendered into and not withdrawn from the Tender Offer, (2) receipt of certain regulatory approvals, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (3) the accuracy of certain representations and warranties that the Company made and compliance by the Company with certain covenants contained in the Merger Agreement, subject to qualifications, (4) there not having been a “Company Material Adverse Effect” (as defined in the Merger Agreement) with respect to the Company since the date of the Merger Agreement, and (5) other customary conditions. The Tender Offer and the Merger are not subject to a financing contingency. The Merger Agreement may be terminated by the Company under certain circumstances, including in connection with an Acquisition Proposal (as defined in the Merger Agreement) that the Company’s Board of Directors determines constitutes a Superior Proposal (as defined in the Merger Agreement). If termination of the Merger Agreement occurs under certain specified circumstances, the Company may be required to pay Merck a termination fee |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Updates, or ASU, of the Financial Accounting Standards Board, or FASB. |
Use of Estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires us to make judgments, assumptions and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to accrued research and development expenses, other long-lived assets, the fair value of our common and incentive shares, fair value of convertible notes, equity-based compensation and the valuation of deferred tax assets. We base our estimates on historical experience and 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 values of assets and liabilities that are not readily apparent from other sources and adjusts those estimates and assumptions when facts and circumstances dictate. We utilize estimates and assumptions in determining the fair value of our common shares, including equity-based awards. We have granted stock options at exercise prices that represented the fair value of our common stock on grant date, as well as incentive shares. We utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation, to estimate the fair value of our common shares. Each valuation methodology includes estimates and assumptions that require our judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which we sold redeemable convertible preferred shares, the superior rights and preferences of the redeemable convertible preferred shares senior to our common shares at the time, and a probability analysis of various liquidity events, such as a public offering or sale of the company, under differing scenarios. Changes to the key assumptions used in the valuations could result in different fair values of common shares at each valuation date. |
Principles of Consolidation | Principles of consolidation These consolidated financial statements include the accounts of the Pandion Therapeutics, Inc, its wholly owned subsidiaries Pandion Operations, Inc. and Pandion ProgramCo 1, Inc., and Pandion Securities Corp., a subsidiary of Pandion Operations, Inc. All intercompany amounts have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and cash equivalents We consider all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. At December 31, 2020 and 2019, cash equivalents were comprised primarily of money market funds. |
Concentration of Credit Risk and Off-balance Sheet Risk | Concentrations of credit risk and off-balance sheet risk Financial instruments that potentially subject us to significant concentration of credit risk consist primarily of cash and cash equivalents. Our investment policy includes guidelines regarding the quality of the financial institutions and financial instruments and defines allowable investments that we believe minimizes the exposure to concentration of credit risk. We may invest in money market funds, U.S. Treasury securities, corporate debt, U.S. government-related agency securities, commercial paper and certificates of deposit. These deposits may exceed federally insured limits. We have not experienced any losses historically in these accounts and believe that we are not exposed to significant credit risk as our deposits are held at financial institutions that management believes to be of high credit quality. We have no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements. Our revenue for the years ended December 31, 2020 and 2019 and related accounts receivable balance at December 31, 2020 and 2019 derives entirely from Astellas Pharma Inc., or Astellas (Note 12). |
Fair Value of Financial Instruments | Fair value of financial instruments Fair value is defined as the price we would receive to sell an investment in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows: Level 1 —Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 —Quoted prices in markets that are not considered to be active or financial instrument valuations for which all significant inputs are observable, either directly or indirectly; and Level 3 —Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Financial instruments are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the investment. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by us in determining fair value is greatest for instruments categorized in Level 3. We monitor the availability of inputs that are significant to the measurement of fair value to assess the appropriate categorization of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, our policy is to recognize significant transfers between levels at the end of the reporting period. The significance of transfers between levels is evaluated based upon the nature of the financial instrument and size of the transfer relative to total net assets available for benefits. |
Deferred Offering Costs | Deferred offering costs We capitalize certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. Upon the closing of our initial public offering, these costs were reclassified to additional paid-in capital. If an equity financing is no longer considered probable of being consummated, the deferred offering costs would be expensed immediately to operating expenses in the statement of operations. There were December 31, 2020 |
Property and Equipment | Property and equipment Property and equipment are recorded at cost. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in the determination of net income or loss. Fixed assets acquired for research and development purposes are assessed for alternative future use. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. Our fixed assets consist of laboratory equipment and office equipment with an estimated useful life of five years and leasehold improvements are amortized over the lease term. |
Impairment of Long-lived Assets | Impairment of long-lived assets We evaluate our long-lived assets, which consist of laboratory equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. To date, no impairments have been recognized in our consolidated financial statements. |
Research and Development Expenses | Research and development expenses We expense research and development costs as incurred. Our research and development expenses consist primarily of costs incurred for the discovery and development of our systemic and tissue targeted immune modulators, and related product candidates and include consultants to conduct preclinical and non-clinical studies, costs to acquire, develop and manufacture supplies for clinical trials and other studies, expenses incurred under agreements with contract manufacturing organizations, or CMOs, contract research organizations, or CROs, investigative sites, consultants to conduct clinical trials and salaries and related costs, including equity-based compensation, depreciation and other allocated facility-related and overhead expenses. |
Accrued Research and Development Costs | Accrued research and development costs We record accruals for estimated costs of preclinical and clinical studies and manufacturing development. A portion of our clinical and manufacturing development activities are conducted by third-party service providers, including CROs and CMOs. The financial terms of these contracts are subject to negotiation, which vary by contract and may result in payments that do not match the periods over which materials or services are provided. We accrue the costs incurred under the agreements based on an estimate of actual work completed in accordance with the agreements. In the event we make advance payments for goods or services that will be used or rendered for future research and development activities, the payments are deferred and capitalized as a prepaid expense and recognized as expense as the goods are received or the related services are rendered. Such payments are evaluated for current or long-term classification based on when they are expected to be realized. If we do not identify costs that have begun to be incurred or if we underestimate or overestimate the level of services performed or the costs of these services, actual expenses could differ from our estimates. To date, we have not experienced significant changes in its estimates of preclinical studies, clinical trial and contract manufacturing accruals. |
Redeemable Convertible Preferred Shares | Redeemable convertible preferred shares We classify redeemable convertible preferred shares as temporary equity outside of members’ deficit on our accompanying consolidated balance sheets due to certain redemption events that are not within our control. In the event of a deemed liquidation event, the proceeds from the event are distributed in accordance with liquidation preferences (Note 9). As a result of becoming redeemable due to the passage of time, we record changes in the redemption value and accrete the redeemable convertible preferred shares immediately to redemption value as they occur using the current redemption method. These increases are effected through charges against retained earnings, if any. In the absence of retained earnings, the accretion is charged to the accumulated deficit. The accretion is added to net loss to arrive at the net loss attributable to common shareholders in the calculation of loss per common share. |
Revenue Recognition | Revenue recognition As of December 31, 2020 and 2019, all of our revenue is generated from our October 2019 license and collaboration agreement with Astellas directed toward the research, development and commercialization of locally acting immunomodulators for autoimmune diseases of the pancreas, or the Astellas Agreement. The Astellas Agreement is within the scope of ASC 606, Revenue from Contracts with Customers Under ASC 606, an entity recognizes revenue when or as its customer obtains control of distinct promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, we perform the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation. We only apply the five-step model to contracts when it is probable that we will collect consideration we are entitled to in exchange for the goods or services it transfers to the customer. Our customer arrangements primarily consist of a license, or an option to license, rights to our intellectual property and research and developments services. Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, we consider factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available and whether the goods or services are integral or dependent to other goods or services in the contract. We estimate the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each arrangement that includes variable consideration, we evaluate the amount of potential payments and the likelihood that the payments will be received. We utilize either the most likely amount method or expected amount method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration which is included in the transaction price may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Development and regulatory milestone payments are assessed under the most likely amount method and not constrained if it is probable that a significant revenue reversal will not occur. Milestone payments that are not within our control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, we re-evaluate the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue in the period of adjustment. To date, we have not recognized any consideration related to the achievement of development, regulatory, or commercial milestone revenue resulting from the Astellas Agreement. For revenue related to sales-based royalties received from licensees, including milestone payments based on the level of sales, where the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, we have not recognized any consideration related to sales-based royalty revenue resulting from the Astellas Agreement. We allocate the transaction price based on the estimated stand-alone selling price of each of the performance obligations. We must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in a contract with a customer. We utilize key assumptions to determine the stand-alone selling price for service obligations, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs. Additionally, in determining the standalone selling price for material rights, we may reference comparable transactions, clinical trial success probabilities, and develop estimates of option exercise likelihood. Any variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts we would expect to receive for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations which consist of licenses and other promises, we utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. We evaluate the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. To the extent we receive payments, including non-refundable payments, in excess of the recognized revenue, such excess is recorded as deferred revenue until we perform our obligations under these arrangements. Amounts are recorded as accounts receivable when our right to consideration is unconditional. |
Incentive Shares | Incentive shares Prior to the IPO, we granted incentive shares to employees and non-employees, which generally vest over a four-year period. The incentive shares represented a separate substantive class of equity with defined rights within the LLC Operating Agreement. The incentive shares represented profits interests in us, which was an interest in the increase in the value of us over the Floor Amount, as defined in the LLC Operating Agreement and as determined at the time of grant. The holder, therefore, had the right to participate in distributions of profits only in excess of the Floor Amount. The Floor Amount was based on the valuation of our common shares on or around the grant date. We accounted for incentive shares granted in accordance with ASC 718, Compensation-Stock Compensation |
Equity-based Compensation | Equity-based compensation We measure all stock options, incentive shares and other share-based awards granted based on the fair value on the date of the grant and recognize compensation expense with respect to those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, we have issued stock options, incentive shares and restricted common share awards with only service-based vesting conditions and record the expense for these awards using the straight-line method. We recognize forfeitures related to equity-based compensation awards as they occur and reverse any previously recognized compensation cost associated with forfeited awards in the period the forfeiture occurs. We classify equity-based compensation expense in our consolidated statement of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each equity award grant is estimated on the date of grant using the Black-Scholes option-pricing model, or Black-Scholes. The grant date fair value of our equity awards utilized in Black-Scholes is determined by our board of directors with the assistance of management. The grant date fair value of our common shares is determined using valuation methodologies which utilizes certain assumptions including probability weighting of events, volatility, time to liquidation, a risk-free interest rate and an assumption for a discount for lack of marketability. In determining the fair value of our common shares, the methodologies used to estimate our enterprise value were performed using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. We measure employee and board of director equity-based compensation for stock option and restricted stock grants based on the grant date fair value of the equity awards. Equity-based compensation expense is recognized over the requisite service period of the awards. For equity awards that have a performance condition, we recognize compensation expense based on our assessment of the probability that the performance condition will be achieved. |
Income Taxes | Income taxes Pandion Therapeutics Holdco LLC was taxed under the provisions of Subchapter K—Partners and Partnerships of the Internal Revenue Code. Under those provisions, Pandion Therapeutics Holdco LLC did not pay federal or state corporate income taxes on its taxable income. Instead, each member includes net operating income or loss for Pandion Therapeutics Holdco LLC on its individual return. Pandion Therapeutics, Inc., Pandion Operations, Inc., Pandion ProgramCo1, Inc. and Pandion Securities Corp. use the liability method to account for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. We assess the likelihood of deferred tax assets being realized. We provide a valuation allowance when it is more likely than not that some portion or all of a deferred tax asset will not be realized. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences representing net future deductible amounts become deductible. We file U.S. federal and state income tax returns. Our tax positions are subject to audit. Financial statement effects of uncertain tax positions are recognized when it is more likely than not, based on the technical merits of the position, that it will be sustained upon examination. We evaluate uncertain tax positions on a regular basis. The evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of the audit, and effective settlement of audit issues. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax. To date, we have not been subject to any interest and penalties. |
Net Loss per Share | Net loss per share We calculate basic and diluted net loss per share in conformity with the two-class method required for participating securities. Under the two-class method, basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration of potential dilutive securities. Diluted net loss per share is computed by dividing the net loss by the sum of the weighted average number of common shares outstanding during the period plus the dilutive effects of potentially dilutive securities outstanding during the period. Potentially dilutive securities include performance shares, warrants for common and redeemable convertible preferred shares and redeemable convertible preferred shares. The dilutive effect of performance shares and warrant for common or redeemable convertible preferred shares is computed using the treasury stock method and the dilutive effect of redeemable convertible preferred shares is calculated using the if-converted method. For all periods presented, diluted net loss per share is the same as basic net loss per share since the effect of including potential common shares is anti-dilutive. |
Segments | Segments Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker, or CODM, in making decisions regarding resource allocation and assessing performance. Our CODM is our chief executive officer and we manage our operations as a single segment for the purposes of assessing performance and making operating decisions. Our singular concentration is focused on the development of therapeutics for autoimmune and inflammatory diseases. |
Comprehensive Loss | Comprehensive loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss includes net loss as well as other changes in stockholders’/members’ equity (deficit) that result from transactions and economic events other than those with holders/members. There was no difference between net loss and comprehensive loss for the years ended December 31, 2020 and 2019. |
Recently Adopted and Issued Accounting Pronouncements | Recently adopted accounting pronouncements Effective January 1, 2020, we adopted ASU No. 2018-13, Fair Value Measurement (Topic 820) Recently issued accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): December 31, 2020 Total Level 1 Level 2 Level 3 Assets—money market funds $ 219,374 $ 219,374 $ — $ — Total financial assets measured at fair value $ 219,374 $ 219,374 $ — $ — December 31, 2019 Total Level 1 Level 2 Level 3 Assets—money market funds $ 3,517 $ 3,517 $ — $ — Total financial assets measured at fair value $ 3,517 $ 3,517 $ — $ — Liabilities—JDRF Note $ 1,900 $ — $ — $ 1,900 Total financial liabilities measured at fair value $ 1,900 $ — $ — $ 1,900 |
Schedule of Fair Value of Convertible Note and SAFE for Which Fair Value Determined by Level 3 Inputs | The following table presents a roll-forward of the fair value of the convertible notes payable for which fair value is determined by Level 3 inputs (in thousands): 2020 2019 Balance at beginning of the year $ 1,900 $ 2,010 Fair value adjustment to convertible note (89 ) (110 ) Conversion of convertible note into Series A prime redeemable convertible preferred shares (1,811 ) — Initial fair value of SAFE 6,000 — Settlement of SAFE (6,000 ) — Balance at end of the year $ — $ 1,900 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid and other current assets consist of the following (in thousands): 2020 2019 Loss recovery receivable $ — $ 1,875 Contract research 620 487 Insurance 1,603 — Tax receivable 358 334 Other 517 264 Total prepaid expenses and other current assets $ 3,098 $ 2,960 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consist of the following (in thousands): 2020 2019 Laboratory equipment $ 3,716 $ 1,391 Office equipment 121 — Leasehold improvements 385 — Construction in progress 39 — Less: accumulated depreciation (838 ) (337 ) Property and equipment, net $ 3,423 $ 1,054 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): 2020 2019 Employee compensation costs $ 1,728 $ 915 Research and development costs 748 275 Professional costs 455 243 Other 351 22 Total accrued expenses and other current liabilities $ 3,282 $ 1,455 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Minimum Obligations Payment Under Non-Cancelable Operating Leases | With the subsequent Watertown, Massachusetts facility lease, our minimum obligations under non-cancelable operating leases are as follows (in thousands): For the Years Ending December 31, 2021 $ 1,595 2022 1,643 2023 1,692 2024 1,743 Thereafter 2,144 Total future minimum lease payments $ 8,817 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Shares (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Outstanding Redeemable Convertible Preferred Shares | The following table summarizes outstanding redeemable convertible preferred shares (in thousands, except share and per share amounts): Series A Series A prime Series B Total Shares Amount Shares Amount Shares Amount Shares Amount Balance, January 1, 2019 — $ — — $ — — $ — — $ — Restructuring 19,831,103 24,977 — — — — 19,831,103 24,977 Issuance of Series A Preferred Shares, net of issuance costs of $34 15,693,109 17,966 — — — — 15,693,109 17,966 Accretion of redeemable convertible preferred shares to redemption value — 3,975 — — — — — 3,975 Issuance of common share warrant to lender — 49 — — — — — 49 Balance, December 31, 2019 35,524,212 $ 46,967 — $ — — $ — 35,524,212 $ 46,967 Issuance of Series A Preferred Shares, net of issuance costs of $20 15,693,109 17,980 — — — — 15,693,109 17,980 Issuance of Series A Prime Preferred Shares, on conversion of JDRF note — — 948,225 1,811 — — 948,225 1,811 Issuance of Series B Preferred Shares, net of issuance costs of $407 — — — — 39,275,790 81,593 39,275,790 81,593 Accretion of redeemable convertible preferred shares to redemption value — 2,932 — 56 — 1,921 — 4,909 Conversion of redeemable convertible preferred shares into common stock (51,217,321 ) (67,879 ) (948,225 ) (1,867 ) (39,275,790 ) (83,514 ) (91,441,336 ) (153,260 ) Balance, December 31, 2020 — $ — — $ — — $ — — $ — |
Common Shares (Tables)
Common Shares (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restricted Common Shares | |
Class of Stock [Line Items] | |
Summary of Vesting of Restricted Common Shares/Stock | The following table summarizes vesting of restricted common shares: Number of Shares Unvested as of January 1, 2019 501,200 Vested (170,054 ) Forfeited (204,274 ) Unvested as of December 31, 2019 126,872 Vested (94,220 ) Conversion from common shares to common stock (32,652 ) Unvested at December 31, 2020 — |
Restricted Common Stock | |
Class of Stock [Line Items] | |
Summary of Vesting of Restricted Common Shares/Stock | The following table summarizes vesting of restricted common stock: Number of Shares Weighted Average Grant Date Fair Value Per Share Unvested as of December 31, 2019 — $ — Conversion from common shares to common stock 32,652 $ 18.00 Conversion of incentive shares 1,368,515 $ 18.00 Vested (263,159 ) $ 18.00 Forfeited (4,319 ) $ 18.00 Unvested at December 31, 2020 1,133,689 $ 18.00 |
Incentive Shares and Equity-B_2
Incentive Shares and Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary Of Incentive Share Activity | The following table provides a summary of the incentive share activity for the years ended December 31, 2020 and 2019: Number of Shares Weighted- Average Fair Value Outstanding at January 1, 2019 — — Issued 946,751 $ 1.07 Outstanding at December 31, 2019 946,751 $ 1.07 Issued 1,417,844 $ 2.01 Cancelled (2,364,595 ) 1.59 Outstanding at December 31, 2020 — $ — |
Fair Value Assumptions of Incentive Shares Issued Determined Using Black-Scholes Option Pricing Model | The fair value of incentive shares issued was determined using a Black-Scholes option pricing model with the following assumptions: 2020 2019 Expected term (years) 2.0 1.2 – 1.4 Risk-free interest rate 0.17 % 1.88 % Expected volatility 82.7%–83.7% 71.5%–77.0% Expected dividend yield — — The fair value of incentive shares issued was determined using a Black-Scholes option pricing model with the following assumptions: 2020 Expected Term (years) 3.5 - 6.6 Expected Volatility 65.3% - 77.5% Risk Free Rate 0.21% - 0.52% Dividend Yield - % |
Summary of Stock Option Activity | The following table provides a summary of stock option activity under the 2020 Plan during the year ended December 31, 2020 (in thousands, except share data) Number of Options Weighted- Average Exercise Price Weighted-average remaining contractual term (in years) Aggregate intrinsic value Outstanding at December 31, 2019 — $ — — $ — Granted 1,143,417 $ 17.48 Cancelled (900 ) $ 18.00 Outstanding at December 31, 2020 1,142,517 $ 17.48 9.4 $ 116 Exercisable at December 31, 2020 51,407 $ 18.00 8.9 $ — |
Summary of Equity-based Compensation Expense | Equity-based compensation expense recorded in the accompanying consolidated statements of operations is as follows (in thousands): 2020 2019 Research and development $ 954 $ 32 General and administrative 1,693 88 Total equity-based compensation expense $ 2,647 $ 120 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate | The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Years Ended December 31, 2020 2019 Income tax benefit at the federal statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 5.3 4.0 Research and development tax credits 4.5 5.3 Permanent items (3.0 ) (7.6 ) Other 0.0 0.3 Change in valuation allowance (27.8 ) (23.0 ) Total — % — % |
Schedule of Components of Deferred Tax Assets and Liabilities | The principal components of our deferred tax assets and liabilities consisted of the following (in thousands): Years Ended December 31, 2020 2019 Deferred tax assets Federal and state net operating loss carryforwards $ 16,172 $ 8,234 Research and development tax credits 3,829 1,941 Accrued liabilities 482 287 Deferred revenue 2,065 — Other 364 9 Total deferred tax assets 22,912 10,471 Deferred tax liabilities Depreciation $ (746 ) $ (287 ) Total deferred tax liabilities $ (746 ) $ (287 ) Less: valuation allowance (22,166 ) (10,184 ) Net deferred tax assets $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | Basic and diluted net loss per share attributable to common shareholders is calculated as follows (in thousands except share and per share amounts): 2020 2019 Net loss $ (38,105 ) $ (21,877 ) Change in redemption value of redeemable convertible preferred shares (4,909 ) (3,975 ) Net loss attributable to common shareholders – basic and diluted $ (43,014 ) $ (25,852 ) Net loss per common share, basic and diluted $ (3.17 ) $ (25.00 ) Weighted-average number of shares outstanding used in computing net loss per common share, basic and diluted 13,553,460 1,034,261 |
Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive: December 31, 2020 2019 Redeemable convertible preferred shares — 35,524,212 Options to purchase common stock 1,142,517 — Incentive shares — 946,751 Warrants to purchase common stock 10,976 — Warrants to purchase Series A redeemable convertible preferred shares — 55,976 |
Description of Business, Orga_2
Description of Business, Organization and Liquidity - Additional Information (Details) $ / shares in Units, $ in Thousands | Jul. 13, 2020 | Jan. 01, 2019shares | Jul. 31, 2020USD ($)$ / sharesshares | Aug. 31, 2020shares | Sep. 30, 2020$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Jul. 21, 2020shares | Jul. 20, 2020shares |
Description of Business, Organization and Liquidity [Line Items] | |||||||||
Entity incorporation date | Sep. 19, 2016 | ||||||||
Conversion of stock description | On January 1, 2019, we completed a series of transactions in which Pandion Therapeutics, Inc. became a direct wholly owned subsidiary of Pandion Therapeutics Holdco LLC and all outstanding equity securities of Pandion Therapeutics, Inc. were canceled and converted on a one-for-one basis into equity securities of Pandion Therapeutics Holdco LLC, which we refer to as the “Restructuring.” | ||||||||
Shares converted | 1 | ||||||||
Shares issued | 1 | ||||||||
Number of shares of common stock issued | 994,166 | ||||||||
Net proceeds after deducting underwriting discounts and commissions and offering costs | $ | $ 14,300 | ||||||||
Aggregate net proceeds from the IPO | $ | $ 138,600 | ||||||||
Common shares, authorized | 200,000,000 | 200,000,000 | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||
Common stock issued for incentive shares | 1,368,515 | ||||||||
Fair value per common share | $ / shares | $ 18 | ||||||||
Incentive shares converted into common stock | 1,504,586 | ||||||||
Options granted to purchase common stock | 971,123 | ||||||||
Reverse share split | one-for-5.0994 | ||||||||
Reverse share split, ratio | 0.196 | ||||||||
Accumulated deficit | $ | $ 85,975 | $ 42,961 | |||||||
Net losses and negative cash flows from operations | $ | 38,105 | 21,877 | |||||||
Cash and cash equivalents | $ | $ 219,891 | $ 15,970 | |||||||
Loss carry back period under cares act | 5 years | ||||||||
Common Stock | |||||||||
Description of Business, Organization and Liquidity [Line Items] | |||||||||
Common shares, authorized | 200,000,000 | 0 | |||||||
Common Stock | Series A, Series A Prime and Series B Convertible Preferred Stock | |||||||||
Description of Business, Organization and Liquidity [Line Items] | |||||||||
Convertible preferred stock, shares issued upon conversion | 17,950,177 | ||||||||
Common Stock | Incentive Shares | |||||||||
Description of Business, Organization and Liquidity [Line Items] | |||||||||
Convertible preferred stock, shares issued upon conversion | 1,504,586 | 1,504,586 | |||||||
IPO | |||||||||
Description of Business, Organization and Liquidity [Line Items] | |||||||||
Number of shares of common stock issued | 8,494,166 | 8,494,166 | |||||||
Shares issued, price per share | $ / shares | $ 18 | $ 18 | |||||||
IPO | Common Stock | |||||||||
Description of Business, Organization and Liquidity [Line Items] | |||||||||
Number of shares of common stock issued | 8,494,166 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Deferred offering costs capitalized | $ 0 | $ 0 |
Impairment of long-lived assets | $ 0 | |
Incentive shares vesting period | 4 years | |
Number of operating segment | Segment | 1 | |
ASU 2018-13 | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Change in accounting principle, accounting standards update, adopted [true false] | true | |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |
ASU 2019-12 | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Change in accounting principle, accounting standards update, early adoption [true false] | true | |
Laboratory Equipment and Office Equipment | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Property and equipment, estimated useful life | 5 years |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets measured at fair value | $ 219,374 | $ 3,517 |
Total financial liabilities measured at fair value | 1,900 | |
JDRF Note | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities measured at fair value | 1,900 | |
Money Market Funds | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets measured at fair value | 219,374 | 3,517 |
Level 1 | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets measured at fair value | 219,374 | 3,517 |
Level 1 | Money Market Funds | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets measured at fair value | $ 219,374 | 3,517 |
Level 3 | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities measured at fair value | 1,900 | |
Level 3 | JDRF Note | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities measured at fair value | $ 1,900 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Convertible Note and SAFE for Which Fair Value Determined by Level 3 Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Balance at beginning of the year | $ 1,900 | $ 2,010 |
Fair value adjustment to convertible note | (89) | (110) |
Conversion of convertible note into Series A prime redeemable convertible preferred shares | (1,811) | |
Initial fair value of SAFE | 6,000 | |
Settlement of SAFE | $ (6,000) | |
Balance at end of the year | $ 1,900 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Jan. 01, 2019shares | Jul. 31, 2020shares | Jun. 30, 2020USD ($) | Feb. 29, 2020$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||||
Shares converted | shares | 1 | ||||||
Fair value of assets transfers among Level 1 to Level 2 | $ 0 | $ 0 | |||||
Fair value of assets transfers among Level 2 to Level 1 | 0 | 0 | |||||
Fair value of liabilities transfers among Level 1 to Level 2 | 0 | 0 | |||||
Fair value of liabilities transfers among Level 2 to Level 1 | 0 | 0 | |||||
Fair value of assets transfers into Level 3 | 0 | 0 | |||||
Fair value of assets transfers out of Level 3 | 0 | 0 | |||||
Fair value of liabilities transfers into Level 3 | 0 | 0 | |||||
Fair value of liabilities transfers out of Level 3 | $ 0 | $ 0 | |||||
Juvenile Diabetes Research Foundation, or JDRF, T1D Fund, or JDRF Note | Maximum | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||||
Convertible notes | $ 4,000,000 | ||||||
JDRF Note | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||||
Convertible notes | $ 2,000,000 | ||||||
Measurement input period | 1 year 7 months 6 days | 1 year 10 months 24 days | |||||
Recognized gain on fair value adjustments on convertible note | $ 89,000 | $ 110,000 | |||||
Convertible shares | shares | 948,225 | ||||||
Conversion price per share | $ / shares | $ 2.294 | ||||||
Percentage of weighted average cost of capital | 25.00% | ||||||
Liquidity event term | 9 months 18 days | ||||||
JDRF Note | Expected Stock Price Volatility | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||||
Measurement input | 0.803 | 0.90 | |||||
JDRF Note | Risk-Free Interest Rate | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||||
Measurement input | 0.003 | 0.016 | |||||
JDRF Note | Discount Rate | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||||
Measurement input | 0.148 | ||||||
JDRF Note | Dividends | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||||
Measurement input | 0 | ||||||
SAFE | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||||||
Cash received in exchange of stock | $ 6,000,000 | $ 6,000,000 | |||||
Shares converted | shares | 333,333 | 333,333 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Loss recovery receivable | $ 1,875 | |
Contract research | $ 620 | 487 |
Insurance | 1,603 | |
Tax receivable | 358 | 334 |
Other | 517 | 264 |
Total prepaid expenses and other current assets | $ 3,098 | $ 2,960 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Prepaid Expense And Other Assets Current [Abstract] | |
Loss recovery receivable | $ 1.9 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Less: accumulated depreciation | $ (838) | $ (337) |
Property and equipment, net | 3,423 | 1,054 |
Laboratory Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | 3,716 | $ 1,391 |
Office Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | 121 | |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | 385 | |
Construction in process [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, net | $ 39 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment Net [Abstract] | ||
Depreciation expense | $ 512,000 | $ 242,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Employee compensation costs | $ 1,728 | $ 915 |
Research and development costs | 748 | 275 |
Professional costs | 455 | 243 |
Other | 351 | 22 |
Total accrued expenses and other current liabilities | $ 3,282 | $ 1,455 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | Jun. 29, 2020 | Jul. 31, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Obligations under long term debt | $ 3,676,000 | |||||
Secured Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Secured term loan facility amount | $ 10,000,000 | |||||
Debt instrument initial advance | $ 2,000,000 | |||||
Debt instrument second advance | $ 4,000,000 | |||||
Debt instrument third advance | $ 4,000,000 | |||||
Debt instrument, description of variable rate basis | The loans under the Term Loan Facility bore interest at the greater of (i) the prime rate less 1% and (ii) 4.25%. | |||||
Debt Instrument, variable interest rate | 4.25% | |||||
Debt instrument final maturity date | 2024-05 | |||||
Long term debt payment terms | In response to the financial impact of the COVID-19 pandemic, in April 2020 the lender extended monthly interest-only payments on the outstanding term loan through November 2021 and the final maturity date on the term loan to May 2024. | |||||
long term debt frequency of periodic payment | monthly interest-only payments | |||||
Repayments of debt | $ 2,000,000 | $ 85,000 | ||||
Interest expense | 50,000 | 12,000 | ||||
Debt issuance costs recognized | 100,000 | |||||
Unamortized debt issuance costs | 94,000 | |||||
Amortization of debt issuance costs | $ 98,000 | 6,000 | ||||
Prepayment fee | 60,000 | |||||
Obligations under long term debt | 0 | |||||
Secured term loan facility available for borrowing | $ 0 | |||||
Secured Term Loan Facility | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, variable interest rate | 1.00% | |||||
Secured Term Loan Facility | Series A Prime Redeemable Convertible Preferred Shares | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument maturity date | Nov. 30, 2029 | |||||
Conversion price per share | $ 1.147 | |||||
Convertible shares | 55,976 | |||||
Interest expense | $ 126,000 | 8,000 | ||||
Fair value of warrants | $ 49,000 | |||||
Measurement input period | 10 years | |||||
Secured Term Loan Facility | Series A Prime Redeemable Convertible Preferred Shares | Risk-Free Interest Rate | ||||||
Debt Instrument [Line Items] | ||||||
Measurement input | 1.94 | |||||
Secured Term Loan Facility | Series A Prime Redeemable Convertible Preferred Shares | Expected Stock Price Volatility | ||||||
Debt Instrument [Line Items] | ||||||
Measurement input | 70.1 | |||||
Secured Term Loan Facility | Series A Prime Redeemable Convertible Preferred Shares | Dividends | ||||||
Debt Instrument [Line Items] | ||||||
Measurement input | 0 | |||||
JDRF Note | ||||||
Debt Instrument [Line Items] | ||||||
Accrued interest rate | 7.00% | |||||
Convertible notes | $ 2,000,000 | |||||
Debt instrument maturity date | Dec. 4, 2021 | |||||
Fair value of convertible note | 1,900,000 | |||||
Recognized gain on fair value adjustments on convertible note | $ 0.1 | |||||
JDRF Note | Series A Prime Redeemable Convertible Preferred Shares | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price per share | $ 2.294 | |||||
Convertible shares | 948,225 | |||||
JDRF Note | Additional JDRF Notes Subject to Achievement of Certain Preclinical Milestones [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes | $ 2,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 29, 2020 | Oct. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments And Contingencies [Line Items] | ||||
Rent expense | $ 1,800,000 | $ 1,000,000 | ||
Research and development | 33,905,000 | 18,176,000 | ||
Library Subscription and Discovery Services Agreement | Distributed Bio, Inc. | ||||
Commitments And Contingencies [Line Items] | ||||
Required to pay regulatory milestones | $ 12,000,000 | |||
Research and development | $ 600,000 | $ 600,000 | ||
Library Subscription and Discovery Services Agreement | Distributed Bio, Inc. | Maximum | ||||
Commitments And Contingencies [Line Items] | ||||
Required to pay clinical milestones | $ 4,300,000 | |||
Operating Lease | ||||
Commitments And Contingencies [Line Items] | ||||
Operating leases, expiration month and year | 2026-03 | |||
Operating lease option to extend description | a three-year renewal option | |||
Operating lease renewal option | 3 years | |||
Base rent | $ 1,500,000 | |||
Base rent annual escalation percentage | 3.00% | |||
Operating Lease | Letter of Credit | ||||
Commitments And Contingencies [Line Items] | ||||
Security deposit | $ 500,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Minimum Obligations Payment Under Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 | $ 1,595 |
2022 | 1,643 |
2023 | 1,692 |
2024 | 1,743 |
Thereafter | 2,144 |
Total future minimum lease payments | $ 8,817 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock and Shares - Additional Information (Details) - USD ($) | Jan. 01, 2019 | Jul. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Jan. 31, 2019 | Aug. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 20, 2020 |
Class of Stock [Line Items] | |||||||||||
Number of shares of common stock issued | 994,166 | ||||||||||
Issuance of convertible preferred shares | 15,693,109 | 15,693,109 | |||||||||
Issuance costs | $ 14,269,000 | ||||||||||
Issuance of convertible preferred shares, value | $ 80,000,000 | $ 81,593,000 | |||||||||
Issuance of convertible preferred shares | 19,158,922 | 19,158,922 | 39,275,790 | ||||||||
Shares converted | 1 | ||||||||||
Clinical Development Milestones | Tranche Right | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of convertible preferred shares | 19,158,922 | ||||||||||
SAFE | |||||||||||
Class of Stock [Line Items] | |||||||||||
Cash received in exchange of stock | $ 6,000,000 | $ 6,000,000 | |||||||||
Shares converted | 333,333 | 333,333 | |||||||||
JDRF Note | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of convertible preferred shares | 957,946 | ||||||||||
Series A Redeemable Convertible Preferred Shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued, price per share | $ 1.147 | $ 1.147 | |||||||||
Issuance of convertible preferred shares | 15,693,109 | 15,693,109 | 15,693,109 | 15,693,109 | |||||||
Proceeds from issuance of convertible preferred shares | $ 18,000,000 | $ 18,000,000 | |||||||||
Issuance costs | $ 34,000 | $ 20,000 | $ 34,000 | ||||||||
Series A Prime Redeemable Convertible Preferred Shares | JDRF Note | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued, price per share | $ 2.294 | ||||||||||
Issuance of convertible preferred shares | 948,225 | ||||||||||
Series B Redeemable Convertible Preferred Shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued, price per share | $ 2.0878 | $ 2.0878 | |||||||||
Proceeds from issuance of convertible preferred shares | $ 40,000,000 | $ 40,000,000 | |||||||||
Issuance costs | 136,000 | $ 271,000 | 407,000 | ||||||||
Issuance of convertible preferred shares, value | $ 81,593,000 | ||||||||||
Issuance of convertible preferred shares | 39,275,790 | ||||||||||
Series B Redeemable Convertible Preferred Shares | JDRF Note | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance costs | $ 2,000,000 | ||||||||||
Common Stock | Series A, Series A Prime and Series B Convertible Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred stock, shares issued upon conversion | 17,950,177 | ||||||||||
IPO | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares of common stock issued | 8,494,166 | 8,494,166 | |||||||||
Shares issued, price per share | $ 18 | $ 18 | |||||||||
Issuance costs | $ 14,269,000 | ||||||||||
IPO | SAFE | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price, per share | $ 18 | ||||||||||
IPO | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares of common stock issued | 8,494,166 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock and Shares - Summary of Outstanding Redeemable Convertible Preferred Shares (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Jan. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||||
Beginning balance | $ 46,967 | |||||
Beginning balance (in shares) | 35,524,212 | |||||
Restructuring | $ 24,977 | |||||
Restructuring, Shares | 19,831,103 | |||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs | $ 17,980 | $ 17,966 | ||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs (in shares) | 15,693,109 | 15,693,109 | ||||
Issuance of Series A Prime redeemable convertible preferred shares on conversion of JDRF note | $ 1,811 | |||||
Issuance of Series A Prime redeemable convertible preferred shares on conversion of JDRF note (in shares) | 948,225 | |||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs | $ 80,000 | $ 81,593 | ||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs (in shares) | 19,158,922 | 19,158,922 | 39,275,790 | |||
Accretion of redeemable convertible preferred shares to redemption value | $ 4,909 | $ 3,975 | ||||
Conversion of redeemable convertible preferred, common and incentive shares into common stock | $ (153,260) | |||||
Conversion of redeemable convertible preferred, common and incentive shares into common stock (in shares) | (91,441,336) | |||||
Issuance of common share warrant to lender | 49 | |||||
Ending balance | $ 46,967 | |||||
Ending balance (in shares) | 0 | 35,524,212 | ||||
Series A Redeemable Convertible Preferred Shares | ||||||
Class of Stock [Line Items] | ||||||
Beginning balance | $ 46,967 | |||||
Beginning balance (in shares) | 35,524,212 | |||||
Restructuring | $ 24,977 | |||||
Restructuring, Shares | 19,831,103 | |||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs | $ 17,980 | $ 17,966 | ||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs (in shares) | 15,693,109 | 15,693,109 | 15,693,109 | 15,693,109 | ||
Accretion of redeemable convertible preferred shares to redemption value | $ 2,932 | $ 3,975 | ||||
Conversion of redeemable convertible preferred, common and incentive shares into common stock | $ (67,879) | |||||
Conversion of redeemable convertible preferred, common and incentive shares into common stock (in shares) | (51,217,321) | |||||
Issuance of common share warrant to lender | 49 | |||||
Ending balance | $ 46,967 | |||||
Ending balance (in shares) | 35,524,212 | |||||
Series A Prime Redeemable Convertible Preferred Shares | ||||||
Class of Stock [Line Items] | ||||||
Issuance of Series A Prime redeemable convertible preferred shares on conversion of JDRF note | $ 1,811 | |||||
Issuance of Series A Prime redeemable convertible preferred shares on conversion of JDRF note (in shares) | 948,225 | |||||
Accretion of redeemable convertible preferred shares to redemption value | $ 56 | |||||
Conversion of redeemable convertible preferred, common and incentive shares into common stock | $ (1,867) | |||||
Conversion of redeemable convertible preferred, common and incentive shares into common stock (in shares) | (948,225) | |||||
Series B Redeemable Convertible Preferred Shares | ||||||
Class of Stock [Line Items] | ||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs | $ 81,593 | |||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs (in shares) | 39,275,790 | |||||
Accretion of redeemable convertible preferred shares to redemption value | $ 1,921 | |||||
Conversion of redeemable convertible preferred, common and incentive shares into common stock | $ (83,514) | |||||
Conversion of redeemable convertible preferred, common and incentive shares into common stock (in shares) | (39,275,790) |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock and Shares - Summary of Outstanding Redeemable Convertible Preferred Shares (Parenthetical) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jan. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||||
Shares issuance costs net | $ 14,269,000 | ||||
Series A Redeemable Convertible Preferred Shares | |||||
Class of Stock [Line Items] | |||||
Shares issuance costs net | $ 34,000 | 20,000 | $ 34,000 | ||
Series B Redeemable Convertible Preferred Shares | |||||
Class of Stock [Line Items] | |||||
Shares issuance costs net | $ 136,000 | $ 271,000 | $ 407,000 |
Common Shares - Additional Info
Common Shares - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2020 | Dec. 31, 2017 | Sep. 30, 2020 | Jul. 21, 2020 | Jul. 20, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common shares, authorized | 200,000,000 | 200,000,000 | ||||
Common shares, Issued | 29,515,583 | |||||
Common shares, outstanding | 28,381,893 | |||||
Vesting period | 4 years | |||||
Common Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common shares, authorized | 200,000,000 | 0 | ||||
Common shares, Issued | 29,515,583 | 0 | ||||
Common shares, outstanding | 28,381,893 | 0 | ||||
Common Stock | Incentive Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Convertible preferred stock, shares issued upon conversion | 1,504,586 | 1,504,586 | ||||
Restricted Common Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares issued during period | 1,429,902 | |||||
Shares issued during period aggregate consideration | $ 1,000 | |||||
Restricted Common Stock | Common Stock | Incentive Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Convertible preferred stock, shares issued upon conversion | 1,368,515 | |||||
Minimum | Restricted Common Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Maximum | Restricted Common Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years |
Common Shares - Summary of Vest
Common Shares - Summary of Vesting of Restricted Common Shares/Stock (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Common Shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Unvested, Beginning Balance | 126,872 | 501,200 |
Number of Shares, Vested | (94,220) | (170,054) |
Number of Shares, Conversion from common shares to common stock | (32,652) | |
Number of Shares, Forfeited | (204,274) | |
Number of Shares, Unvested, Ending Balance | 126,872 | |
Restricted Common Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Conversion of incentive shares | 1,368,515 | |
Number of Shares, Vested | (263,159) | |
Number of Shares, Conversion from common shares to common stock | 32,652 | |
Number of Shares, Forfeited | (4,319) | |
Number of Shares, Unvested, Ending Balance | 1,133,689 | |
Weighted Average Grant Date Fair Value Per Share, Conversion from common shares to common stock | $ 18 | |
Weighted Average Grant Date Fair Value Per Share, Conversion of incentive shares | 18 | |
Weighted Average Grant Date Fair Value Per Share, Vested | 18 | |
Weighted Average Grant Date Fair Value Per Share, Forfeited | 18 | |
Weighted Average Grant Date Fair Value Per Share, Unvested, Ending Balance | $ 18 |
Incentive Shares and Equity-B_3
Incentive Shares and Equity-Based Compensation - Additional Information (Details) - USD ($) | Jan. 01, 2021 | Jan. 01, 2019 | Jul. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted average fair value | $ 1.07 | |||||
Additional compensation expense | $ 2,647,000 | $ 120,000 | ||||
Shares granted | 737,090 | |||||
Incentive shares available for future grant | 0 | |||||
Incentive Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Incentive shares, exchanged in period | 209,661 | |||||
Weighted average fair value | $ 0.66 | |||||
Stock Options | Incentive Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Incentive shares, exchanged in period | 195,630 | |||||
Warrants | Incentive Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Incentive shares, exchanged in period | 14,031 | |||||
Unvested Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized compensation cost | $ 2,900,000 | |||||
Unrecognized compensation cost that is expected to be recognized over a weighted-average period | 3 years 2 months 12 days | |||||
Unvested Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized compensation cost | $ 10,600,000 | |||||
Unrecognized compensation cost that is expected to be recognized over a weighted-average period | 3 years 3 months 18 days | |||||
2017 Stock Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Additional compensation expense | $ 0 | |||||
2020 Stock Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted average fair value | $ 11.01 | |||||
Shares granted | 1,143,417 | |||||
Number of shares of common stock reserved for issuance | 2,519,375 | 1,381,177 | ||||
Annual increase in shares of common stock | 6,000,000 | |||||
Shares issued, percentage of common stock outstanding | 4.00% | |||||
2020 Stock Incentive Plan | Subsequent Event | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Additional shares became available for issuance | 1,180,623 | |||||
2020 Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares of common stock reserved for issuance | 209,948 | |||||
Number of shares of common stock issued | 0 | |||||
Annual increase in shares of common stock | 1,500,000 | |||||
Shares issued, percentage of common stock outstanding | 1.00% | |||||
2020 Employee Stock Purchase Plan | Subsequent Event | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Additional shares became available for issuance | 295,156 | |||||
Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Issuance of incentive shares, authorized | 1,717,678 | 13,182,678 | ||||
Maximum | 2020 Stock Incentive Plan | Restricted Common Shares and Incentive Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares of common stock issued | 1,504,613 |
Incentive Shares and Equity-B_4
Incentive Shares and Equity-Based Compensation - Summary of Incentive Shares Activity (Details) - Incentive Shares - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Unvested, Beginning Balance | 946,751 | |
Number of shares, Issued | 1,417,844 | 946,751 |
Number of Shares, Forfeited | (2,364,595) | |
Number of Shares, Unvested, Ending Balance | 946,751 | |
Weighted Average Grant Date Fair Value Per Share, Unvested, Beginning Balance | $ 1.07 | |
Weighted average fair value, Issued | 2.01 | $ 1.07 |
Weighted Average Grant Date Fair Value Per Share, Unvested, Ending Balance | $ 1.07 | |
Weighted Average Grant Date Fair Value Per Share, Forfeited | $ 1.59 |
Incentive Shares and Equity-B_5
Incentive Shares and Equity-Based Compensation - Fair Value Assumptions of Incentive Shares Issued Determined Using Black-Scholes Option Pricing Model (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
2020 Stock Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility,Minimum | 65.30% | |
Expected volatility,Maximum | 77.50% | |
Risk Free Rate, Minimum | 0.21% | |
Risk Free Rate, Maximum | 0.52% | |
Incentive Shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 2 years | |
Risk-free interest rate | 0.17% | 1.88% |
Expected volatility,Minimum | 82.70% | 71.50% |
Expected volatility,Maximum | 83.70% | 77.00% |
Minimum | 2020 Stock Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 3 years 6 months | |
Minimum | Incentive Shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 1 year 2 months 12 days | |
Maximum | 2020 Stock Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 6 years 7 months 6 days | |
Maximum | Incentive Shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 1 year 4 months 24 days |
Incentive Shares and Equity-B_6
Incentive Shares and Equity-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options, Granted | 737,090 | |
2020 Stock Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options, Granted | 1,143,417 | |
Options, Cancelled | (900) | |
Options, Outstanding at end of period | 1,142,517 | |
Options, Exercisable at end of period | 51,407 | |
Weighted Average Exercise Price, Granted | $ 17.48 | |
Weighted Average Exercise Price, Cancelled | 18 | |
Weighted Average Exercise Price, Outstanding at end of period | 17.48 | |
Weighted Average Exercise Price, Exercisable at end of period | $ 18 | |
Weighted average remaining contractual term, Outstanding at end of period | 9 years 4 months 24 days | |
Weighted average remaining contractual term , Exercisable at end of period | 8 years 10 months 24 days | |
Aggregate intrinsic value, Outstanding at end of period | $ 116 |
Incentive Shares and Equity-B_7
Incentive Shares and Equity-Based Compensation - Summary of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Equity-based compensation | $ 2,647 | $ 120 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Equity-based compensation | 954 | 32 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Equity-based compensation | $ 1,693 | $ 88 |
Astellas Agreement - Additional
Astellas Agreement - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Short-term deferred revenue | $ 3,799,000 | $ 4,365,000 | |
Long-term deferred revenue | 3,758,000 | 6,053,000 | |
License and Collaboration Agreement | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Deferred revenue | $ 10,000,000 | ||
Revenues | 8,800,000 | $ 1,000,000 | |
Contract assets | 0 | ||
Short-term deferred revenue | 3,800,000 | ||
Long-term deferred revenue | 3,800,000 | ||
Revenue, remaining performance obligation | $ 18,900,000 | ||
License and Collaboration Agreement | Astellas Pharma Inc. | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
License and collaboration agreement, contractual term | 5 years | ||
Non-refundable upfront payment received | $ 10,000,000 | ||
Estimated research funding and external cost reimbursement receivable | $ 12,600,000 | ||
Subsequent licensed compounds, milestone payments, right to receive | 38,000,000 | ||
Transaction price | 28,700,000 | ||
Estimated research funding and reimbursement of external costs presently budgeted under the agreement | 18,700,000 | ||
License and Collaboration Agreement | Astellas Pharma Inc. | Maximum | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
First licensed compound, milestone payments, right to receive | 43,000,000 | ||
Regulatory milestone payments receivable upon achievement of specified regulatory milestones | 105,000,000 | ||
Amount eligible to receive from potential commercial milestone payments based on net sales of all licensed products containing same licensed compound, if any licensed products are successfully commercialized | $ 150,000,000 |
Astellas Agreement - Addition_2
Astellas Agreement - Additional Information (Details1) - License and Collaboration Agreement $ in Millions | Dec. 31, 2020USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Revenue, remaining performance obligation | $ 18.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Revenue, remaining performance obligation | $ 8.8 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Revenue, remaining performance obligation | $ 10.1 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | ||
Net tax provision | $ 0 | $ 0 |
Increase in valuation allowance | $ 12,000,000 | |
Period for cumulative change in ownership | 3 years | |
Unrecognized tax benefits | $ 0 | 0 |
Accrued interest or penalties | 0 | 0 |
Interest or penalties | $ 0 | $ 0 |
Minimum | ||
Income Tax Disclosure [Line Items] | ||
Cumulative change in ownership percentage | 50.00% | |
Federal | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | $ 60,100,000 | |
Tax credits carryforward, amount | $ 2,800,000 | |
Operating loss, expiration beginning year | 2037 | |
Tax credits, expiration beginning year | 2038 | |
Operating loss carryforwards with infinite life | $ 57,400,000 | |
State | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | 56,200,000 | |
Tax credits carryforward, amount | $ 1,400,000 | |
Operating loss, expiration beginning year | 2037 | |
Tax credits, expiration beginning year | 2032 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at the federal statutory rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | 5.30% | 4.00% |
Research and development tax credits | 4.50% | 5.30% |
Permanent items | (3.00%) | (7.60%) |
Other | 0.00% | 0.30% |
Change in valuation allowance | (27.80%) | (23.00%) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Federal and state net operating loss carryforwards | $ 16,172 | $ 8,234 |
Research and development tax credits | 3,829 | 1,941 |
Accrued liabilities | 482 | 287 |
Deferred revenue | 2,065 | |
Other | 364 | 9 |
Total deferred tax assets | 22,912 | 10,471 |
Deferred tax liabilities | ||
Depreciation | (746) | (287) |
Total deferred tax liabilities | (746) | (287) |
Less: valuation allowance | $ (22,166) | $ (10,184) |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | ||
Contributions to 401(k) plan | $ 0 | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (38,105) | $ (21,877) |
Change in redemption value of redeemable convertible preferred shares | (4,909) | (3,975) |
Net loss attributable to common shareholders – basic and diluted | $ (43,014) | $ (25,852) |
Net loss per common share, basic and diluted | $ (3.17) | $ (25) |
Weighted-average number of shares used in computing net loss per common share, basic and diluted | 13,553,460 | 1,034,261 |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Redeemable Convertible Preferred Shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 35,524,212 | |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 1,142,517 | |
Incentive Shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 946,751 | |
Warrants to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 10,976 | |
Warrants to Purchase Series A Redeemable Convertible Preferred Shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 55,976 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Issuance of convertible preferred shares | 19,158,922 | 19,158,922 | 39,275,790 | |
Series B Redeemable Convertible Preferred Shares | ||||
Related Party Transaction [Line Items] | ||||
Issuance of convertible preferred shares | 39,275,790 | |||
Shares issued, price per share | $ 2.0878 | $ 2.0878 | ||
Proceeds from issuance of convertible preferred shares | $ 40,000,000 | $ 40,000,000 | ||
Executive | General and Administrative | ||||
Related Party Transaction [Line Items] | ||||
Costs incurred under arrangement | $ 1,000,000 | $ 417,000 | ||
Executive | Accounts Payable | ||||
Related Party Transaction [Line Items] | ||||
Amounts owed under arrangement | $ 57,000 | 34,000 | ||
Director | ||||
Related Party Transaction [Line Items] | ||||
Related party agreement termination date | 2020-07 | |||
Director | General and Administrative | ||||
Related Party Transaction [Line Items] | ||||
Costs incurred under arrangement | $ 69,000 | $ 163,000 | ||
Stockholders and their Affiliates, Executive Officers and Non-employee Directors | ||||
Related Party Transaction [Line Items] | ||||
Issuance of convertible preferred shares | 12,883,010 | 12,883,010 | ||
Stockholders and their Affiliates, Executive Officers and Non-employee Directors | Series B Redeemable Convertible Preferred Shares | ||||
Related Party Transaction [Line Items] | ||||
Percentage of convertible shares sold to related party | 5.00% | 5.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - Merger Agreement $ / shares in Units, $ in Millions | Feb. 24, 2021USD ($)$ / shares |
Subsequent Event [Line Items] | |
Right to receive for remaining untended shares per share | $ 60 |
Expected termination fee | $ | $ 65 |
Panama Merger Sub Inc. | |
Subsequent Event [Line Items] | |
Cash tender offer price per share | $ 60 |