Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 17, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | VOR BIOPHARMA INC. | ||
Entity Central Index Key | 0001817229 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity File Number | 001-39979 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-1591163 | ||
Entity Address, Address Line One | 100 Cambridgepark Drive | ||
Entity Address, Address Line Two | Suite 101 | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02140 | ||
City Area Code | 617 | ||
Local Phone Number | 655-6580 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Common Stock, Shares Outstanding | 66,373,784 | ||
Entity Public Float | $ 115,730,496 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | VOR | ||
Security Exchange Name | NASDAQ | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for its 2023 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2022, are incorporated by reference in Part III of this Annual Report on Form 10-K. | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Boston, Massachusetts | ||
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 57,706 | $ 119,801 |
Marketable securities | 172,539 | 87,668 |
Prepaid expenses | 4,368 | 4,836 |
Other current assets | 2,337 | 2,094 |
Total current assets | 236,950 | 214,399 |
Restricted cash equivalents | 2,413 | 2,413 |
Property and equipment, net | 12,634 | 6,853 |
Operating lease right-of-use assets | 44,444 | 15,670 |
Other assets | 2,925 | 3,255 |
Total assets | 299,366 | 242,590 |
Current liabilities: | ||
Accounts payable | 1,772 | 1,545 |
Accrued liabilities | 7,889 | 6,335 |
Operating lease liabilities | 3,272 | 1,839 |
Other current liabilities | 186 | 434 |
Total current liabilities | 13,119 | 10,153 |
Long-term liabilities: | ||
Operating lease liabilities—non-current | 35,640 | 16,174 |
Total liabilities | 48,759 | 26,327 |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of December 31, 2022 and December 31, 2021; 0 shares issued and outstanding as of December 31, 2022 and December 31, 2021 | ||
Common stock, $0.0001 par value; 400,000,000 shares authorized as of December 31, 2022 and December 31, 2021; 66,079,597 and 37,375,428 shares issued and 65,996,138 and 37,174,741 outstanding as of December 31, 2022 and December 31, 2021, respectively | 7 | 4 |
Additional paid-in capital | 473,587 | 346,382 |
Accumulated other comprehensive loss | (770) | |
Accumulated deficit | (222,217) | (130,123) |
Total stockholders' equity | 250,607 | 216,263 |
Total liabilities and stockholders equity | $ 299,366 | $ 242,590 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 66,079,597 | 37,375,428 |
Common stock, shares outstanding | 65,996,138 | 37,174,741 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 64,550 | $ 47,529 |
General and administrative | 28,868 | 21,489 |
Total operating expenses | 93,418 | 69,018 |
Loss from operations | (93,418) | (69,018) |
Other income: | ||
Interest income | 1,324 | 119 |
Total other income | 1,324 | 119 |
Net loss | (92,094) | (68,899) |
Cumulative dividends on redeemable convertible preferred stock | (1,228) | |
Net loss attributable to common stockholders | $ (92,094) | $ (70,127) |
Net loss per share attributable to common stockholders, basic | $ (2.33) | $ (2.10) |
Net loss per share attributable to common stockholders, diluted | $ (2.33) | $ (2.10) |
Weighted-average number of common shares outstanding, basic | 39,551,420 | 33,433,214 |
Weighted-average number of common shares outstanding, diluted | 39,551,420 | 33,433,214 |
Other comprehensive loss: | ||
Unrealized gain (loss) on available for sale investments | $ (770) | |
Total other comprehensive loss | (770) | |
Comprehensive loss attributable to common stockholders | $ (92,864) | $ (70,127) |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Series A-1 Redeemable Convertible Preferred Stock | Series A-2 Redeemable Convertible Preferred Stock | Series B Redeemable Convertible Preferred Stock |
Beginning Balance at Dec. 31, 2020 | $ (59,065) | $ 1 | $ 2,158 | $ (61,224) | ||||
Beginning Balance, Shares at Dec. 31, 2020 | 505,074 | |||||||
Beginning Balance at Dec. 31, 2020 | $ 2 | $ 42,786 | $ 64,548 | |||||
Beginning Balance, Shares at Dec. 31, 2020 | 20,000,000 | 107,194,866 | 124,519,220 | |||||
Issuance of redeemable convertible preferred stock | $ 45,375 | |||||||
Issuance of redeemable convertible preferred stock, Shares | 87,259,605 | |||||||
Conversion of redeemable convertible preferred stock into common stock upon closing of initial public offering | $ (2) | $ (42,786) | $ (109,923) | |||||
Conversion of redeemable convertible preferred stock into common stock upon closing of initial public offering, Shares | (20,000,000) | (107,194,866) | (211,778,825) | |||||
Conversion of redeemable convertible preferred stock into common stock upon closing of initial public offering | 152,711 | $ 2 | 152,709 | |||||
Conversion of redeemable convertible preferred stock into common stock upon closing of initial public offering, Shares | 24,924,501 | |||||||
Issuance of common shares upon closing of initial public offering, net of offering costs and underwriter fees of $17,132 | 186,308 | $ 1 | 186,307 | |||||
Issuance of common shares upon closing of initial public offering, net of offering costs and underwriter fees, Shares | 11,302,219 | |||||||
Issuance of common stock upon vesting and exercise of stock options | 894 | 894 | ||||||
Issuance of common stock upon vesting and exercise of stock options, Shares | 442,947 | |||||||
Stock-based compensation expense | 4,314 | 4,314 | ||||||
Net loss | (68,899) | (68,899) | ||||||
Ending Balance at Dec. 31, 2021 | $ 216,263 | $ 4 | 346,382 | (130,123) | ||||
Ending Balance, Shares at Dec. 31, 2021 | 37,174,741 | 37,174,741 | ||||||
Issuance of common stock upon vesting and exercise of stock options | $ 1,233 | 1,233 | ||||||
Issuance of common stock upon vesting and exercise of stock options, Shares | 671,796 | |||||||
Issuance of common stock upon vesting of restricted stock units, Shares | 319,155 | |||||||
Issuance of common stock under the employee stock purchase plan | 117 | 117 | ||||||
Issuance of common stock under the employee stock purchase plan, Shares | 34,242 | |||||||
Issuance of common stock from at-the-market sales agreements | 4,356 | 4,356 | ||||||
Issuance of common stock from at-the-market sales agreements, Shares | 866,030 | |||||||
Issuance of common stock from offering and concurrent private placement, net of issuance costs | 110,807 | $ 3 | 110,804 | |||||
Issuance of common stock from offering and concurrent private placement, net of issuance costs, Shares | 26,930,174 | |||||||
Stock-based compensation expense | 10,695 | 10,695 | ||||||
Other comprehensive loss, net of tax | (770) | $ (770) | ||||||
Net loss | (92,094) | (92,094) | ||||||
Ending Balance at Dec. 31, 2022 | $ 250,607 | $ 7 | $ 473,587 | $ (770) | $ (222,217) | |||
Ending Balance, Shares at Dec. 31, 2022 | 65,996,138 | 65,996,138 |
CONSOLIDATED STATEMENTS OF RE_2
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance of common shares upon closing of initial public offering, offering costs and underwriter fees | $ 17,132 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (92,094) | $ (68,899) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation expense | 2,525 | 1,434 |
Non-cash lease expense | 6,435 | 3,017 |
Stock-based compensation | 10,695 | 4,315 |
Other | (12) | 174 |
Changes in operating assets and liabilities: | ||
Operating lease liability | (13,311) | (2,559) |
Prepaid expenses and other current assets | 225 | (6,363) |
Accounts payable and accrued liabilities | 1,114 | 405 |
Other assets | (721) | (668) |
Net cash used in operating activities | (85,144) | (69,144) |
Cash flow from investing activities | ||
Purchases of marketable securities | (123,189) | (87,757) |
Proceed from maturities of marketable securities | 37,560 | |
Purchases of property and equipment | (8,462) | (3,894) |
Net cash used in investing activities | (94,091) | (91,651) |
Cash flow from financing activities | ||
Proceeds from issuance of redeemable convertible preferred stock | 45,375 | |
Proceeds from the issuance of common stock upon closing of initial public offering, net of underwriter fees | 189,198 | |
Payment of initial public offering costs | (2,215) | |
Proceeds from the issuance of common stock from public offering and concurrent private placement, net of underwriter fees and issuance costs | 111,524 | |
Proceeds from the issuance of common stock from at-the-market sales agreements, net of issuance costs | 4,451 | |
Proceeds from stock option exercises and issuance of common stock under ESPP | 1,165 | 553 |
Net cash provided by financing activities | 117,140 | 232,911 |
Net (decrease) increase in cash, cash equivalents and restricted cash equivalents | (62,095) | 72,116 |
Cash, cash equivalents and restricted cash equivalents, beginning of period | 122,214 | 50,098 |
Cash, cash equivalents and restricted cash equivalents, end of period | 60,119 | 122,214 |
Supplemental disclosure of non-cash activities | ||
Lease incentive paid by the landlord on behalf of the Company | 7,872 | |
Operating right-of-use assets and operating lease liability recorded upon lease commencement | 23,376 | 35 |
Purchases of property and equipment in accounts payable | 38 | 194 |
Financing costs associated with the sale of common stock included in accounts payable and accrued expenses | $ 812 | |
Conversion of redeemable convertible preferred stock to common stock upon closing of the initial public offering | $ 152,711 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 57,706 | $ 119,801 | |
Restricted cash equivalents | 2,413 | 2,413 | |
Total cash, cash equivalents and restricted cash equivalents as shown on the statements of cash flows | $ 60,119 | $ 122,214 | $ 50,098 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of the Business | 1. Nature of the Business Vor Biopharma Inc. (the “Company”) is a clinical-stage cell and genome engineering company that combines a novel patient engineering approach with targeted therapies to provide a single company solution for patients suffering from hematological malignancies. The Company’s proprietary platform leverages its expertise in hematopoietic stem cell (“HSC”) biology, genome engineering and targeted therapy development to genetically modify HSCs to remove surface targets expressed by cancer cells. The Company is headquartered in Cambridge, Massachusetts. The Company was incorporated on December 30, 2015 . Initial Public Offering On February 9, 2021, the Company completed an initial public offering (“IPO”) of its common stock. At the closing of the IPO, the Company sold 11,302,219 shares of its common stock, at a public offering price of $ 18.00 per share. The Company received net proceeds of $ 186.3 million from the IPO, after deducting underwriters’ discounts and commissions and other offering expenses paid by the Company. Upon closing of the IPO, all shares of the Company’s Series A-1, A-2 and B redeemable convertible preferred stock then outstanding automatically converted into an aggregate of 24,924,501 shares of common stock. Upon conversion of the redeemable convertible preferred stock, the Company reclassified the carrying value of the redeemable convertible preferred stock to common stock and additional paid-in capital. Risks and Uncertainties The Company is subject to a number of risks common to development stage companies in the biotechnology industry, including, but not limited to, risks of failure of preclinical studies and clinical trials, dependence on key personnel, protection of proprietary technology, reliance on third party organizations, risks of obtaining regulatory approval for any product candidate that it may develop, development by competitors of technological innovations, compliance with government regulations, the impact of the COVID-19 pandemic, including impacts related to the variants of the virus, and the need to obtain additional financing. The Company anticipates that it will continue to incur significant operating losses for the next several years as it continues to develop its product candidates. The Company believes that its existing cash, cash equivalents and investments at December 31, 2022 will be sufficient to allow the Company to fund its current operations through at least a period of one year after the date the financial statements are issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification ("ASC") or an Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amount of expenses during the reporting period. Actual results could differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies in developing the estimates and assumptions that are used in the preparation of the consolidated financial statements. Management must apply significant judgment in this process. Management’s estimation process often may yield a range of potentially reasonable estimates and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: estimating the fair value of the Company’s common stock (prior to the IPO); accrued expenses and related research and development expenses. Segments Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on an aggregate basis for the purpose of allocating resources. Cash and Cash Equivalents The Company considers highly-liquid investments purchased with an original maturity date of ninety days or less from the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market funds. Cash equivalents are stated at cost, which approximates market value. Investments Investments in marketable debt securities are classified as available-for-sale. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such securities represent an investment of cash that is available for current operations. Available-for-sale investments are reported at fair value at each balance sheet date. Changes in the market value of available-for-sale investments, excluding other-than-temporary impairments, are reflected as other comprehensive loss, a component of stockholders’ equity. Realized gains and losses are determined using the specific identification method and are included in other income in our consolidated statements of operations and comprehensive loss. Investments are evaluated for other-than-temporary impairment at the end of each reporting period. Impairment is evaluated considering numerous factors, and their relative significance varies depending on the situation. Factors considered include whether a decline in fair value below the amortized cost basis is due to credit-related factors or non-credit-related factors, the financial condition and near-term prospects of the issuer, and the Company's intent and ability to hold the investment to allow for an anticipated recovery in fair value. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income and a new cost basis in the investment is established. Restricted Cash The Company had $ 2.4 million of restricted cash in the form of a letter of credit related to a lease at December 31, 2022 and 2021 . Comprehensive loss Comprehensive loss includes net loss, as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash equivalents and investments. The Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company’s investments consist of money market funds and marketable debt securities, including corporate bonds and U.S. Treasury securities. The Company’s investments may include commercial paper and other debt securities of U.S. government agencies, corporate entities, and banks. The Company’s investment policy limits instruments to investment grade securities with high credit quality issuers with the objective to preserve capital and to maintain liquidity until the funds can be used in business operations. Measurement of Credit Losses For financial assets measured at fair value through other comprehensive loss, the Company must record an allowance for credit losses at the end of each reporting period in the consolidated statement of operations. When developing an estimate of expected credit losses on financial assets, the Company will consider available information relevant to assessing the collectability of cash flows. This information may include internal information, external information, or a combination of both, relating to past events, current conditions, and reasonable and supportable forecasts for financial asset pools. The Company’s investment in corporate bonds and U.S. treasury securities, reported as available-for-sale investments, and the associated accrued interest reported as other current assets on the consolidated balance sheets, is the only financial asset pool. The financial asset pool was determined by the type of financial asset instrument and its credit quality. Management does not expect a credit loss with this financial asset pool and determined an allowance was not required based on the issuers' current high quality credit ratings and the lack of default history on its obligations. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. 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 the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Cloud Computing Arrangements The Company capitalizes implementation costs for cloud computing arrangement service contracts. The Company’s cloud computing arrangements relate to its enterprise resource planning and manufacturing software. For such cloud computing service contracts, the Company capitalizes certain implementation costs as prepaid expenses in the consolidated balance sheets. The Company amortizes these capitalized cloud computing implementation costs into general and administrative expenses using the straight-line method over the fixed, non-cancellable term of the associated hosting arrangement, plus any reasonably certain renewal periods. Property and Equipment, Net Property and equipment, net is recorded at cost less accumulated depreciation. Depreciation expense is recorded using the straight-line method over the estimated useful life of the related asset, which are as follows: Estimated Useful Life Computer equipment 3 years Manufacturing equipment 5 years Furniture and equipment 5 years Laboratory equipment 5 years Leasehold improvements Shorter of remaining lease term or useful life Purchased assets that are not yet in service are recorded to construction-in-process and no depreciation expense is recorded. Once they are placed in service, they are reclassified to the appropriate asset class. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the Company’s consolidated statements of operation and comprehensive loss. Expenditures for maintenance and repairs are expensed as incurred. Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may not be recoverable. If circumstances require that a long-lived asset or asset group be tested for impairment, the Company first compares the estimated undiscounted future cash flows expected to result from the use or disposition of that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss would be recognized to the extent the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market prices and third-party independent appraisals, as considered necessary. Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease. Leases with a term greater than one year are recognized on the consolidated balance sheet as a right-of-use (“ROU”) asset and current and non-current lease liabilities, as applicable. The Company has made an accounting policy election, known as the short-term lease recognition exemption, which allows the Company to not recognize ROU assets and lease liabilities that arise from short-term leases (12 months or less); The Company has applied this election to all classes of underlying assets. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew or options to cancel a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew or will not cancel, respectively. The Company monitors its material leases on a quarterly basis. Operating lease liabilities and their corresponding ROU assets are recorded based on the present value of future lease payments over the expected remaining lease term. Lease cost for operating leases is recognized on a straight-line basis over the lease term as an operating expense. Certain adjustments to the ROU asset may be required for items such as lease prepayments or incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. The Company has elected to account for the lease and non-lease components together for office, laboratory, and manufacturing real estate leases. Research and Development Research and development expenses include costs directly attributable to the conduct of the Company’s research and development programs. Expenditures relating to research and development are expensed in the period incurred. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. The cost of materials for a research and development activity that have an alternative future use is capitalized when the materials are acquired and recognized as expense as consumed. The costs of materials that were acquired for a particular research and development activity and have no alternative future use are expensed in the period acquired. Costs incurred in obtaining licenses are recognized as research and development expense as incurred if the license has no alternative use. Accrued Research and Development Expenses The Company has entered into various research and development related contracts, including contracts with third-party contract research organizations and contract manufacturing organizations. These agreements are cancelable, and related payments are recognized as research and development expenses as incurred. The Company records accrued liabilities for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes the progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. To date, the Company’s historical accrual estimates have not been materially different from the actual costs. Stock-Based Compensation Expense The Company accounts for stock-based compensation under the provisions of ASC 718-10, Compensation—Stock Compensation (“ASC 718-10”), which requires all share-based payments to employees, non-employees and directors, including grants of stock options and restricted stock, to be recognized in the consolidated statements of operations and comprehensive loss based on their fair values on the date of grant over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are accounted for as they occur. Generally, the Company issues awards with only service-based vesting conditions and records the expense for these awards using the ratable method. The Company classifies stock-based compensation expense in the same manner in which the award recipient’s payroll or service provider’s costs are classified. Share-based payments that contain performance conditions are recognized when such conditions are probable of being achieved. The fair value of each restricted common stock award is estimated on the date of grant based on the fair value of the Company’s common stock on that same date. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model, which requires inputs based on certain subjective assumptions, including the following: • Fair Value of Common Stock —See the discussion below. • Expected Term —The expected term represents the period that the stock-based awards are expected to be outstanding. The Company uses the simplified method to determine the expected term, which is based on the average of the time-to-vesting and the contractual life of the options. • Expected Volatility —Because the Company does not have sufficient trading history for its common stock as of December 31, 2022, the expected volatility was estimated based on the average volatility for comparable publicly traded biotechnology companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on the similar size, stage in life cycle or area of specialty. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. • Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the awards. • Dividend Yield —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero . The Company began to use the closing common stock price as reported on the Nasdaq Global Select Market exchange as the fair value of common stock on the date of a grant subsequent to its IPO. Prior to the Company's IPO the estimated fair value of common stock was determined by the Company’s board of directors as of the date of each option grant, with input from management, considering third-party valuations of its common stock as well as the Company’s board of directors’ assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent third-party valuation through the date of the grant. These objective and subjective factors include: (i) prices paid for the Company’s redeemable convertible preferred stock, and the rights, preferences, and privileges of the Company’s redeemable convertible preferred stock and common stock; (ii) the Company’s stage of development; (iii) the fact that the grants of stock-based awards related to illiquid securities in a private company; and (iv) the likelihood of achieving a liquidity event for the common stock underlying the stock-based awards, such as an initial public offering or sale of the Company, given prevailing market conditions. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation . Each valuation methodology includes estimates and assumptions that require the Company’s judgment. The methodology utilized to estimate the fair value of the Company’s common stock was the option-pricing method (“OPM”) to back-solve the estimated value of the Company’s equity and corresponding value of the Company’s common stock. Income Taxes The Company accounts for income taxes using the asset and liability approach. Deferred tax assets and liabilities represent future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities and for loss carryforwards using enacted tax rates expected to be in effect in the years in which the differences reverse. A valuation allowance is established to reduce deferred tax assets to the amounts expected to be realized. The Company also recognizes a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. The Company accounts for interest or penalties related to uncertain tax positions as part of its provision for income taxes. To date, the Company has no t incurred interest and penalties related to uncertain tax positions. Should such costs be incurred, they would be classified as a component of provision for income taxes. Net Loss Per Share Net loss attributable to common stockholders is equal to the net loss for the period, as adjusted for cumulative dividends on redeemable convertible preferred stock, for the respective period. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the reporting period, without consideration for potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding during the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share attributable to common stockholders calculation, restricted stock and stock options considered to be potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would be anti-dilutive and therefore, basic and diluted net loss per share attributable to common stockholders were the same for all reporting periods presented. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected to take advantage of the extended transition period for complying with certain new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. As noted below, certain new or revised accounting standards were early adopted. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which has been subsequently amended by ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and ASU 2020-03 (“ASU 2016-13”). This standard requires that credit losses be recorded using an expected losses model rather than the incurred losses model that was previously used and establishes additional credit risk disclosures associated with financial assets. The adoption of this standard on January 1, 2022 , did not have a significant impact on the Company’s financial statements. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 3. Investments The amortized cost and estimated fair value of investments, by contractual maturity are as follows: December 31, 2022 (in thousands) Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Maturing in one year or less Corporate bonds $ 5,001 $ — $ ( 56 ) $ 4,945 U.S. Treasuries 116,432 — ( 617 ) 115,815 Maturing after one year through five years U.S. Treasuries 51,876 — ( 97 ) 51,779 Total $ 173,309 $ — $ ( 770 ) $ 172,539 December 31, 2021 (in thousands) Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Maturing in one year or less Corporate debt $ 7,603 $ — $ — $ 7,603 U.S. Treasuries 30,119 — — 30,119 Maturing after one year through five years Corporate debt 5,006 — — 5,006 U.S. Treasuries 44,940 — — 44,940 Total $ 87,668 $ — $ — $ 87,668 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis: December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 46,981 $ — $ — $ 46,981 Marketable securities Corporate bonds — 4,945 — 4,945 U.S. Treasuries — 167,594 — 167,594 Total marketable securities — 172,539 — 172,539 Restricted cash equivalents Money market funds 2,413 — — 2,413 Total $ 49,394 $ 172,539 $ — $ 221,933 December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 95,339 $ — $ — $ 95,339 Marketable securities Corporate bonds — 12,609 — 12,609 U.S. Treasuries — 75,059 — 75,059 Total marketable securities — 87,668 — 87,668 Restricted cash equivalents Money market funds 2,413 — — 2,413 Total $ 97,752 $ 87,668 $ — $ 185,420 The fair value of the Company’s cash equivalents and restricted cash equivalents is based on quoted market prices in active markets with no valuation adjustment. The fair value of investments was determined based on observable market inputs. During the years ended December 31, 2022 and 2 0 21 , there were no transfers between levels. Cash equivalents, restricted cash, accounts payable and accrued expenses are stated at their respective historical carrying values which approximate fair value due to their short-term nature. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net consisted of the following: December 31, December 31, (in thousands) 2022 2021 Computer equipment and software $ 432 $ 317 Laboratory equipment 9,499 8,457 Manufacturing equipment 5,706 — Other 568 163 Construction in progress 1,039 — Total 17,244 8,937 Less: Accumulated depreciation ( 4,610 ) ( 2,084 ) Property and equipment, net $ 12,634 $ 6,853 Depreciation expense for the years ended December 31, 2022 and 2021 was approximately $ 2.5 million and $ 1.4 million, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, December 31, (in thousands) 2022 2021 Employee-related and other expenses $ 4,408 $ 4,178 Research and development expenses 1,429 797 Professional fees 1,701 743 Other 351 617 Total accrued liabilities $ 7,889 $ 6,335 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock and Stockholders' Equity | 7. Redeemable Convertible Preferred Stock and Stockholders' Equity Series A-1, Series A-2, and Series B Redeemable Convertible Preferred Stock As of December 31, 2020, the authorized capital stock of the Company included 338,973,691 shares of $ 0.0001 par value preferred stock, of which 20,000,000 shares were designated as Series A-1 redeemable convertible preferred stock (“Series A-1”); 107,194,866 shares were designated as Series A-2 redeemable convertible preferred stock (“Series A-2”) and 211,778,825 shares were designated as Series B redeemable convertible preferred stock (“Series B”). On January 8, 2021, the Company issued and sold 87,259,605 shares of Series B redeemable convertible preferred stock at a price of $ 0.52 per share, for total gross and net proceeds of $ 45.4 million. On February 9, 2021, the Company completed its IPO. Up on the closing of the IPO, all shares of Series A-1, A-2 and B redeemable convertible preferred stock then outstanding automatically converted into 24,924,501 shares of common shares. Upon conversion of the redeemable convertible preferred stock, the Company reclassified the carrying value of the redeemable convertible preferred stock to common shares and additional paid-in capital. Preferred Stock The Company has authorized up to 10,000,000 shares of preferred stock, $ 0.0001 par value per share, for issuance. The preferred stock will have such rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences, as shall be determined by the Company’s Board of Directors upon its issuance. At December 31, 2022 and December 31, 2021, there were no shares of preferred stock outstanding. Common Stock As of December 31, 2022 and 2021 , the Company’s authorized capital stock included 400,000,000 shares of its $ 0.0001 par value common stock. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders provided, however, that, except as otherwise required by law, holders of common stock shall not be entitled to vote on any amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation or pursuant to the Delaware General Corporation Law. Common stockholders are entitled to receive dividends, as may be declared by the Company’s board of directors, if any, subject to the preferential dividend rights of the preferred stock. No dividends have been declared or paid as of and for either of the years ended December 31, 2022 and 2021. At-the-Market Sales During 2022, the Company sold 866,030 shares of common stock at a weighted average price per share of $ 5.25 for aggregate net proceeds of $ 4.4 million, after deducting commissions. Offering and Concurrent Private Placement In December 2022, the Company issued 15,302,267 shares of commo n stock in an underwritten public offering at a price per share of $ 4.30 for proceeds of $ 61.3 million, after deducting underwriting discounts, commissions, and offering expenses payable by the Company. In a separate concurrent private placement, the Company sold 11,627,907 shares of common stock at a price of $ 4.30 per share to RA Capital Healthcare Fund, L.P. for proceeds of $ 49.5 million, after deducting related placement fees payable by the company. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation Stock Incentive Plans In December 2015, the Company’s board of directors adopted and approved the 2015 Stock Incentive Plan (as amended to date, the “2015 Plan”). The 2015 Plan provided for the granting of incentive stock options, non-statutory stock options, restricted stock awards and other stock-based awards to eligible employees, officers, directors, consultants and advisors as determined by the Company’s board of directors. In February 2021, the Company’s board of directors adopted and stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan became effective on February 5, 2021, following which no further grants were or will be made under the 2015 Plan. The 2021 Plan provides for the grant of stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other forms of stock compensation to our employees, consultants and directors. The number of shares of our common stock reserved for issuance under our 2021 Plan will automatically increase on January 1 of each year through January 1, 2031, by 4.0 % of the total number of shares of common stock outstanding on December 31 of the preceding calendar year. Any grants that expire or are canceled, terminated, forfeited, fail to vest, or are withheld to satisfy a tax withholding obligation are allowed to be reissued under 2021 Plan. As of December 31, 2022, the Company had 570,800 shares of its common stock available for future issuance under the 2021 Plan. Stock Options The Company’s stock options generally vest over 48 months with 25 % vesting after one year followed by ratable monthly vesting over three years and have a contractual term of 10 years . The weighted-average assumptions used principally in determining the fair value of options granted were as follows: Year Ended December 31, 2022 2021 Fair value of common stock $ 4.78 $ 23.63 Expected term (in years) 5.9 6.0 Expected volatility 78.8 % 78.4 % Risk-free interest rate 2.5 % 0.9 % Dividend yield — — The following table summarizes the Company’s stock option activity for the year ended December 31, 2022: Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2021 5,086,792 $ 6.17 8.00 $ 38,000 Granted 3,045,264 6.99 Vested and exercised ( 671,796 ) 1.84 Forfeited ( 889,678 ) 7.53 Expired ( 99,058 ) 14.81 Outstanding at December 31, 2022, 6,471,524 6.69 8.28 $ 14,949 Exercisable at December 31, 2022 2,537,544 $ 6.18 7.68 $ 8,089 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the common stock as of the respective date. The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2022 and 2021 was $ 7.10 and $ 13.14 per share, respectively. As of December 31, 2022, total unrecognized compensation expense related to stock options was $ 16.2 million which is expected to be recognized over a weighted-average period of 2.29 years. The intrinsic value of stock options exercised was $ 2.2 million for the year ended December 31, 2022. During the year ended December 31, 2020, options for 159,197 shares with a weighted-average exercise price of $ 2.59 and a weighted-average grant date fair value of $ 1.90 were exercised but unvested at the time of exercise. As of December 31, 2022 and 2021, options for 83,459 and 200,687 shares with weighted average exercise prices of $ 2.23 and $ 1.90 were exercised and unvested, respectively. The underlying proceeds from the unvested exercises of $ 0.2 million and $ 0.4 million is recorded in other current liabilities as of December 31, 2022 and 2021, on the consolidated balance sheet. Restricted Stock Units As of December 31, 2022, there were 1,430,200 restricted stock units outstanding under the 2021 Plan. The following table summarizes the Company's unvested restricted stock unit activity for the year ended December 31, 2022: Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 — $ - Granted 2,009,000 5.64 Vested ( 461,700 ) 6.00 Forfeited ( 117,100 ) 6.00 Unvested at December 31, 2022 1,430,200 $ 5.49 As of December 31, 2022, total unrecognized compensation expense related to the unvested restricted stock units was $ 6.9 million , which is expected to be recognized over a weighted average period of 1.16 years. The Company did no t grant any restricted stock units during the year ended December 31, 2021. 2021 Employee Stock Purchase Plan In February 2021, the Company’s board of directors adopted and stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP became effective on February 5, 2021. The number of shares of common stock reserved for issuance under the ESPP will automatically increase on January 1 of each year through January 1, 2031, by the lesser of (i) 1 % of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, and (ii) 1,800,000 shares. If purchase rights granted under the ESPP terminate without having been exercised, the shares of common stock not purchased under such purchase rights will again become available for issuance under the ESPP. As of December 31, 2022, the Company had 711,512 shares of its common stock available for future issuance under the ESPP. The ESPP permits eligible employees to purchase common stock through accumulated payroll deductions at a purchase price equal to 85 % of the lesser of the market value of the common stock at the beginning of the 6-month offering period or on the purchase date. The Company issued 34,242 shares with a weighted average purchase price of $ 3.41 during fiscal year 2022, which resulted in an immaterial amount of compensation expense. The Company did no t issue any shares under the ESPP during the year ended December 31, 2021. Stock-Based Compensation Stock-based compensation expense was allocated as follows: Year Ended (in thousands) 2022 2021 Research and development $ 6,036 $ 2,281 General and administrative 4,659 2,034 Total stock-based compensation expense $ 10,695 $ 4,315 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 9. Leases Cambridgepark Lease In December 2019, the Company entered into a lease agreement for its new corporate office and laboratory facility (the “Cambridgepark Lease”) in Cambridge, Massachusetts. The Cambridgepark Lease has a term of 10 years , beginning on the rent commencement date which is two months after the lease commencement date. There are no options to extend the lease. The lease commencement date, for accounting purposes, was deemed to be reached as of June 30, 2020. On June 15, 2021, the Company entered into the first lease amendment (“First Lease Amendment”) and the second lease amendment (“Second Lease Amendment” and, together with the First Lease Amendment, the “Lease Amendments”) with PPF Off 100 Cambridge Park Drive, LLC (the “Landlord”). The Lease Amendments amended the Cambridgepark Lease with the Landlord in Cambridge, Massachusetts to add additional leased space in the same building (the “Amended Cambridgepark Lease”). The First Lease Amendment expanded the amount of space leased by the Company by an additional 10,262 square feet in exchange for aggregate total fixed rent payments of approximately $ 8.4 million with the annual fixed rental payments escalating from $ 0.8 million to $ 1.1 million during the term. The First Lease Amendment commenced for accounting purposes on January 28, 2022 . The Second Lease Amendment expands the amount of space leased by the Company by an additional 30,175 square feet in exchange for aggregate total fixed ren t payments of approximately $ 22.3 million with the annual fixed rental payments escalating from $ 1.1 million to $ 3.0 million during the term. The Second Lease Amendment’s term commenced for accounting purposes on April 29, 2022 . Payments associated with the Amended Cambridgepark Lease include fixed and variable payments. Variable payments relate to the Company’s share of the Landlord’s operating costs associated with the underlying assets and are recognized when the event on which those payments are assessed. The Amended Cambridgepark Lease does not contain a residual value guarantee. The Lease Amendments term end dates are coterminous with the Cambridgepark Lease. In conjunction with the Amended Cambridgepark Lease, the Company was required to establish a $ 2.4 million irrevocable standby letter of credit for the benefit of the Landlord, which has been secured by money market investments and is presented as restricted cash equivalents. The elements o f lease expense were as follows: Year Ended (in thousands) 2022 2021 Operating lease cost $ 6,435 $ 3,017 Short-term lease cost — 52 Variable lease cost 1,798 1,099 Total lease cost $ 8,233 $ 4,168 Amounts reported in the consolidated balance sheets and the weight-average lease term and discount rate information were as follows: (in thousands except weighted-average amounts) December 31, 2022 December 31, 2021 Assets Operating lease right-of-use assets $ 44,444 $ 15,670 Liabilities Operating lease liabilities, current $ 3,272 $ 1,839 Operating lease liabilities, non-current 35,640 16,174 Total lease liabilities $ 38,912 $ 18,013 Weighted Average Lease Term and Discount Rate Weighted-average remaining lease term (years) 7.7 8.64 Weighted-average discount rate 8.2 % 9.4 % The following table represents other lease activity: Year Ended (in thousands) 2022 2021 Cash Flow Information Cash paid for amounts included in the measurement of Operating cash flows for operating leases $ 13,311 $ 2,559 Right-of-use assets obtained in exchange for lease obligations $ 23,376 $ 35 Future lease payments for noncancelable leases as of were as follows: (in thousands) December 31, 2022 2023 $ 6,315 2024 6,578 2025 6,644 2026 6,681 2027 6,882 Thereafter 19,991 Total lease payments $ 53,091 Less: imputed interest ( 14,179 ) Present value of lease liabilities $ 38,912 |
Significant Agreements
Significant Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Significant Agreements [Abstract] | |
Significant Agreements | 10. Significant Agreements The Company has agreements with third parties in the normal course of business under which it has obtained licenses for certain developed technologies. Columbia License Agreement In April 2016 (and amended in February 2019 and November 2021), the Company entered into an exclusive license agreement (the “Columbia Agreement”) with The Trustees of Columbia University in the City of New York (“Columbia”). Under the Columbia Agreement, the Company has exclusively licensed the worldwide rights to key patents, technical information, and use of materials from Columbia. The Company is required to pay Columbia an annual license fee in the low five digits. The Company is also obligated to make milestone payments to Columbia of up to an aggregate of $ 0.2 million upon the achievement of certain clinical milestones and milestone payments to Columbia of up to an aggregate of $ 6.3 million for certain regulatory and commercial milestones for the first three products. In addition, the Company is required to pay Columbia escalating low single digits royalties on cumulative annual net sales of licensed products. As of December 31, 2022, and 2021 , the Company had no obligations due in milestone payments. National Institutes of Health License Agreement In October 2020, the Company entered into a patent license agreement (the “Patent License”) with the U.S. Department of Health and Human Services, as represented by National Cancer Institute (“NCI”) of the National Institutes of Health (“NIH”). The terms of the Patent License require the Company to pay NCI de minimis minimum annual royalties, which royalties are creditable against earned royalties on sales of licensed products or licensed processes. The Company must also pay NCI tiered royalties on net sales of licensed products at rates in the low single digits. The Company is also required to pay NCI one-time milestone payments upon successful completion of specified clinical and regulatory milestones relating to the licensed products. The aggregate potential milestone payments are $ 8.0 million. In addition, the Company is required to pay NCI one-time milestone payments following aggregate net sales of licensed products at certain net sales up to $ 2.0 billion. The aggregate potential amount of these milestone payments is $ 6.0 million. To the extent the Company enters into a sublicensing agreement relating to a licensed product, the Company is required to pay NCI a percentage of the non-royalty-based consideration received from a sublicensee, with specified exclusions, which percentage ranges from the low single digits to low double digits. The Company is also required to reimburse NCI for its past patent expenses for the licensed patent rights, as well as the Company’s pro rata share of future patent expenses, in each case, in connection with NCI’s prosecution or maintenance of the licensed patent rights. As of December 31, 2022, and 2021 , the Company had no obligations due in milestone payments. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Legal Proceedings The Company is not currently a party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or potential range of loss is probable and reasonably estimated under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company recognizes expenses for its costs related to its legal proceedings, as incurred. |
Defined Contribution Benefit Pl
Defined Contribution Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Defined Contribution Benefit Plan | 12. Defined Contribution Benefit Plan The Company maintains a defined contribution plan under Section 401(k) (the “401(k) Plan”) of the Internal Revenue Code, as amended (the “Code”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis, as well as Roth post tax deferrals. During 2021, the Company began to match 100 % of compensation amounts deferred up to the first 1 % of an employee's compensation plus 50 % of compensation amounts deferred between 1 % and 6 % of an employee's compensation. All matching contributions are immediately vested. Expense recognized by the Company for matching contributions made in accordance with the 401(k) Plan was $ 0.8 million and $ 0.6 million for the years ended December 31, 2022 and December 31, 2021 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company accounts for income taxes under FASB ASC 740 (“ASC 740”). For the years ended December 31, 2022 and 2021 , the Company did not record a current or deferred income tax expense or benefit. The following table reconciles the federal statutory income rate to the Company’s effective income tax rate: Year Ended December 31, 2022 2021 Federal income tax rate 21.0 % 21.0 % State income tax benefit 5.8 % 6.0 % Permanent items ( 0.4 ) % ( 0.3 ) % Research tax credits 5.5 % 4.1 % Other ( 0.4 ) % ( 0.3 ) % Valuation allowance ( 31.5 ) % ( 30.5 ) % Effective income tax rate — — Deferred tax assets and liabilities reflect the net tax effects of net operating loss and tax credit carryforwards and temporary differences between the carrying amount of assets and liabilities for financial reporting and the amounts used for tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows: December 31, (in thousands) 2022 2021 Deferred tax assets: Accrued expenses $ 1,224 $ 972 Federal net operating loss carryforwards 32,262 25,060 State net operating loss carryforwards 8,919 6,913 Tax credits 10,712 5,675 Stock compensation 1,248 529 R&D Capitalization 14,881 — Amortization 429 191 Lease liability 10,445 4,675 Total deferred tax assets 80,120 44,015 Valuation allowance ( 68,348 ) ( 39,401 ) Net total deferred tax assets $ 11,772 $ 4,614 Deferred tax liabilities: Lease right of use asset ( 11,951 ) ( 4,234 ) Depreciation and amortization 179 ( 380 ) Total deferred tax liabilities $ ( 11,772 ) $ ( 4,614 ) Net deferred tax assets $ — $ — The Company has weighed the positive and negative evidence to assess the recoverability of its deferred tax assets. Realization of future tax benefits is dependent on many factors, including the Company’s ability to generate taxable income. After this assessment, the Company determined it was more likely than not that the Company will not realize the benefit of its deferred tax assets. As a result, the Company has provided a full valuation allowance against its net deferred tax assets. The valuation allowance for deferred tax assets as of December 31, 2022 and 2021 was $ 68.3 million and $ 39.4 million , respectively. For the years ended December 31, 2022 and 2021, the Company recorded an increase in the valuation allowance of $ 28.9 million and $ 21.0 million , respectively, primarily related to net operating losses incurred by the Company. As of December 31, 2022, the Company had gross U.S. federal net operating loss carryforwards of $ 153.6 million including $ 151.7 million that had an indefinite carryforward period and $ 1.9 million that were subject to expiration at various dates through 2037 . As of December 31, 2022, the Company had state net operating loss carryforwards of $ 141.1 million which will expire at various dates through 2042 . As of December 31, 2022, the Company had U.S. federal research and development tax credit carryforwards of $ 7.2 million which will expire at various dates through 2041 and state research and credit carryforwards of $ 4.3 million which will expire at various dates through 2036 . The net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 %, as defined under Sections 382 and 383 of the Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not determined whether an ownership change has occurred and as such, the Company’s net operating losses may be limited. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research development credit carryforwards before utilization. The Company has not, as yet, conducted a study of research and development credit carryforwards. Such a study, once undertaken by the Company, may result in an adjustment to the research and development credit carryforwards. However, a full valuation allowance has been provided against the Company’s research and development credits and, if any adjustment is required, such adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheet or statement of operations if any adjustment is required. As of December 31, 2022 and 2021 , the Company did no t have any unrecognized tax benefits. Any future interest and penalties related to income tax matters would be recognized in the provision for income tax. As of December 31, 2022 and 2021 , the Company did no t have a balance of accrued interest and penalties related to uncertain tax positions. In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act includes provisions relating to several aspects of corporate income taxes. The CARES Act did not have a significant impact on the Company’s provision for income taxes. The Company files income tax returns in the United States and various states. As of December 31, 2022 , there were no income tax examinations in progress . The tax years 2019 through present remain open to examination by major taxing jurisdictions to which the Company is subject, which are primarily in the United States. In addition, tax years prior to 2018 resulted in losses and the Company also generated research and development tax credits during those years. Since carryforward attributes generated in these years may be utilized in future years, years prior to 2018 may still be adjusted upon examination by the Internal Revenue Service or state tax authorities if they have or will be used in a future period. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 14. Net Loss Per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share for the years ended December 31, 2022 and 2021: Year Ended (in thousands, except share and per share amounts) 2022 2021 Numerator: Net loss $ ( 92,094 ) $ ( 68,899 ) Cumulative dividends on redeemable convertible preferred stock — ( 1,228 ) Net loss attributable to common stockholders $ ( 92,094 ) $ ( 70,127 ) Denominator: Weighted-average number of common shares outstanding, basic and diluted 39,551,420 33,433,214 Net loss per share attributable to common stockholders, basic and diluted $ ( 2.33 ) $ ( 2.10 ) The Company’s potentially dilutive securities were stock options and restricted stock units. Based on the amounts outstanding at December 31, 2022 and 2021, the Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: As of December 31, 2022 2021 Options to purchase common stock 6,471,524 5,086,792 Restricted stock units 1,430,200 — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification ("ASC") or an Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amount of expenses during the reporting period. Actual results could differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies in developing the estimates and assumptions that are used in the preparation of the consolidated financial statements. Management must apply significant judgment in this process. Management’s estimation process often may yield a range of potentially reasonable estimates and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: estimating the fair value of the Company’s common stock (prior to the IPO); accrued expenses and related research and development expenses. |
Segments | Segments Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on an aggregate basis for the purpose of allocating resources. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers highly-liquid investments purchased with an original maturity date of ninety days or less from the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market funds. Cash equivalents are stated at cost, which approximates market value. |
Investments | Investments Investments in marketable debt securities are classified as available-for-sale. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such securities represent an investment of cash that is available for current operations. Available-for-sale investments are reported at fair value at each balance sheet date. Changes in the market value of available-for-sale investments, excluding other-than-temporary impairments, are reflected as other comprehensive loss, a component of stockholders’ equity. Realized gains and losses are determined using the specific identification method and are included in other income in our consolidated statements of operations and comprehensive loss. Investments are evaluated for other-than-temporary impairment at the end of each reporting period. Impairment is evaluated considering numerous factors, and their relative significance varies depending on the situation. Factors considered include whether a decline in fair value below the amortized cost basis is due to credit-related factors or non-credit-related factors, the financial condition and near-term prospects of the issuer, and the Company's intent and ability to hold the investment to allow for an anticipated recovery in fair value. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income and a new cost basis in the investment is established. |
Restricted Cash | Restricted Cash The Company had $ 2.4 million of restricted cash in the form of a letter of credit related to a lease at December 31, 2022 and 2021 . |
Comprehensive loss | Comprehensive loss Comprehensive loss includes net loss, as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash equivalents and investments. The Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company’s investments consist of money market funds and marketable debt securities, including corporate bonds and U.S. Treasury securities. The Company’s investments may include commercial paper and other debt securities of U.S. government agencies, corporate entities, and banks. The Company’s investment policy limits instruments to investment grade securities with high credit quality issuers with the objective to preserve capital and to maintain liquidity until the funds can be used in business operations. |
Measurement of Credit Losses | Measurement of Credit Losses For financial assets measured at fair value through other comprehensive loss, the Company must record an allowance for credit losses at the end of each reporting period in the consolidated statement of operations. When developing an estimate of expected credit losses on financial assets, the Company will consider available information relevant to assessing the collectability of cash flows. This information may include internal information, external information, or a combination of both, relating to past events, current conditions, and reasonable and supportable forecasts for financial asset pools. The Company’s investment in corporate bonds and U.S. treasury securities, reported as available-for-sale investments, and the associated accrued interest reported as other current assets on the consolidated balance sheets, is the only financial asset pool. The financial asset pool was determined by the type of financial asset instrument and its credit quality. Management does not expect a credit loss with this financial asset pool and determined an allowance was not required based on the issuers' current high quality credit ratings and the lack of default history on its obligations. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. 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 the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. |
Cloud Computing Arrangements | Cloud Computing Arrangements The Company capitalizes implementation costs for cloud computing arrangement service contracts. The Company’s cloud computing arrangements relate to its enterprise resource planning and manufacturing software. For such cloud computing service contracts, the Company capitalizes certain implementation costs as prepaid expenses in the consolidated balance sheets. The Company amortizes these capitalized cloud computing implementation costs into general and administrative expenses using the straight-line method over the fixed, non-cancellable term of the associated hosting arrangement, plus any reasonably certain renewal periods. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net is recorded at cost less accumulated depreciation. Depreciation expense is recorded using the straight-line method over the estimated useful life of the related asset, which are as follows: Estimated Useful Life Computer equipment 3 years Manufacturing equipment 5 years Furniture and equipment 5 years Laboratory equipment 5 years Leasehold improvements Shorter of remaining lease term or useful life Purchased assets that are not yet in service are recorded to construction-in-process and no depreciation expense is recorded. Once they are placed in service, they are reclassified to the appropriate asset class. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the Company’s consolidated statements of operation and comprehensive loss. Expenditures for maintenance and repairs are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may not be recoverable. If circumstances require that a long-lived asset or asset group be tested for impairment, the Company first compares the estimated undiscounted future cash flows expected to result from the use or disposition of that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss would be recognized to the extent the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market prices and third-party independent appraisals, as considered necessary. |
Leases | Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease. Leases with a term greater than one year are recognized on the consolidated balance sheet as a right-of-use (“ROU”) asset and current and non-current lease liabilities, as applicable. The Company has made an accounting policy election, known as the short-term lease recognition exemption, which allows the Company to not recognize ROU assets and lease liabilities that arise from short-term leases (12 months or less); The Company has applied this election to all classes of underlying assets. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew or options to cancel a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew or will not cancel, respectively. The Company monitors its material leases on a quarterly basis. Operating lease liabilities and their corresponding ROU assets are recorded based on the present value of future lease payments over the expected remaining lease term. Lease cost for operating leases is recognized on a straight-line basis over the lease term as an operating expense. Certain adjustments to the ROU asset may be required for items such as lease prepayments or incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. The Company has elected to account for the lease and non-lease components together for office, laboratory, and manufacturing real estate leases. |
Research and Development | Research and Development Research and development expenses include costs directly attributable to the conduct of the Company’s research and development programs. Expenditures relating to research and development are expensed in the period incurred. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. The cost of materials for a research and development activity that have an alternative future use is capitalized when the materials are acquired and recognized as expense as consumed. The costs of materials that were acquired for a particular research and development activity and have no alternative future use are expensed in the period acquired. Costs incurred in obtaining licenses are recognized as research and development expense as incurred if the license has no alternative use. |
Accrued Research and Development Expenses | Accrued Research and Development Expenses The Company has entered into various research and development related contracts, including contracts with third-party contract research organizations and contract manufacturing organizations. These agreements are cancelable, and related payments are recognized as research and development expenses as incurred. The Company records accrued liabilities for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes the progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. To date, the Company’s historical accrual estimates have not been materially different from the actual costs. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company accounts for stock-based compensation under the provisions of ASC 718-10, Compensation—Stock Compensation (“ASC 718-10”), which requires all share-based payments to employees, non-employees and directors, including grants of stock options and restricted stock, to be recognized in the consolidated statements of operations and comprehensive loss based on their fair values on the date of grant over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are accounted for as they occur. Generally, the Company issues awards with only service-based vesting conditions and records the expense for these awards using the ratable method. The Company classifies stock-based compensation expense in the same manner in which the award recipient’s payroll or service provider’s costs are classified. Share-based payments that contain performance conditions are recognized when such conditions are probable of being achieved. The fair value of each restricted common stock award is estimated on the date of grant based on the fair value of the Company’s common stock on that same date. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model, which requires inputs based on certain subjective assumptions, including the following: • Fair Value of Common Stock —See the discussion below. • Expected Term —The expected term represents the period that the stock-based awards are expected to be outstanding. The Company uses the simplified method to determine the expected term, which is based on the average of the time-to-vesting and the contractual life of the options. • Expected Volatility —Because the Company does not have sufficient trading history for its common stock as of December 31, 2022, the expected volatility was estimated based on the average volatility for comparable publicly traded biotechnology companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on the similar size, stage in life cycle or area of specialty. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. • Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the awards. • Dividend Yield —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero . The Company began to use the closing common stock price as reported on the Nasdaq Global Select Market exchange as the fair value of common stock on the date of a grant subsequent to its IPO. Prior to the Company's IPO the estimated fair value of common stock was determined by the Company’s board of directors as of the date of each option grant, with input from management, considering third-party valuations of its common stock as well as the Company’s board of directors’ assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent third-party valuation through the date of the grant. These objective and subjective factors include: (i) prices paid for the Company’s redeemable convertible preferred stock, and the rights, preferences, and privileges of the Company’s redeemable convertible preferred stock and common stock; (ii) the Company’s stage of development; (iii) the fact that the grants of stock-based awards related to illiquid securities in a private company; and (iv) the likelihood of achieving a liquidity event for the common stock underlying the stock-based awards, such as an initial public offering or sale of the Company, given prevailing market conditions. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately Held Company Equity Securities Issued as Compensation . Each valuation methodology includes estimates and assumptions that require the Company’s judgment. The methodology utilized to estimate the fair value of the Company’s common stock was the option-pricing method (“OPM”) to back-solve the estimated value of the Company’s equity and corresponding value of the Company’s common stock. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability approach. Deferred tax assets and liabilities represent future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities and for loss carryforwards using enacted tax rates expected to be in effect in the years in which the differences reverse. A valuation allowance is established to reduce deferred tax assets to the amounts expected to be realized. The Company also recognizes a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. The Company accounts for interest or penalties related to uncertain tax positions as part of its provision for income taxes. To date, the Company has no t incurred interest and penalties related to uncertain tax positions. Should such costs be incurred, they would be classified as a component of provision for income taxes. |
Net Loss Per Share | Net Loss Per Share Net loss attributable to common stockholders is equal to the net loss for the period, as adjusted for cumulative dividends on redeemable convertible preferred stock, for the respective period. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the reporting period, without consideration for potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding during the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share attributable to common stockholders calculation, restricted stock and stock options considered to be potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would be anti-dilutive and therefore, basic and diluted net loss per share attributable to common stockholders were the same for all reporting periods presented. |
Recent Accounting Pronouncements and Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected to take advantage of the extended transition period for complying with certain new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. As noted below, certain new or revised accounting standards were early adopted. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which has been subsequently amended by ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and ASU 2020-03 (“ASU 2016-13”). This standard requires that credit losses be recorded using an expected losses model rather than the incurred losses model that was previously used and establishes additional credit risk disclosures associated with financial assets. The adoption of this standard on January 1, 2022 , did not have a significant impact on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Estimated Useful Life of Property and Equipment | Property and equipment, net is recorded at cost less accumulated depreciation. Depreciation expense is recorded using the straight-line method over the estimated useful life of the related asset, which are as follows: Estimated Useful Life Computer equipment 3 years Manufacturing equipment 5 years Furniture and equipment 5 years Laboratory equipment 5 years Leasehold improvements Shorter of remaining lease term or useful life |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Amortized Cost and Estimated Fair Value of Investments by Contractual Maturity | The amortized cost and estimated fair value of investments, by contractual maturity are as follows: December 31, 2022 (in thousands) Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Maturing in one year or less Corporate bonds $ 5,001 $ — $ ( 56 ) $ 4,945 U.S. Treasuries 116,432 — ( 617 ) 115,815 Maturing after one year through five years U.S. Treasuries 51,876 — ( 97 ) 51,779 Total $ 173,309 $ — $ ( 770 ) $ 172,539 December 31, 2021 (in thousands) Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Maturing in one year or less Corporate debt $ 7,603 $ — $ — $ 7,603 U.S. Treasuries 30,119 — — 30,119 Maturing after one year through five years Corporate debt 5,006 — — 5,006 U.S. Treasuries 44,940 — — 44,940 Total $ 87,668 $ — $ — $ 87,668 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis: December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 46,981 $ — $ — $ 46,981 Marketable securities Corporate bonds — 4,945 — 4,945 U.S. Treasuries — 167,594 — 167,594 Total marketable securities — 172,539 — 172,539 Restricted cash equivalents Money market funds 2,413 — — 2,413 Total $ 49,394 $ 172,539 $ — $ 221,933 December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 95,339 $ — $ — $ 95,339 Marketable securities Corporate bonds — 12,609 — 12,609 U.S. Treasuries — 75,059 — 75,059 Total marketable securities — 87,668 — 87,668 Restricted cash equivalents Money market funds 2,413 — — 2,413 Total $ 97,752 $ 87,668 $ — $ 185,420 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: December 31, December 31, (in thousands) 2022 2021 Computer equipment and software $ 432 $ 317 Laboratory equipment 9,499 8,457 Manufacturing equipment 5,706 — Other 568 163 Construction in progress 1,039 — Total 17,244 8,937 Less: Accumulated depreciation ( 4,610 ) ( 2,084 ) Property and equipment, net $ 12,634 $ 6,853 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, December 31, (in thousands) 2022 2021 Employee-related and other expenses $ 4,408 $ 4,178 Research and development expenses 1,429 797 Professional fees 1,701 743 Other 351 617 Total accrued liabilities $ 7,889 $ 6,335 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Weighted-Average Assumptions Used Principally in Determining Fair Value of Options Granted | The weighted-average assumptions used principally in determining the fair value of options granted were as follows: Year Ended December 31, 2022 2021 Fair value of common stock $ 4.78 $ 23.63 Expected term (in years) 5.9 6.0 Expected volatility 78.8 % 78.4 % Risk-free interest rate 2.5 % 0.9 % Dividend yield — — |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the year ended December 31, 2022: Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2021 5,086,792 $ 6.17 8.00 $ 38,000 Granted 3,045,264 6.99 Vested and exercised ( 671,796 ) 1.84 Forfeited ( 889,678 ) 7.53 Expired ( 99,058 ) 14.81 Outstanding at December 31, 2022, 6,471,524 6.69 8.28 $ 14,949 Exercisable at December 31, 2022 2,537,544 $ 6.18 7.68 $ 8,089 |
Summary of Unvested Restricted Stock Units Activity | The following table summarizes the Company's unvested restricted stock unit activity for the year ended December 31, 2022: Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 — $ - Granted 2,009,000 5.64 Vested ( 461,700 ) 6.00 Forfeited ( 117,100 ) 6.00 Unvested at December 31, 2022 1,430,200 $ 5.49 |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense was allocated as follows: Year Ended (in thousands) 2022 2021 Research and development $ 6,036 $ 2,281 General and administrative 4,659 2,034 Total stock-based compensation expense $ 10,695 $ 4,315 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Lease Expense | The elements o f lease expense were as follows: Year Ended (in thousands) 2022 2021 Operating lease cost $ 6,435 $ 3,017 Short-term lease cost — 52 Variable lease cost 1,798 1,099 Total lease cost $ 8,233 $ 4,168 |
Summary of Amounts Reported in Consolidated Balance Sheets and Weight-average Lease Term and Discount Rate Information | Amounts reported in the consolidated balance sheets and the weight-average lease term and discount rate information were as follows: (in thousands except weighted-average amounts) December 31, 2022 December 31, 2021 Assets Operating lease right-of-use assets $ 44,444 $ 15,670 Liabilities Operating lease liabilities, current $ 3,272 $ 1,839 Operating lease liabilities, non-current 35,640 16,174 Total lease liabilities $ 38,912 $ 18,013 Weighted Average Lease Term and Discount Rate Weighted-average remaining lease term (years) 7.7 8.64 Weighted-average discount rate 8.2 % 9.4 % |
Summary of Other Lease Activity | The following table represents other lease activity: Year Ended (in thousands) 2022 2021 Cash Flow Information Cash paid for amounts included in the measurement of Operating cash flows for operating leases $ 13,311 $ 2,559 Right-of-use assets obtained in exchange for lease obligations $ 23,376 $ 35 |
Summary of Future Lease Payments for Noncancelable Leases | Future lease payments for noncancelable leases as of were as follows: (in thousands) December 31, 2022 2023 $ 6,315 2024 6,578 2025 6,644 2026 6,681 2027 6,882 Thereafter 19,991 Total lease payments $ 53,091 Less: imputed interest ( 14,179 ) Present value of lease liabilities $ 38,912 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Federal Statutory Income Rate to Effective Income Tax Rate | The following table reconciles the federal statutory income rate to the Company’s effective income tax rate: Year Ended December 31, 2022 2021 Federal income tax rate 21.0 % 21.0 % State income tax benefit 5.8 % 6.0 % Permanent items ( 0.4 ) % ( 0.3 ) % Research tax credits 5.5 % 4.1 % Other ( 0.4 ) % ( 0.3 ) % Valuation allowance ( 31.5 ) % ( 30.5 ) % Effective income tax rate — — |
Schedule of Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities were as follows: December 31, (in thousands) 2022 2021 Deferred tax assets: Accrued expenses $ 1,224 $ 972 Federal net operating loss carryforwards 32,262 25,060 State net operating loss carryforwards 8,919 6,913 Tax credits 10,712 5,675 Stock compensation 1,248 529 R&D Capitalization 14,881 — Amortization 429 191 Lease liability 10,445 4,675 Total deferred tax assets 80,120 44,015 Valuation allowance ( 68,348 ) ( 39,401 ) Net total deferred tax assets $ 11,772 $ 4,614 Deferred tax liabilities: Lease right of use asset ( 11,951 ) ( 4,234 ) Depreciation and amortization 179 ( 380 ) Total deferred tax liabilities $ ( 11,772 ) $ ( 4,614 ) Net deferred tax assets $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per share for the years ended December 31, 2022 and 2021: Year Ended (in thousands, except share and per share amounts) 2022 2021 Numerator: Net loss $ ( 92,094 ) $ ( 68,899 ) Cumulative dividends on redeemable convertible preferred stock — ( 1,228 ) Net loss attributable to common stockholders $ ( 92,094 ) $ ( 70,127 ) Denominator: Weighted-average number of common shares outstanding, basic and diluted 39,551,420 33,433,214 Net loss per share attributable to common stockholders, basic and diluted $ ( 2.33 ) $ ( 2.10 ) |
Potential Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The Company’s potentially dilutive securities were stock options and restricted stock units. Based on the amounts outstanding at December 31, 2022 and 2021, the Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: As of December 31, 2022 2021 Options to purchase common stock 6,471,524 5,086,792 Restricted stock units 1,430,200 — |
Nature of the Business - Additi
Nature of the Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Nature Of Business [Line Items] | |||
Incorporation date | Dec. 30, 2015 | ||
Net proceeds from issuance of IPO | $ 189,198 | ||
Common Stock | |||
Nature Of Business [Line Items] | |||
Common stock shares sold | 11,302,219 | ||
Net proceeds from issuance of IPO | $ 186,300 | ||
Common stock shares issued for conversion of redeemable convertible preferred stock | 24,924,501 | 24,924,501 | |
IPO | Common Stock | |||
Nature Of Business [Line Items] | |||
Common stock shares sold | 11,302,219 | ||
Public offering price per share | $ 18 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Number of operating segment | Segment | 1 | |
Restricted cash | $ 2,413,000 | $ 2,413,000 |
Expected dividend yield | 0% | |
Interest and penalties related to uncertain tax positions | $ 0 | |
ASU 2016-13 | ||
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. 01, 2022 | |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Life of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer Equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 3 years |
Manufacturing Equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Furniture and Equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Laboratory Equipment | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful life | 5 years |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | Shorter of remaining lease term or useful life |
Investments - Summary of Amorti
Investments - Summary of Amortized Cost and Estimated Fair Value of Investments by Contractual Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 87,668 | |
Fair Value | 87,668 | |
Maturing in One Year or Less | Corporate Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 5,001 | 7,603 |
Gross Unrealized Holding losses | (56) | |
Fair Value | 4,945 | 7,603 |
Maturing in One Year or Less | U.S. Treasuries | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 116,432 | 30,119 |
Gross Unrealized Holding losses | (617) | |
Fair Value | 115,815 | 30,119 |
Maturing after One Year through Five Years | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 173,309 | |
Gross Unrealized Holding losses | (770) | |
Fair Value | 172,539 | |
Maturing after One Year through Five Years | Corporate Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 5,006 | |
Fair Value | 5,006 | |
Maturing after One Year through Five Years | U.S. Treasuries | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 51,876 | 44,940 |
Gross Unrealized Holding losses | (97) | |
Fair Value | $ 51,779 | $ 44,940 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | $ 221,933 | $ 185,420 |
Marketable Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 172,539 | 87,668 |
Marketable Securities | Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 4,945 | 12,609 |
Marketable Securities | U.S. Treasuries | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 167,594 | 75,059 |
Cash Equivalents | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 46,981 | 95,339 |
Restricted Cash Equivalents | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 2,413 | 2,413 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 49,394 | 97,752 |
Level 1 | Cash Equivalents | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 46,981 | 95,339 |
Level 1 | Restricted Cash Equivalents | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 2,413 | 2,413 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 172,539 | 87,668 |
Level 2 | Marketable Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 172,539 | 87,668 |
Level 2 | Marketable Securities | Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 4,945 | 12,609 |
Level 2 | Marketable Securities | U.S. Treasuries | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | $ 167,594 | $ 75,059 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair value assets, level 1 to level 2 transfers amount | $ 0 | $ 0 |
Fair value assets, level 2 to level 1 transfers amount | 0 | 0 |
Fair value assets, transfers into level 3 | 0 | 0 |
Fair value assets, transfers out of level 3 | $ 0 | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total | $ 17,244 | $ 8,937 |
Less: Accumulated depreciation | (4,610) | (2,084) |
Property and equipment, net | 12,634 | 6,853 |
Computer Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Total | 432 | 317 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | 9,499 | 8,457 |
Manufacturing Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | 5,706 | |
Other | ||
Property Plant And Equipment [Line Items] | ||
Total | 568 | $ 163 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 1,039 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,525 | $ 1,434 |
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, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Employee-related and other expenses | $ 4,408 | $ 4,178 |
Research and development expenses | 1,429 | 797 |
Professional fees | 1,701 | 743 |
Other | 351 | 617 |
Total accrued liabilities | $ 7,889 | $ 6,335 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholders' Equity - Additional Information (Details) | 12 Months Ended | ||||
Feb. 09, 2021 shares | Jan. 08, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 $ / shares shares | |
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock, shares authorized | 338,973,691 | ||||
Redeemable convertible preferred stock, par value | $ / shares | $ 0.0001 | ||||
Gross proceeds from stock issued | $ | $ 45,375,000 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock voting rights | Each share of common stock entitles the holder to one vote | ||||
Number of common stock voting rights | Vote | 1 | ||||
Dividends declared | $ | $ 0 | $ 0 | |||
Dividends paid | $ | 0 | 0 | |||
Aggregate net proceeds | $ | $ 4,451,000 | ||||
Sale of common stock | $ | $ 186,308,000 | ||||
Common stock, shares issued | 66,079,597 | 37,375,428 | |||
IPO | |||||
Class of Stock [Line Items] | |||||
Aggregate net proceeds | $ | $ 61,300,000 | ||||
Common stock, shares issued | 15,302,267 | ||||
Common stock issued price per share | $ / shares | $ 4.30 | ||||
Concurrent Private Placement | |||||
Class of Stock [Line Items] | |||||
Aggregate net proceeds | $ | $ 49,500,000 | ||||
Common stock issued price per share | $ / shares | $ 4.30 | ||||
At-the-Market Sales | |||||
Class of Stock [Line Items] | |||||
Aggregate net proceeds | $ | $ 4,400,000 | ||||
Common stock shares sold | 866,030 | ||||
Weighted Average Price Per Share | $ / shares | $ 5.25 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock shares issued for conversion of redeemable convertible preferred stock | 24,924,501 | 24,924,501 | |||
Sale of common stock | $ | $ 1,000 | ||||
Common stock shares sold | 11,302,219 | ||||
Common Stock | IPO | |||||
Class of Stock [Line Items] | |||||
Common stock shares sold | 11,302,219 | ||||
Common Stock | Concurrent Private Placement | |||||
Class of Stock [Line Items] | |||||
Common stock shares sold | 11,627,907 | ||||
Series A-1 Redeemable Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock, shares authorized | 20,000,000 | ||||
Series A-2 Redeemable Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock, shares authorized | 107,194,866 | ||||
Series B Redeemable Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock, shares authorized | 211,778,825 | ||||
Redeemable convertible preferred stock, issued and sold | 87,259,605 | 87,259,605 | |||
Redeemable convertible preferred stock, price per share | $ / shares | $ 0.52 | ||||
Gross proceeds from stock issued | $ | $ 45,400,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Equity [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common Stock, Voting Rights | Each share of common stock entitles the holder to one vote | |
Number of common stock voting rights | Vote | 1 | |
Dividends declared | $ | $ 0 | $ 0 |
Dividends paid | $ | $ 0 | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Feb. 05, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average grant-date fair value of stock options granted | $ 7.10 | $ 13.14 | ||
Unrecognized compensation expense related to stock options | $ 16.2 | |||
Unrecognized share based compensation expense, recognition period | 2 years 3 months 14 days | |||
Intrinsic value of stock options exercised | $ 2.2 | |||
Weighted-average exercise price exercised but unvested at the time of exercise | $ 2.59 | |||
Weighted-average grant date fair value exercised but unvested at the time of exercise | $ 1.90 | |||
Number unvested options | 83,459 | 200,687 | 159,197 | |
Weighted average exercise price of options exercised and unvested | $ 2.23 | $ 1.90 | ||
Proceeds from unvested options exercises | $ 0.2 | $ 0.4 | ||
Employee Stock Purchase Plan 2021 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares reserved for issuance increase percentage of total number of shares of common stock outstanding | 1% | |||
SharebasedCompensationArrangementBySharebasedPaymentAwardPurchasePriceOfCommonStockPercent | 85% | |||
Number of common stock reserved for issuance | 1,800,000 | |||
Number of shares issued | 34,242 | 0 | ||
Weighted average purchase price | $ 3.41 | |||
Employee Stock Purchase Plan 2021 | Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available for future issuance | 711,512 | |||
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting rights description | vest over 48 months with 25% vesting after one year followed by ratable monthly vesting over three years | |||
Vesting period | 48 months | |||
Contractual term | 10 years | |||
Weighted-average grant-date fair value of stock options granted | $ 4.78 | $ 23.63 | ||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares, Granted | 2,009,000 | 0 | ||
Unrecognized compensation expense related to related to restricted stock units | $ 6.9 | |||
Unrecognized share based compensation expense, recognition period | 1 year 1 month 28 days | |||
Number of units outstanding | 1,430,200 | 0 | ||
Tranche One | Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Vesting percentage | 25% | |||
Tranche Two | Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
2015 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available for future issuance | 0 | |||
2021 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available for future issuance | 570,800 | |||
Shares reserved for issuance increase percentage of total number of shares of common stock outstanding | 4% | |||
2021 Plan | Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of units outstanding | 1,430,200 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Weighted-Average Assumptions Used Principally in Determining Fair Value of Options Granted (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of common stock | $ 7.10 | $ 13.14 |
Dividend yield | 0% | |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of common stock | $ 4.78 | $ 23.63 |
Expected term (in years) | 5 years 10 months 24 days | 6 years |
Expected volatility | 78.80% | 78.40% |
Risk-free interest rate | 2.50% | 0.90% |
Dividend yield | 0% | 0% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | ||
Shares, Outstanding at December 31, 2021 | 5,086,792 | |
Shares, Granted | 3,045,264 | |
Shares, Vested and exercised | (671,796) | |
Shares, Forfeited | (889,678) | |
Shares, Expired | (99,058) | |
Shares, Outstanding at December 31, 2022 | 6,471,524 | 5,086,792 |
Shares, Exercisable at December 31, 2022 | 2,537,544 | |
Weighted-Average Exercise Price, Outstanding at December 31, 2021 | $ 6.17 | |
Weighted-Average Exercise Price, Granted | 6.99 | |
Weighted-Average Exercise Price, Vested and exercised | 1.84 | |
Weighted-Average Exercise Price, Forfeited | 7.53 | |
Weighted-Average Exercise Price, Expired | 14.81 | |
Weighted-Average Exercise Price, Outstanding at December 31, 2021 | 6.69 | $ 6.17 |
Weighted-Average Exercise Price, Exercisable at December 31, 2022 | $ 6.18 | |
Weighted-Average Remaining Contractual Term, Outstanding | 8 years 3 months 10 days | 8 years |
Weighted-Average Remaining Contractual Term, Exercisable at December 31, 2022 | 7 years 8 months 4 days | |
Aggregate Intrinsic Value, Outstanding | $ 14,949 | $ 38,000 |
Aggregate Intrinsic Value, Exercisable at December 31, 2022 | $ 8,089 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of unvested restricted stock units Activity (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares, Unvested at December 31, 2021 | 0 | |
Shares, Granted | 2,009,000 | 0 |
Shares, Vested | (461,700) | |
Shares, Forfeited | (117,100) | |
Shares, Unvested at December 31, 2022 | 1,430,200 | 0 |
Weighted Average Grant Date Fair Value, Unvested at December 31, 2021 | $ 0 | |
Weighted Average Grant Date Fair Value, Granted | 5.64 | |
Weighted Average Grant Date Fair Value, Vested | 6 | |
Weighted Average Grant Date Fair Value, Forfeited | 6 | |
Weighted Average Grant Date Fair Value, Unvested at December 31, 2022 | $ 5.49 | $ 0 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 10,695 | $ 4,315 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 6,036 | 2,281 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 4,659 | $ 2,034 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 12 Months Ended | |
Jun. 15, 2021 USD ($) ft² | Dec. 31, 2019 | |
Standby Letters of Credit | ||
Lessee Lease Description [Line Items] | ||
Increase in irrevocable line of credit facility | $ 2.4 | |
First Lease Amendment | ||
Lessee Lease Description [Line Items] | ||
Additional space leased | ft² | 10,262 | |
Aggregate total fixed rent payments | $ 8.4 | |
Operating lease, commencement period | January 28, 2022 | |
Second Lease Amendment | ||
Lessee Lease Description [Line Items] | ||
Additional space leased | ft² | 30,175 | |
Aggregate total fixed rent payments | $ 22.3 | |
Operating lease estimated to commence period | April 29, 2022 | |
Cambridgepark Lease | ||
Lessee Lease Description [Line Items] | ||
Lease term | 10 years | |
Lessee, Operating Lease, Existence of Option to Extend [true false] | false | |
Minimum | First Lease Amendment | ||
Lessee Lease Description [Line Items] | ||
Increase in annual fixed rental payments | $ 0.8 | |
Minimum | Second Lease Amendment | ||
Lessee Lease Description [Line Items] | ||
Increase in annual fixed rental payments | 1.1 | |
Maximum | First Lease Amendment | ||
Lessee Lease Description [Line Items] | ||
Increase in annual fixed rental payments | 1.1 | |
Maximum | Second Lease Amendment | ||
Lessee Lease Description [Line Items] | ||
Increase in annual fixed rental payments | $ 3 |
Leases - Summary of Lease Expen
Leases - Summary of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 6,435 | $ 3,017 |
Short-term lease cost | 52 | |
Variable lease cost | 1,798 | 1,099 |
Total lease cost | $ 8,233 | $ 4,168 |
Leases - Summary of Amounts Rep
Leases - Summary of Amounts Reported in Consolidated Balance Sheets and Weight-average Lease Term and Discount rate Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Operating lease right-of-use assets | $ 44,444 | $ 15,670 |
Liabilities | ||
Operating lease liabilities, current | 3,272 | 1,839 |
Operating lease liabilities, non-current | 35,640 | 16,174 |
Total lease liabilities | $ 38,912 | $ 18,013 |
Weighted Average Lease Term and Discount Rate | ||
Weighted-average remaining lease term (years) | 7 years 8 months 12 days | 8 years 7 months 20 days |
Weighted-average discount rate | 8.20% | 9.40% |
Leases - Summary of Other Lease
Leases - Summary of Other Lease Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Paid For Amounts Included In The Measurement Of Lease Liabilities [Abstract] | ||
Operating cash flows for operating leases | $ 13,311 | $ 2,559 |
Right-of-use assets obtained in exchange for lease obligations | $ 23,376 | $ 35 |
Leases - Summary of Future Leas
Leases - Summary of Future Lease Payments for Noncancelable Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
2023 | $ 6,315 | |
2024 | 6,578 | |
2025 | 6,644 | |
2026 | 6,681 | |
2027 | 6,882 | |
Thereafter | 19,991 | |
Total lease payments | 53,091 | |
Less: imputed interest | (14,179) | |
Present value of lease liabilities | $ 38,912 | $ 18,013 |
Significant Agreements - Additi
Significant Agreements - Additional Information (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Oct. 31, 2020 |
Columbia License Agreement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
License fee obligated to pay | $ 0 | $ 0 | ||
Columbia License Agreement | Maximum | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Aggregate potential milestone payments upon achievement of clinical milestones | $ 200,000 | |||
Aggregate potential milestone payments upon achievement of regulatory and commercial milestones | $ 6,300,000 | |||
National Institutes of Health License Agreement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Aggregate potential milestone payments | $ 8,000,000 | |||
License fee obligated to pay | $ 0 | $ 0 | ||
National Institutes of Health License Agreement | Licensed Products | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Aggregate potential milestone payments | 6,000,000 | |||
National Institutes of Health License Agreement | Maximum | Licensed Products | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Milestone payments on aggregate net sales | $ 2,000,000,000 |
Defined Contribution Benefit _2
Defined Contribution Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Defined contribution benefit plan, matching percentage | 100% | |
Defined contribution benefit plan, first percentage | 1% | |
Defined contribution benefit plan, additional percentage | 50% | |
Defined contribution benefit plan, minimum percentage of employee's compensation | 1% | |
Defined contribution benefit plan, maximum percentage of employee's compensation | 6% | |
Defined contribution benefit plan, matching contributions amount | $ 0.8 | $ 0.6 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Federal Statutory Income Rate to Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rate | 21% | 21% |
State income tax benefit | 5.80% | 6% |
Permanent items | (0.40%) | (0.30%) |
Research tax credits | 5.50% | 4.10% |
Other | (0.40%) | (0.30%) |
Valuation allowance | (31.50%) | (30.50%) |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Deferred tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Accrued expenses | $ 1,224 | $ 972 |
Federal net operating loss carryforwards | 32,262 | 25,060 |
State net operating loss carryforwards | 8,919 | 6,913 |
Tax credits | 10,712 | 5,675 |
Stock compensation | 1,248 | 529 |
R&D Capitalization | 14,881 | |
Amortization | 429 | 191 |
Lease liability | 10,445 | 4,675 |
Total deferred tax assets | 80,120 | 44,015 |
Valuation allowance | (68,348) | (39,401) |
Net total deferred tax assets | 11,772 | 4,614 |
Deferred tax liabilities: | ||
Lease right of use asset | (11,951) | (4,234) |
Depreciation and amortization | 179 | (380) |
Total deferred tax liabilities | (11,772) | (4,614) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets valuation allowance | $ 68,348,000 | $ 39,401,000 |
Change in deferred tax asset valuation allowance | $ 28,900,000 | 21,000,000 |
Considered period of ownership for annual limitation of net operating loss and tax credit carryforwards | 3 years | |
Considered percentage of ownership for annual limitation of net operating loss and tax credit carryforwards | 50% | |
Unrecognized tax benefits | $ 0 | 0 |
Accrued interest and penalties related to uncertain tax positions | $ 0 | $ 0 |
Income tax examination, description | As of December 31, 2022, there were no income tax examinations in progress | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 153,600,000 | |
Net operating loss carryforwards not subject to expiration | 151,700,000 | |
Net operating loss carryforwards subject to expiration | $ 1,900,000 | |
Net operating loss carryforwards expiration year | 2037 | |
Research and development tax credit carryforwards | $ 7,200,000 | |
Tax credit carryforwards expiration year | 2041 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 141,100,000 | |
Net operating loss carryforwards expiration year | 2042 | |
Research and development tax credit carryforwards | $ 4,300,000 | |
Tax credit carryforwards expiration year | 2036 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss | $ (92,094) | $ (68,899) |
Cumulative dividends on redeemable convertible preferred stock | (1,228) | |
Net loss attributable to common stockholders | $ (92,094) | $ (70,127) |
Denominator, basic | ||
Weighted-average number of common shares outstanding, basic | 39,551,420 | 33,433,214 |
Net loss per share attributable to common stockholders, basic | $ (2.33) | $ (2.10) |
Denominator, diluted | ||
Weighted-average number of common shares outstanding, diluted | 39,551,420 | 33,433,214 |
Net loss per share attributable to common stockholders, diluted | $ (2.33) | $ (2.10) |
Net Loss Per Share - Potential
Net Loss Per Share - Potential Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per share | 6,471,524 | 5,086,792 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per share | 1,430,200 |