Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39634 | |
Entity Registrant Name | Foghorn Therapeutics Inc. | |
Entity Incorporation, State | DE | |
Entity Tax Identification Number | 47-5271393 | |
Entity Address, Street Name | 500 Technology Square, Ste 700 | |
Entity Address, City | Cambridge | |
Entity Address, State | MA | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | 617 | |
Local Phone Number | 586-3100 | |
Title of each class | Common Stock, $0.0001 par value per share | |
Trading Symbol(s) | FHTX | |
Name of each exchange on which registered | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 36,936,886 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001822462 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 125,166 | $ 92,795 |
Marketable securities | 16,107 | 92,975 |
Prepaid expenses and other current assets | 3,399 | 4,917 |
Total current assets | 144,672 | 190,687 |
Property and equipment, net | 19,002 | 19,528 |
Restricted cash | 1,733 | 1,733 |
Other assets | 2,445 | 842 |
Operating lease right-of-use assets | 40,674 | 42,804 |
Total assets | 208,526 | 255,594 |
Current liabilities: | ||
Accounts payable | 3,406 | 3,680 |
Accrued expenses | 5,152 | 9,161 |
Operating lease liabilities | 6,840 | 3,981 |
Financing lease liability | 106 | 0 |
Deferred revenue | 910 | 2,024 |
Total current liabilities | 16,414 | 18,846 |
Notes payable, net of discount and current portion | 19,826 | 19,654 |
Operating lease liabilities, net of current portion | 54,803 | 58,361 |
Financing lease liability, net of current portion | 198 | 0 |
Deferred revenue, net of current portion | 13,095 | 12,546 |
Total liabilities | 104,336 | 109,407 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized at June 30, 2021 and December 31, 2020; no shares issued or outstanding | 0 | 0 |
Common stock, $0.0001 par value; 175,000,000 shares authorized at June 30, 2021 and December 31, 2020; 36,861,350 shares issued and outstanding at June 30, 2021; 36,790,946 shares issued and outstanding at December 31, 2020 | 4 | 4 |
Additional paid-in capital | 313,229 | 309,126 |
Accumulated other comprehensive loss | (10) | (7) |
Accumulated deficit | (209,033) | (162,936) |
Total stockholders’ equity | 104,190 | 146,187 |
Total liabilities and stockholders’ equity | $ 208,526 | $ 255,594 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 175,000,000 | 175,000,000 |
Common stock, shares issued (in shares) | 36,861,350 | 36,790,946 |
Common stock, shares outstanding (in shares) | 36,861,350 | 36,790,946 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Collaboration revenue | $ 279 | $ 0 | $ 565 | $ 0 |
Operating expenses: | ||||
Research and development | 18,642 | 13,628 | 37,368 | 25,131 |
General and administrative | 4,898 | 1,911 | 9,588 | 4,132 |
Total operating expenses | 23,540 | 15,539 | 46,956 | 29,263 |
Loss from operations | (23,261) | (15,539) | (46,391) | (29,263) |
Other income (expense): | ||||
Interest expense | (495) | (198) | (981) | (456) |
Interest income and other income (expense), net | 645 | 14 | 1,275 | 43 |
Change in fair value of preferred stock warrant liability | 0 | 0 | 0 | 1 |
Total other income (expense), net | 150 | (184) | 294 | (412) |
Net loss | $ (23,111) | $ (15,723) | $ (46,097) | $ (29,675) |
Net loss per share attributable to common stockholders—basic (in dollars per share) | $ (0.63) | $ (2.90) | $ (1.25) | $ (5.61) |
Net loss per share attributable to common stockholders—diluted (in dollars per share) | $ (0.63) | $ (2.90) | $ (1.25) | $ (5.61) |
Weighted average common shares outstanding—basic (in shares) | 36,847,435 | 5,418,845 | 36,832,439 | 5,286,537 |
Weighted average common shares outstanding—diluted (in shares) | 36,847,435 | 5,418,845 | 36,832,439 | 5,286,537 |
Comprehensive loss: | ||||
Net loss | $ (23,111) | $ (15,723) | $ (46,097) | $ (29,675) |
Other comprehensive loss: | ||||
Unrealized losses on marketable securities | (16) | 0 | (3) | 0 |
Total other comprehensive loss | (16) | 0 | (3) | 0 |
Total comprehensive loss | $ (23,127) | $ (15,723) | $ (46,100) | $ (29,675) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Series A-1, A-2 and B Convertible Preferred StockPreferred Stock |
Beginning balance at Dec. 31, 2019 | $ (88,016) | $ 0 | $ 6,120 | $ 0 | $ (94,136) | $ 86,544 |
Beginning balance (in shares) at Dec. 31, 2019 | 4,870,851 | 28,615,546 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock upon exercise of stock options | 247 | 247 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 97,034 | |||||
Vesting of restricted stock (in shares) | 222,973 | |||||
Stock-based compensation expense | 517 | 517 | ||||
Net loss | (13,952) | (13,952) | ||||
Ending balance at Mar. 31, 2020 | (101,204) | $ 0 | 6,884 | 0 | (108,088) | $ 86,544 |
Ending balance (in shares) at Mar. 31, 2020 | 5,190,858 | 28,615,546 | ||||
Beginning balance at Dec. 31, 2019 | (88,016) | $ 0 | 6,120 | 0 | (94,136) | $ 86,544 |
Beginning balance (in shares) at Dec. 31, 2019 | 4,870,851 | 28,615,546 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (29,675) | |||||
Ending balance at Jun. 30, 2020 | (116,411) | $ 1 | 7,399 | 0 | (123,811) | $ 134,480 |
Ending balance (in shares) at Jun. 30, 2020 | 5,434,649 | 35,023,413 | ||||
Beginning balance at Mar. 31, 2020 | (101,204) | $ 0 | 6,884 | 0 | (108,088) | $ 86,544 |
Beginning balance (in shares) at Mar. 31, 2020 | 5,190,858 | 28,615,546 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of Series B convertible preferred stock, net of issuance costs | 0 | $ 47,936 | ||||
Issuance of Series B convertible preferred stock, net of issuance costs (in shares) | 6,407,867 | |||||
Issuance of common stock upon exercise of stock options | 27 | 27 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 20,819 | |||||
Vesting of restricted stock | 0 | $ 1 | (1) | |||
Vesting of restricted stock (in shares) | 222,972 | |||||
Stock-based compensation expense | 489 | 489 | ||||
Net loss | (15,723) | (15,723) | ||||
Ending balance at Jun. 30, 2020 | (116,411) | $ 1 | 7,399 | 0 | (123,811) | $ 134,480 |
Ending balance (in shares) at Jun. 30, 2020 | 5,434,649 | 35,023,413 | ||||
Beginning balance at Dec. 31, 2020 | $ 146,187 | $ 4 | 309,126 | (7) | (162,936) | $ 0 |
Beginning balance (in shares) at Dec. 31, 2020 | 36,790,946 | 36,790,946 | 0 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock upon exercise of stock options | $ 62 | 62 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 35,829 | |||||
Stock-based compensation expense | 1,888 | 1,888 | ||||
Unrealized gains (losses) on marketable securities | 13 | 13 | ||||
Net loss | (22,986) | (22,986) | ||||
Ending balance at Mar. 31, 2021 | 125,164 | $ 4 | 311,076 | 6 | (185,922) | $ 0 |
Ending balance (in shares) at Mar. 31, 2021 | 36,826,775 | 0 | ||||
Beginning balance at Dec. 31, 2020 | $ 146,187 | $ 4 | 309,126 | (7) | (162,936) | $ 0 |
Beginning balance (in shares) at Dec. 31, 2020 | 36,790,946 | 36,790,946 | 0 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | $ (46,097) | |||||
Ending balance at Jun. 30, 2021 | $ 104,190 | $ 4 | 313,229 | (10) | (209,033) | $ 0 |
Ending balance (in shares) at Jun. 30, 2021 | 36,861,350 | 36,861,350 | 0 | |||
Beginning balance at Mar. 31, 2021 | $ 125,164 | $ 4 | 311,076 | 6 | (185,922) | $ 0 |
Beginning balance (in shares) at Mar. 31, 2021 | 36,826,775 | 0 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock upon exercise of stock options | 111 | 111 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 34,575 | |||||
Stock-based compensation expense | 2,042 | 2,042 | ||||
Unrealized gains (losses) on marketable securities | (16) | (16) | ||||
Net loss | (23,111) | (23,111) | ||||
Ending balance at Jun. 30, 2021 | $ 104,190 | $ 4 | $ 313,229 | $ (10) | $ (209,033) | $ 0 |
Ending balance (in shares) at Jun. 30, 2021 | 36,861,350 | 36,861,350 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Series A-1, A-2 and B Convertible Preferred Stock | |
Issuance costs | $ 123 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (46,097) | $ (29,675) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 3,930 | 1,006 |
Depreciation and amortization expense | 1,556 | 509 |
Change in fair value of preferred stock warrant liability | 0 | (1) |
Noncash lease expense | 2,162 | 1,659 |
Noncash interest expense | 172 | 126 |
Accretion of discount on marketable securities | (18) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (87) | (774) |
Accounts payable | (259) | (285) |
Accrued expenses and other current liabilities | (1,699) | 819 |
Operating lease liabilities | (725) | 3,259 |
Deferred revenue | (565) | 0 |
Net cash used in operating activities | (41,630) | (23,357) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (3,003) | (3,269) |
Purchases of marketable securities | (42,639) | 0 |
Proceeds from the sale of marketable securities | 119,470 | 0 |
Net cash provided by (used in) investing activities | 73,828 | (3,269) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 0 | 47,936 |
Proceeds from issuance of common stock upon exercise of stock options | 173 | 274 |
Net cash provided by financing activities | 173 | 48,210 |
Net increase in cash, cash equivalents and restricted cash | 32,371 | 21,584 |
Cash, cash equivalents and restricted cash at beginning of period | 94,528 | 17,255 |
Cash, cash equivalents and restricted cash at end of period | 126,899 | 38,839 |
Supplemental cash flow information: | ||
Cash paid for interest | 810 | 341 |
Purchases of property and equipment included in accounts payable and accrued expenses | 75 | 3,115 |
Deferred offering costs included in accounts payable and accrued expenses | 0 | 75 |
Supplemental disclosure of noncash investing and financing information: | ||
Purchases of property and equipment included in accounts payable and accrued expenses | $ 75 | $ 3,115 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | $ 125,166 | $ 36,563 |
Restricted cash (current and non-current) | 1,733 | 2,276 |
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ 126,899 | $ 38,839 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Foghorn Therapeutics Inc. (the “Company”) is a clinical-stage biopharmaceutical company discovering and developing a new class of medicines targeting genetically-determined dependencies within the chromatin regulatory system. The Company uses its proprietary Gene Traffic Control platform to identify, validate and potentially drug targets within the system. The Company was founded in October 2015 as a Delaware corporation. The Company is headquartered in Cambridge, Massachusetts. The Company is subject to risks similar to those of other early-stage companies in the biopharmaceutical industry, including dependence on key individuals, the need to develop commercially viable products, competition from other companies, many of whom are larger and better capitalized, the impact of the COVID-19 pandemic and the need to obtain adequate additional financing to fund the development of its products. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be maintained, that any products developed will obtain required regulatory approval or that any approved products will be commercially viable. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from the sale of its products. In March 2020, the World Health Organization declared the global novel coronavirus disease 2019 (“COVID-19”) outbreak a pandemic. The Company’s operations have not been significantly impacted by the COVID-19 pandemic. However, the Company cannot at this time predict the specific extent, duration, or full impact that the COVID-19 pandemic will have on its financial condition and operations, including ongoing and planned clinical trials. The impact of the COVID-19 outbreak on the Company’s financial performance will depend on future developments, including the duration and spread of the pandemic and related governmental advisories and restrictions. These developments and the impact of COVID-19 on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results may be materially adversely affected. Going concern On October 27, 2020, the Company completed its initial public offering (“IPO”) pursuant to which it issued and sold 7,500,000 shares of its common stock at a public offering price of $16.00 per share, resulting in net proceeds of $108.0 million, after deducting underwriting discounts and commissions and other offering expenses. On November 19, 2020, the Company issued and sold an additional 951,837 shares of common stock at the IPO price of $16.00 per share pursuant to the underwriters’ partial exercise of their option to purchase additional shares of common stock, resulting in additional net proceeds of $14.2 million after deducting underwriting discounts and commissions. The accompanying condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Since inception, the Company has funded its operations primarily with proceeds from sales of preferred stock, debt financing, an upfront payment of $15.0 million the Company received in July 2020 under a collaboration agreement with Merck Sharp & Dohme Corp. (see Note 9), and most recently, with proceeds from the sale of common stock in the IPO completed in October 2020. The Company has incurred losses since inception and as of June 30, 2021, the Company had an accumulated deficit of $209.0 million. The Company expects to continue to generate operating losses in the foreseeable future. As of the issuance date of these interim condensed consolidated financial statements the Company expects that its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months. The Company will need to obtain additional funding through public or private equity offerings, debt financings, collaborations, strategic alliances and/or licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborative or strategic alliances or licensing arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. Arrangements with collaborators or others may require the Company to relinquish rights to certain of its technologies or programs. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, pipeline expansion or commercialization efforts, which could adversely affect its business prospects. Although management will continue to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations when needed or at all. Basis of presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The accounting policies of the Company are set forth in Note 2 to the consolidated financial statements contained in the Company’s 2020 Annual Report on Form 10-K. The Company includes herein certain updates to those policies. Leases In accordance with ASC 842, Leases, the Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining substantially all of the asset’s economic benefits. The Company determines if an arrangement is a lease or contains an embedded lease at inception. For arrangements that meet the definition of a lease, the Company determines the initial classification and measurement of its right-of-use asset and lease liability at the lease commencement date and thereafter if modified. The lease term includes any renew al or purchase options that the Company is reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term. The Company’s policy is to not record leases with an original term of twelve months or less on its consolidated balance sheets and recognizes those lease payments in the income statement on a straight-line basis over the lease term. The Company’s existing leases are for office and laboratory space and equipment leases. In addition to rent, the leases may require the Company to pay additional costs, such as utilities, maintenance and other operating costs, which are generally referred to as non-lease components. The Company has elected to not separate lease and non-lease components. Only the fixed costs for lease components and their associated non-lease components are accounted for as a single lease component and recognized as part of a right-of-use asset and liability. Rent expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the condensed consolidated statements of operations and comprehensive loss. For the Company's financing lease, amortization of the right-of-use asset is recognized on a straight-line basis over the shorter of the useful life of the asset or the lease term and is included in operating expenses on the condensed consolidated statements of operations and comprehensive loss. Interest on the finance lease liability is recognized in interest expense on the condensed consolidated statements of operations and comprehensive loss. Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. |
Marketable Securities and Fair
Marketable Securities and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Marketable Securities and Fair Value Measurements | Marketable Securities and Fair Value Measurements As of June 30, 2021, available for sale marketable securities by security type consisted of (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Commercial paper (due within one year) $ 8,995 $ — $ (3) $ 8,992 Corporate notes and bonds (due within one year) 7,122 — (7) 7,115 Total $ 16,117 $ — $ (10) $ 16,107 As of December 31, 2020, available for sale marketable securities by security type consisted of (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value U.S. treasury notes (due within one year) $ 92,982 $ — $ (7) $ 92,975 Total $ 92,982 $ — $ (7) $ 92,975 The following tables present the Company’s fair value hierarchy for its assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at June 30, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 120,167 $ — $ — $ 120,167 Commercial paper — 4,999 — 4,999 Marketable securities: Commercial paper — 8,992 — 8,992 Corporate notes and bonds — 7,115 — 7,115 Total $ 120,167 $ 21,106 $ — $ 141,273 Fair Value Measurements at December 31, 2020 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 48,770 $ — $ — $ 48,770 U.S. treasury notes — 42,997 — 42,997 Marketable securities: U.S. treasury notes — 92,975 — 92,975 Total $ 48,770 $ 135,972 $ — $ 184,742 During the three and six months ended June 30, 2021 and 2020, there were no transfers between Level 1, Level 2 and Level 3. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): June 30, 2021 December 31, 2020 Laboratory equipment $ 4,333 $ 3,740 Furniture and fixtures 815 815 Computer equipment and software 100 100 Leasehold improvements 17,062 16,961 Financing lease right-of-use asset 384 — Assets not yet placed in service — 15 22,694 21,631 Less: Accumulated depreciation and amortization (3,692) (2,103) 19,002 19,528 Depreciation and amortization expense, including amortization of financing lease right-of-use assets, was $0.8 and $0.2 million for the three months ended June 30, 2021 and 2020, respectively, and $1.6 and $0.5 million for the six months ended June 30, 2021 and 2020, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, 2021 December 31, 2020 Accrued external research and development expenses $ 2,455 $ 2,146 Accrued employee compensation and benefits 1,974 3,513 Accrued professional fees 693 979 Accrued tenant improvements 29 2,385 Other 1 138 $ 5,152 $ 9,161 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Long-term debt consisted of the following (in thousands): June 30, 2021 December 31, 2020 Principal amount of long-term debt $ 20,000 $ 20,000 Less: Current portion of long-term debt — — Long-term debt, net of current portion 20,000 20,000 Final payment fee 1,000 1,000 Debt discount, net of accretion (1,174) (1,346) Long-term debt, net of discount and current portion $ 19,826 $ 19,654 As of June 30, 2021, the Company had outstanding loans under its loan and security agreement of $20.0 million. On November 19, 2020, the Company entered into a loan and security agreement (the "Oxford Loan Agreement"), with Oxford Finance LLC, or Oxford, for an aggregate principal amount of $20.0 million (the "Oxford Term Loan A") and up to an additional $5.0 million (the "Oxford Term Loan B"). On November 19, 2020, the Company borrowed $20.0 million under the Oxford Term Loan A. Oxford Term Loan A and Oxford Term Loan B (the "Term Loans") bear interest at a floating per annum rate equal to the greater of (i) 8.0% and (ii) the sum of (a) thirty-day LIBOR rate plus (b) 7.84%. In addition, upon loan maturity or prepayment, the Company is required to make a final payment fee equal to 5.0% of the aggregate principal amount borrowed which is being amortized to interest expense over the term of the debt using the effective interest method. The Company is required to make monthly interest only payments under the Oxford Loan each month beginning on January 1, 2021. Beginning on December 1, 2023, the Company is required to make consecutive equal monthly payments of principal, together with applicable interest, in arrears, based upon a repayment schedule equal to 24 months, with a final maturity date of November 1, 2025 (the “Maturity Date”). At the Company’s option, the Company may elect to prepay the loans subject to a prepayment fee equal to the following percentage of the principal amount being prepaid: 2% if an advance is prepaid during the first 12 months following the applicable advance date, 1% if an advance is prepaid after 12 months but prior to 24 months following the applicable advance date, and 0.5% if an advance is prepaid any time after 24 months following the applicable advance date but prior to the Maturity Date. The Company's obligations under the Oxford Loan Agreement are secured by a security interest in all of its assets, other than its intellectual property. The Company is also subject to certain affirmative and negative covenants restricting the Company’s activities, including limitations on dispositions, mergers or acquisitions; encumbering its intellectual property; incurring indebtedness or liens; paying dividends; making certain investments; and engaging in certain other business transactions. The obligations under the Loan are subject to acceleration upon the occurrence of specified events of default, including a material adverse change in the Company’s business, operations or financial or other condition. Upon the occurrence of an event of default and until such event of default is no longer continuing, the annual interest rate will be 5.0% above the otherwise applicable rate. As of June 30, 2021 and December 31, 2020, the Company believes an event of default would be remote. In connection with the Oxford Loan Agreement, the Company granted warrants to purchase 18,445 shares of the Company’s common stock at $16.26 per share. The issued warrants are exercisable for 10 years. The Company valued the warrants using the Black-Scholes option pricing model and determined the fair value of the warrants to be $0.2 million. The Company determined the warrants met the criteria for equity classification, and, as such, the fair value of the warrants were recorded as additional paid-in capital and as a discount to the debt which is being amortized to interest expense over the term of the Oxford Loan of five years. In addition, the Company incurred debt issuance costs of $0.2 million. As of June 30, 2021, the interest rate applicable to outstanding borrowings under the Oxford Loan Agreement was 8.1%. During the three and six months ended June 30, 2021, the weighted average effective interest rate on outstanding borrowings was approximately 9.8%. As of June 30, 2021, future principal payments due are as follows (in thousands): Remainder of 2021 (six months) $ — 2022 — 2023 833 2024 10,000 2025 $ 9,167 $ 20,000 As of June 30, 2020, the Company had outstanding loans under its amended loan and security agreement with Comerica Bank. In November 2020, the Company used a portion of the proceeds from the Oxford Loan Agreement described above to repay the outstanding principal balances in full plus unpaid accrued interest and the final payment fee. |
Common Stock and Net Loss Per S
Common Stock and Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Common Stock and Net Loss Per Share | Common Stock and Net Loss Per Share Common Stock Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the board of directors. Net Loss Per Share The following common stock equivalents presented based on amounts outstanding at each period end, have been excluded from the calculation of diluted net loss per share because including them would have had an anti-dilutive impact: June 30, 2021 2020 Stock options to purchase common stock 6,378,714 3,990,475 Warrants to purchase common stock 18,445 — Convertible preferred stock (as converted to common stock) — 18,931,575 Warrants to purchase convertible preferred stock — 7,608 Unvested restricted common stock — 445,949 6,397,159 23,375,607 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2016 Stock Incentive Plan The Company’s 2016 Stock Incentive Plan (the “2016 Plan”) provided for the Company to grant incentive stock options or nonqualified stock options and other equity awards to employees, directors and consultants of the Company. Upon the effectiveness of the 2020 Equity Incentive Plan (the “2020 Plan”) in October 2020, the Company ceased granting additional awards under the 2016 Plan. 2020 Equity Incentive Plan On October 21, 2020, the Company’s board of directors adopted and its stockholders approved the 2020 Plan, which became effective on October 21, 2020. The 2020 Plan provides for the grant of incentive stock options, non-qualified options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The number of shares initially reserved for issuance under the 2020 Plan was (i) 2,200,000 shares (the “share pool”), plus (ii) the number of shares of common stock available for issuance under the 2016 Plan as of the effective date of the 2020 Plan, plus the number of shares of common stock underlying awards under the 2016 Plan that on or after the date of adoption expire or become unexercisable without delivery of shares, are forfeited to, or repurchased for cash, are settled in cash, or otherwise become available again for grant under the 2016 Plan, in each case, in accordance with its terms (up to an aggregate of 5,078,295 shares). As of June 30, 2021, 2,270,457 shares remained available for future grant under the 2020 Plan. The share pool will automatically increase on January 1 of each year from 2021 to 2030 by the lesser of (i) four percent of the number of shares of our common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the board of directors on or prior to such date for such year. The number of shares reserved for issuance under the 2020 Plan was increased by 1,471,576 shares effective January 1, 2021. The 2020 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee if so delegated. Stock options granted with service-based vesting conditions generally vest over four years and expire after ten years. The exercise price for stock options granted is not less than the fair value of common stock on the date of grant. The Company bases fair value of common stock on the quoted market price. Prior to the IPO, the board of directors determined the value the Company’s common stock, taking into consideration its most recently available valuation of common stock performed by third parties as well as additional relevant factors which may have changed since the date of the most recent contemporaneous valuation through the date of grant. 2020 Employee Stock Purchase Plan On October 21, 2020, the Company’s board of directors adopted and its stockholders approved the 2020 Employee Stock Purchase Plan (the “ESPP”), which became effective on October 21, 2020. The aggregate number of shares of common stock available for purchase pursuant to the exercise of options under the ESPP is 360,000 shares, plus an automatic annual increase, as of January 1 of each year from 2021 to 2030, equal to the lesser of one percent of the number of shares of common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the board of directors on or prior to such date for such year (up to a maximum of 3,220,520 shares). The number of shares reserved for issuance under the ESPP was increased by 367,894 shares effective January 1, 2021. As of June 30, 2021, no offering periods have commenced under the ESPP. Stock-based compensation Stock-based compensation expense was classified in the statements of operations and comprehensive loss as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development expenses $ 1,109 $ 298 $ 2,123 $ 625 General and administrative expenses 933 191 1,807 381 $ 2,042 $ 489 $ 3,930 $ 1,006 As of June 30, 2021, total unrecognized compensation cost related to unvested options was $25.2 million, which is expected to be recognized over a weighted average period of 3.1 years. |
Collaboration Agreement
Collaboration Agreement | 6 Months Ended |
Jun. 30, 2021 | |
Collaboration Agreement [Abstract] | |
Collaboration Agreement | Collaboration Agreement In July 2020, the Company entered into a research collaboration and license agreement (the “Collaboration Agreement”) with Merck Sharp & Dohme Corp. (“Merck”). The Company and Merck will apply Foghorn’s proprietary Gene Traffic Control platform to discover and develop novel therapeutics. Under the Collaboration Agreement, the Company granted Merck exclusive global rights to develop, manufacture and commercialize drugs that target dysregulation of a single transcription factor. Under the terms of the Collaboration Agreement, the Company and Merck are each responsible to perform certain research activities in accordance with a mutually-agreed upon research plan. Merck may substitute the selected transcription factor during certain stages of the research program, subject to certain limitations. Following completion of the research program, Merck is responsible for the development and commercialization of the compounds developed pursuant to the research program and any product containing such compounds. Pursuant to the Collaboration Agreement, the Company will also participate on a joint steering committee. Under the terms of the agreement, Foghorn received a nonrefundable upfront payment of $15.0 million from Merck and is eligible to receive up to $245.0 million upon achievement of specified research, development and regulatory milestones by any product candidate generated by the collaboration, and up to $165.0 million upon achievement of specified sales-based milestones per approved product from the collaboration, if any. The Company will be eligible to receive tiered royalties, calculated on a product-by-product and country-by-country basis, on net sales of approved products from the collaboration, if any, at royalty rates ranging from the mid single digits to low tens, depending on whether the products are covered by patent rights it licenses to Merck. Unless terminated earlier, the Collaboration Agreement will continue in full force and effect until one or more products has received marketing authorization and, thereafter, until expiration of all royalty obligations under the Collaboration Agreement. The Company or Merck may terminate the Collaboration Agreement upon an uncured material breach by the other party or insolvency of the other party. Merck may also terminate the Merck Collaboration Agreement for any reason upon certain notice to the Company. The Company determined that the (1) research, development, manufacture and commercialization licenses, (2) the research activities performed by the Company and (3) service on the joint committees represent a single performance obligation under the Collaboration Agreement. The Company determined that Merck cannot benefit from the licenses separately from the research activities and participation on the joint steering committee because these services are specialized and rely on the Company’s expertise such that these activities are highly interrelated and therefore not distinct. Accordingly, the promised goods and services represent one combined performance obligation, and the entire transaction price was allocated to that single combined performance obligation. The performance obligation will be satisfied over the research term as the Company performs the research activities and participates in a joint steering committee to oversee research activities. The upfront payment of $15.0 million was initially recorded as deferred revenue and is being recognized as revenue as the performance obligation is satisfied. The Company recognizes revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer over time. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Under this method, revenue is recorded as a percentage of the estimated transaction price based on the extent of progress towards completion. As of June 30, 2021, the potential research, development and regulatory milestone payments that the Company is eligible to receive were excluded from the transaction price as they were fully constrained by uncertain events. The Company will reevaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and if necessary, the Company will adjust its estimate of the transaction price. Any additions to the transaction price would be reflected in the period as a cumulative revenue catch-up based on the ratio of costs incurred to the total estimated costs expected applied to the revised transaction price. Sales-based royalties and milestone payments, which predominantly relate to the license, will be recognized if and when the related sales occur. As of June 30, 2021, the aggregate amount of the transaction price related to the unsatisfied portion of the performance obligation is $14.0 million, which is expected to be recognized as revenue through 2028. The Company does not expect collaboration revenue to be recognized evenly over this period as it will be recognized on a percentage of completion basis (using cost-to-cost method) as the Company performs the research activities and participates on the joint steering committee, which will likely vary from period to period. In estimating the total costs to satisfy its single performance obligation pursuant to the Collaboration Agreement, the Company is required to make significant estimates including an estimate of the number of transcription factor substitutions and the expected time and expected costs to fulfill the performance obligation.The cumulative effect of revisions to the total estimated costs to complete the Company’s single performance obligation will be recorded in the period in which the changes are identified, and amounts can be reasonably estimated. While such revisions will have no impact on the Company’s cash flows, a significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods. In the three months ended June 30, 2021, the Company re-evaluated its estimates related to the collaboration agreement resulting in a reclass of $1.9 million from short-term deferred revenue to long-term deferred revenue, net of current portion on the Company's condensed consolidated balance sheets. At inception, the Company assessed the Collaboration Agreement to determine whether a significant financing component exists and concluded that a significant financing component does not exist. For the three months ended June 30, 2021, the Company had recorded $0.3 million of revenue under the Collaboration Agreement, which was included in deferred revenue at the beginning of the period. For the six months ended June 30, 2021, the Company had recorded $0.6 million of revenue under the Collaboration Agreement, which was included in deferred revenue at the beginning of the period. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases In October 2019, the Company entered into a lease for 81,441 square feet of office and laboratory space in Cambridge, Massachusetts, commencing in January 2020 (the “New Lease”). The initial term of the New Lease was eight years with a five-year option to extend at fair-market rent at the time of the extension. The base rent payments escalate annually over the eight-year lease term and totaled approximately $60.3 million. In connection with the New Lease, the landlord agreed to fund up to $3.0 million in tenant improvements to the leased facility as well as up to an additional $16.3 million, which resulted in additional rent payments to the landlord over the lease term. During the three months ended June 30, 2021 and 2020, $1.0 million, and $2.3 million respectively, of leasehold improvements were reimbursed by the landlord, which resulted in an increase to operating lease liabilities. During the six months ended June 30, 2021 and 2020, $2.5 million and $3.0 million, respectively, of leasehold improvements were reimbursed by the landlord, which resulted in an increase to operating lease liabilities. The Company will be obligated to pay its portion o f real estate taxes and costs related to the premises, including costs of operations and management of the leased premises. On January 1, 2020, the lease commencement date, the Company recorded an operating lease asset of $38.6 million and corresponding lease liability of $38.3 million. In June 2020, the Company amended the New Lease to defer payment of a portion of the base rent and operating expenses and to extend the lease term by nine months to September 2028. The amendment was accounted for as a lease modification and the right-of-use asset and lease liability were remeasured at the modification date of June 29, 2020 resulting in an increase of $7.4 million to both the right-of-use asset and lease liabilities. The Company had a lease for office and laboratory facilities in Cambridge, Massachusetts under a noncancellable operating lease that began in August 2017 and expired in March 2025. In April 2020, this lease was assigned and assumed by a related party which became effective in October 2020. The components of lease expense were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating lease cost $ 1,886 $ 1,725 $ 3,773 $ 2,983 Short-term lease cost — 19 — 46 Variable lease cost 727 156 1,491 392 $ 2,613 $ 1,900 $ 5,264 $ 3,421 Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Six Months Ended June 30, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 4,799 $ 1,064 Operating lease liabilities arising from obtaining right-of-use assets $ — $ 38,306 Financing lease liabilities arising from obtaining right-of-use assets $ 330 $ — Increase in operating lease liabilities and right-of-use assets due to lease remeasurement $ — $ 7,384 The weighted-average remaining lease term and discount rate as of period ends were as follows: June 30, 2021 December 31, 2020 Weighted-average remaining lease term - operating leases (in years) 7.2 7.7 Weighted-average discount rate - operating leases 5.35 % 5.35 % Future annual minimum lease payments under operating leases as of June 30, 2021 were as follows (in thousands): Remainder of 2021 (six months) $ 4,941 2022 9,967 2023 10,051 2024 10,375 2025 10,623 Thereafter 30,576 Total future minimum lease payments 76,533 Less: imputed interest (13,413) Less: estimated lease incentives (1,477) Total operating lease liabilities $ 61,643 Included in the condensed consolidated balance sheet (in thousands): June 30, 2021 Current operating lease liabilities $ 6,840 Operating lease liabilities, net of current portion 54,803 Total operating lease liabilities $ 61,643 Sublease agreement In April 2020, the Company entered into a two-year sublease agreement to sublet approximately 16,843 square feet of office space under the New Lease, as amended, which began in July 2020. In February 2021, the Company entered into an amendment to the sublease to sublet approximately 2,980 square feet of additional office space to the sublessee for the remaining lease term. In August 2021, the Company entered into an amendment to, among other things, extend the sublease through November 31, 2022. As of June 30, 2021, the remaining rent payments due to the Company under the amended sublease were $2.9 million. During the three and six months ended June 30, 2021, the Company recorded other income of $0.6 million and $1.2 million, respectively, related to this sublease. Financing lease I n October 2020, the Company entered into an equipment lease with a three-year term and an optional purchase option. The Company analyzed the terms of the lease and, due to the likelihood of the Company exercising a purchase option at the end of the three-year lease term, classified this lease as a financing lease. On March 31, 2021, the lease commencement date, the Company recorded a financing lease right-of-use asset of $0.4 million, included in property and equipment, net, and a corresponding financing lease liability of $0.3 million on the condensed consolidated balance sheets. See Notes 2 and 4 for additional information. As of June 30, 2021, a financing lease right-of-use asset of $0.4 million, included in property and equipment, net |
Leases | Leases In October 2019, the Company entered into a lease for 81,441 square feet of office and laboratory space in Cambridge, Massachusetts, commencing in January 2020 (the “New Lease”). The initial term of the New Lease was eight years with a five-year option to extend at fair-market rent at the time of the extension. The base rent payments escalate annually over the eight-year lease term and totaled approximately $60.3 million. In connection with the New Lease, the landlord agreed to fund up to $3.0 million in tenant improvements to the leased facility as well as up to an additional $16.3 million, which resulted in additional rent payments to the landlord over the lease term. During the three months ended June 30, 2021 and 2020, $1.0 million, and $2.3 million respectively, of leasehold improvements were reimbursed by the landlord, which resulted in an increase to operating lease liabilities. During the six months ended June 30, 2021 and 2020, $2.5 million and $3.0 million, respectively, of leasehold improvements were reimbursed by the landlord, which resulted in an increase to operating lease liabilities. The Company will be obligated to pay its portion o f real estate taxes and costs related to the premises, including costs of operations and management of the leased premises. On January 1, 2020, the lease commencement date, the Company recorded an operating lease asset of $38.6 million and corresponding lease liability of $38.3 million. In June 2020, the Company amended the New Lease to defer payment of a portion of the base rent and operating expenses and to extend the lease term by nine months to September 2028. The amendment was accounted for as a lease modification and the right-of-use asset and lease liability were remeasured at the modification date of June 29, 2020 resulting in an increase of $7.4 million to both the right-of-use asset and lease liabilities. The Company had a lease for office and laboratory facilities in Cambridge, Massachusetts under a noncancellable operating lease that began in August 2017 and expired in March 2025. In April 2020, this lease was assigned and assumed by a related party which became effective in October 2020. The components of lease expense were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating lease cost $ 1,886 $ 1,725 $ 3,773 $ 2,983 Short-term lease cost — 19 — 46 Variable lease cost 727 156 1,491 392 $ 2,613 $ 1,900 $ 5,264 $ 3,421 Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Six Months Ended June 30, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 4,799 $ 1,064 Operating lease liabilities arising from obtaining right-of-use assets $ — $ 38,306 Financing lease liabilities arising from obtaining right-of-use assets $ 330 $ — Increase in operating lease liabilities and right-of-use assets due to lease remeasurement $ — $ 7,384 The weighted-average remaining lease term and discount rate as of period ends were as follows: June 30, 2021 December 31, 2020 Weighted-average remaining lease term - operating leases (in years) 7.2 7.7 Weighted-average discount rate - operating leases 5.35 % 5.35 % Future annual minimum lease payments under operating leases as of June 30, 2021 were as follows (in thousands): Remainder of 2021 (six months) $ 4,941 2022 9,967 2023 10,051 2024 10,375 2025 10,623 Thereafter 30,576 Total future minimum lease payments 76,533 Less: imputed interest (13,413) Less: estimated lease incentives (1,477) Total operating lease liabilities $ 61,643 Included in the condensed consolidated balance sheet (in thousands): June 30, 2021 Current operating lease liabilities $ 6,840 Operating lease liabilities, net of current portion 54,803 Total operating lease liabilities $ 61,643 Sublease agreement In April 2020, the Company entered into a two-year sublease agreement to sublet approximately 16,843 square feet of office space under the New Lease, as amended, which began in July 2020. In February 2021, the Company entered into an amendment to the sublease to sublet approximately 2,980 square feet of additional office space to the sublessee for the remaining lease term. In August 2021, the Company entered into an amendment to, among other things, extend the sublease through November 31, 2022. As of June 30, 2021, the remaining rent payments due to the Company under the amended sublease were $2.9 million. During the three and six months ended June 30, 2021, the Company recorded other income of $0.6 million and $1.2 million, respectively, related to this sublease. Financing lease I n October 2020, the Company entered into an equipment lease with a three-year term and an optional purchase option. The Company analyzed the terms of the lease and, due to the likelihood of the Company exercising a purchase option at the end of the three-year lease term, classified this lease as a financing lease. On March 31, 2021, the lease commencement date, the Company recorded a financing lease right-of-use asset of $0.4 million, included in property and equipment, net, and a corresponding financing lease liability of $0.3 million on the condensed consolidated balance sheets. See Notes 2 and 4 for additional information. As of June 30, 2021, a financing lease right-of-use asset of $0.4 million, included in property and equipment, net |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company’s commitments under its leases are described in Note 10. License agreements The Company has entered into various exclusive and non-exclusive license agreements for certain technologies. Under the terms of these license agreements, the Company could be required to reimburse the licensors for patent expenses and remit amounts in the low single-digit as sales-based royalties upon the occurrence of specific events as outlined in the corresponding license agreements. The Company is also required to make annual license maintenance fees of less than $0.1 million and pay up to $1.1 million in regulatory milestones on each licensed product upon the occurrence of specific events as outlined in one of the license agreements. None of our product candidates utilize technologies covered by these licenses. Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, contract research organizations, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims. Legal Proceedings From time to time, the Company may become involved in litigation or other legal proceedings. The Company is not currently a party to any material litigation or legal proceedings. |
Defined Contribution Plan
Defined Contribution Plan | 6 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Defined Contribution PlanThe Company has a 401(k) defined contribution plan (the “401(k) Plan”) for its employees. Eligible employees may make pretax contributions to the 401(k) Plan up to statutory limits. There was no discretionary match made under the 401(k) Plan as of June 30, 2021. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties In October 2015, the Company entered into a five-year service agreement with Flagship Pioneering (“Flagship”), an affiliate of one of its stockholders, Flagship Venture Funds, to provide general and administrative services to the Company, including certain consulting services and the provision of employee health and dental benefit plans for the Company’s employees. The Company made no cash payments to Flagship for services received under this during the three and six months ended June 30, 2021. The Company made cash payments to Flagship for services received under this agreement of $0.4 million and $0.6 million during the three and six months ended June 30, 2020, respectively. As of both June 30, 2021 and December 31, 2020, the Company had no accounts payable to Flagship. This agreement expired in 2020. In October 2015, the Company entered into a five-year consulting agreement with a scientific founder of the Company who is also a board member and a shareholder. In October 2020, this agreement was extended to January 1, 2022, with an option to renew. During the three and six months ended June 30, 2021 and 2020, the Company paid the scientific founder $0.1 million. As of June 30, 2021 and December 31, 2020, the Company had de minimis and no accounts payable, respectively, to this scientific founder. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Leases | Leases In accordance with ASC 842, Leases, the Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining substantially all of the asset’s economic benefits. The Company determines if an arrangement is a lease or contains an embedded lease at inception. For arrangements that meet the definition of a lease, the Company determines the initial classification and measurement of its right-of-use asset and lease liability at the lease commencement date and thereafter if modified. The lease term includes any renew al or purchase options that the Company is reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term. The Company’s policy is to not record leases with an original term of twelve months or less on its consolidated balance sheets and recognizes those lease payments in the income statement on a straight-line basis over the lease term. The Company’s existing leases are for office and laboratory space and equipment leases. In addition to rent, the leases may require the Company to pay additional costs, such as utilities, maintenance and other operating costs, which are generally referred to as non-lease components. The Company has elected to not separate lease and non-lease components. Only the fixed costs for lease components and their associated non-lease components are accounted for as a single lease component and recognized as part of a right-of-use asset and liability. Rent expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the condensed consolidated statements of operations and comprehensive loss. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. |
Marketable Securities and Fai_2
Marketable Securities and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Available for Sale Marketable Securities By Security Type | As of June 30, 2021, available for sale marketable securities by security type consisted of (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Commercial paper (due within one year) $ 8,995 $ — $ (3) $ 8,992 Corporate notes and bonds (due within one year) 7,122 — (7) 7,115 Total $ 16,117 $ — $ (10) $ 16,107 As of December 31, 2020, available for sale marketable securities by security type consisted of (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value U.S. treasury notes (due within one year) $ 92,982 $ — $ (7) $ 92,975 Total $ 92,982 $ — $ (7) $ 92,975 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present the Company’s fair value hierarchy for its assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at June 30, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 120,167 $ — $ — $ 120,167 Commercial paper — 4,999 — 4,999 Marketable securities: Commercial paper — 8,992 — 8,992 Corporate notes and bonds — 7,115 — 7,115 Total $ 120,167 $ 21,106 $ — $ 141,273 Fair Value Measurements at December 31, 2020 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 48,770 $ — $ — $ 48,770 U.S. treasury notes — 42,997 — 42,997 Marketable securities: U.S. treasury notes — 92,975 — 92,975 Total $ 48,770 $ 135,972 $ — $ 184,742 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment Net | Property and equipment, net consisted of the following (in thousands): June 30, 2021 December 31, 2020 Laboratory equipment $ 4,333 $ 3,740 Furniture and fixtures 815 815 Computer equipment and software 100 100 Leasehold improvements 17,062 16,961 Financing lease right-of-use asset 384 — Assets not yet placed in service — 15 22,694 21,631 Less: Accumulated depreciation and amortization (3,692) (2,103) 19,002 19,528 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following (in thousands): June 30, 2021 December 31, 2020 Accrued external research and development expenses $ 2,455 $ 2,146 Accrued employee compensation and benefits 1,974 3,513 Accrued professional fees 693 979 Accrued tenant improvements 29 2,385 Other 1 138 $ 5,152 $ 9,161 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt | Long-term debt consisted of the following (in thousands): June 30, 2021 December 31, 2020 Principal amount of long-term debt $ 20,000 $ 20,000 Less: Current portion of long-term debt — — Long-term debt, net of current portion 20,000 20,000 Final payment fee 1,000 1,000 Debt discount, net of accretion (1,174) (1,346) Long-term debt, net of discount and current portion $ 19,826 $ 19,654 |
Summary of Future Long Term Loan Principal Payments Due | As of June 30, 2021, future principal payments due are as follows (in thousands): Remainder of 2021 (six months) $ — 2022 — 2023 833 2024 10,000 2025 $ 9,167 $ 20,000 |
Common Stock and Net Loss Per_2
Common Stock and Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Summary of Earnings Per Share Diluted Anti Dilutive Impact | The following common stock equivalents presented based on amounts outstanding at each period end, have been excluded from the calculation of diluted net loss per share because including them would have had an anti-dilutive impact: June 30, 2021 2020 Stock options to purchase common stock 6,378,714 3,990,475 Warrants to purchase common stock 18,445 — Convertible preferred stock (as converted to common stock) — 18,931,575 Warrants to purchase convertible preferred stock — 7,608 Unvested restricted common stock — 445,949 6,397,159 23,375,607 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense was classified in the statements of operations and comprehensive loss as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development expenses $ 1,109 $ 298 $ 2,123 $ 625 General and administrative expenses 933 191 1,807 381 $ 2,042 $ 489 $ 3,930 $ 1,006 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Summary of Lease Cost | The components of lease expense were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating lease cost $ 1,886 $ 1,725 $ 3,773 $ 2,983 Short-term lease cost — 19 — 46 Variable lease cost 727 156 1,491 392 $ 2,613 $ 1,900 $ 5,264 $ 3,421 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Six Months Ended June 30, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 4,799 $ 1,064 Operating lease liabilities arising from obtaining right-of-use assets $ — $ 38,306 Financing lease liabilities arising from obtaining right-of-use assets $ 330 $ — Increase in operating lease liabilities and right-of-use assets due to lease remeasurement $ — $ 7,384 The weighted-average remaining lease term and discount rate as of period ends were as follows: June 30, 2021 December 31, 2020 Weighted-average remaining lease term - operating leases (in years) 7.2 7.7 Weighted-average discount rate - operating leases 5.35 % 5.35 % |
Summary of Minimum Lease Payments | Future annual minimum lease payments under operating leases as of June 30, 2021 were as follows (in thousands): Remainder of 2021 (six months) $ 4,941 2022 9,967 2023 10,051 2024 10,375 2025 10,623 Thereafter 30,576 Total future minimum lease payments 76,533 Less: imputed interest (13,413) Less: estimated lease incentives (1,477) Total operating lease liabilities $ 61,643 Included in the condensed consolidated balance sheet (in thousands): June 30, 2021 Current operating lease liabilities $ 6,840 Operating lease liabilities, net of current portion 54,803 Total operating lease liabilities $ 61,643 |
Summary of Operating Lease Liabilities | Future annual minimum lease payments under operating leases as of June 30, 2021 were as follows (in thousands): Remainder of 2021 (six months) $ 4,941 2022 9,967 2023 10,051 2024 10,375 2025 10,623 Thereafter 30,576 Total future minimum lease payments 76,533 Less: imputed interest (13,413) Less: estimated lease incentives (1,477) Total operating lease liabilities $ 61,643 Included in the condensed consolidated balance sheet (in thousands): June 30, 2021 Current operating lease liabilities $ 6,840 Operating lease liabilities, net of current portion 54,803 Total operating lease liabilities $ 61,643 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 19, 2020 | Oct. 27, 2020 | Jul. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements | |||||
Upfront payment received from Merck | $ 15,000 | $ 15,000 | |||
Accumulated deficit | $ (209,033) | $ (162,936) | |||
IPO | |||||
Organization Consolidation And Presentation Of Financial Statements | |||||
Stock issued during the period shares new issues shares (in shares) | 7,500,000 | ||||
Sale of stock issue price per share (in dollars per share) | $ 16 | ||||
Sale of stock consideration received on the transaction | $ 108,000 | ||||
Over-Allotment Option | |||||
Organization Consolidation And Presentation Of Financial Statements | |||||
Stock issued during the period shares new issues shares (in shares) | 951,837 | ||||
Sale of stock issue price per share (in dollars per share) | $ 16 | ||||
Sale of stock consideration received on the transaction | $ 14,200 |
Marketable Securities and Fai_3
Marketable Securities and Fair Value Measurements - Summary of Available for Sale Marketable Securities By Security Type (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Amortized Cost | $ 16,117 | $ 92,982 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (10) | (7) |
Estimated Fair Value | 16,107 | 92,975 |
U.S. treasury notes (due within one year) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Amortized Cost | 92,982 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (7) | |
Estimated Fair Value | $ 92,975 | |
Commercial paper (due within one year) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Amortized Cost | 8,995 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (3) | |
Estimated Fair Value | 8,992 | |
Corporate notes and bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Amortized Cost | 7,122 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (7) | |
Estimated Fair Value | $ 7,115 |
Marketable Securities and Fai_4
Marketable Securities and Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | $ 16,107 | $ 92,975 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Total | 141,273 | 184,742 |
Recurring | U.S. treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 92,975 | |
Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 8,992 | |
Recurring | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 7,115 | |
Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 120,167 | 48,770 |
Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 4,999 | |
Recurring | U.S. treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 42,997 | |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Total | 120,167 | 48,770 |
Recurring | Level 1 | U.S. treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 0 | |
Recurring | Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 0 | |
Recurring | Level 1 | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 0 | |
Recurring | Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 120,167 | 48,770 |
Recurring | Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 0 | |
Recurring | Level 1 | U.S. treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 0 | |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Total | 21,106 | 135,972 |
Recurring | Level 2 | U.S. treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 92,975 | |
Recurring | Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 8,992 | |
Recurring | Level 2 | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 7,115 | |
Recurring | Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 0 | 0 |
Recurring | Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 4,999 | |
Recurring | Level 2 | U.S. treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 42,997 | |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Total | 0 | 0 |
Recurring | Level 3 | U.S. treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 0 | |
Recurring | Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 0 | |
Recurring | Level 3 | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 0 | |
Recurring | Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 0 | 0 |
Recurring | Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | $ 0 | |
Recurring | Level 3 | U.S. treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | ||
Financing lease right-of-use asset | $ 384 | $ 0 |
Property plant and equipment including finance right of use assets, gross | 22,694 | 21,631 |
Less: Accumulated depreciation and amortization | (3,692) | (2,103) |
Property and equipment, net | 19,002 | 19,528 |
Laboratory equipment | ||
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | ||
Property, plant and equipment, gross | 4,333 | 3,740 |
Furniture and fixtures | ||
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | ||
Property, plant and equipment, gross | 815 | 815 |
Computer equipment and software | ||
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | ||
Property, plant and equipment, gross | 100 | 100 |
Leasehold improvements | ||
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | ||
Property, plant and equipment, gross | 17,062 | 16,961 |
Assets not yet placed in service | ||
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | ||
Property, plant and equipment, gross | $ 0 | $ 15 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 800 | $ 200 | $ 1,556 | $ 509 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued external research and development expenses | $ 2,455 | $ 2,146 |
Accrued employee compensation and benefits | 1,974 | 3,513 |
Accrued professional fees | 693 | 979 |
Accrued tenant improvements | 29 | 2,385 |
Other | 1 | 138 |
Accrued liabilities, current, total | $ 5,152 | $ 9,161 |
Notes Payable - Summary of Long
Notes Payable - Summary of Long Term Debt (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Nov. 19, 2020 |
Short-term Debt | |||
Long-term debt, net of current portion | $ 20,000,000 | ||
Long-term debt, net of discount and current portion | 19,826,000 | $ 19,654,000 | |
Term Loan A | |||
Short-term Debt | |||
Principal amount of long-term debt | 20,000,000 | 20,000,000 | $ 20,000,000 |
Less: Current portion of long-term debt | 0 | 0 | |
Long-term debt, net of current portion | 20,000,000 | 20,000,000 | |
Final payment fee | 1,000,000 | 1,000,000 | |
Debt discount, net of accretion | (1,174,000) | (1,346,000) | |
Long-term debt, net of discount and current portion | $ 19,826,000 | $ 19,654,000 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) | Nov. 19, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Term Loan A | ||||
Short-term Debt | ||||
Principal borrowing amount | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 |
Debt instrument, interest rate, stated percentage | 8.00% | 8.10% | 8.10% | |
Debt, final payment fee percentage | 5.00% | |||
Class of warrant or right, number of securities called by warrants or rights (shares) | 18,445 | 18,445 | ||
Warrants issue price ( per share) | $ 16.26 | $ 16.26 | ||
Warrants exercisable term | 10 years | 10 years | ||
Warrant fair value | $ 200,000 | |||
Debt instrument, term | 5 years | |||
Payment of notes payable issuance costs | $ 200,000 | |||
Debt, weighted average interest rate | 9.80% | 9.80% | ||
Term Loan A | Period One | ||||
Short-term Debt | ||||
Prepayment fee (percent) | 2.00% | |||
Term Loan A | Period One | Maximum | ||||
Short-term Debt | ||||
Prepayment period (months) | 12 months | |||
Term Loan A | Period Two | ||||
Short-term Debt | ||||
Prepayment fee (percent) | 1.00% | |||
Term Loan A | Period Two | Minimum | ||||
Short-term Debt | ||||
Prepayment period (months) | 12 months | |||
Term Loan A | Period Two | Maximum | ||||
Short-term Debt | ||||
Prepayment period (months) | 24 months | |||
Term Loan A | Period Three | ||||
Short-term Debt | ||||
Prepayment fee (percent) | 0.50% | |||
Term Loan A | Period Three | Minimum | ||||
Short-term Debt | ||||
Prepayment period (months) | 24 months | |||
Term Loan A | LIBOR | ||||
Short-term Debt | ||||
Debt instrument, basis spread on variable rate | 7.84% | |||
Term Loan B | ||||
Short-term Debt | ||||
Additional borrowing capacity | $ 5,000,000 |
Notes Payable - Summary of Futu
Notes Payable - Summary of Future Principal Payments Due (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Long-term Debt, Fiscal Year Maturity | |
Remainder of 2021 (six months) | $ 0 |
2022 | 0 |
2023 | 833 |
2024 | 10,000 |
2025 | 9,167 |
Long-term debt, net of current portion | $ 20,000 |
Common Stock and Net Loss Per_3
Common Stock and Net Loss Per Share - Earnings Per Share Diluted Anti Dilutive Impact (Details) | 6 Months Ended | |
Jun. 30, 2021voteshares | Jun. 30, 2020shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Voting rights per share (per share) | vote | 1 | |
Anti-dilutive shares excluded from the calculation of earnings per share (shares) | 6,397,159 | 23,375,607 |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Anti-dilutive shares excluded from the calculation of earnings per share (shares) | 6,378,714 | 3,990,475 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Anti-dilutive shares excluded from the calculation of earnings per share (shares) | 18,445 | 0 |
Convertible preferred stock (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Anti-dilutive shares excluded from the calculation of earnings per share (shares) | 0 | 18,931,575 |
Warrants to purchase convertible preferred stock (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Anti-dilutive shares excluded from the calculation of earnings per share (shares) | 0 | 7,608 |
Unvested restricted common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Anti-dilutive shares excluded from the calculation of earnings per share (shares) | 0 | 445,949 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | Jan. 01, 2021 | Jun. 30, 2021 | Oct. 21, 2020 |
Share-based Payment Arrangement | |||
Unrecognized compensation costs related to unvested options and unvested restricted stock | $ 25.2 | ||
Weighted average period of unrecognized compensation costs | 3 years 1 month 6 days | ||
2020 Equity Incentive Plan | |||
Share-based Payment Arrangement | |||
Number of shares authorized | 5,078,295 | 2,200,000 | |
Common stock shares available for grant | 2,270,457 | ||
Annual share percentage increase (percent) | 4.00% | ||
Number of additional shares authorized | 1,471,576 | ||
Award vesting period | 4 years | ||
Expiration period | 10 years | ||
2020 Employee Stock Purchase Plan | |||
Share-based Payment Arrangement | |||
Number of shares authorized | 3,220,520 | 360,000 | |
Annual share percentage increase (percent) | 1.00% | ||
Number of additional shares authorized | 367,894 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement | ||||
Stock-based compensation expense | $ 2,042 | $ 489 | $ 3,930 | $ 1,006 |
Research and development expenses | ||||
Share-based Payment Arrangement | ||||
Stock-based compensation expense | 1,109 | 298 | 2,123 | 625 |
General and administrative expenses | ||||
Share-based Payment Arrangement | ||||
Stock-based compensation expense | $ 933 | $ 191 | $ 1,807 | $ 381 |
Collaboration Agreement (Detail
Collaboration Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative | ||||||
Upfront payment received from Merck | $ 15,000 | $ 15,000 | ||||
Deferred revenue | $ 15,000 | 15,000 | ||||
Unsatisfied portion of the performance obligation | 14,000 | 14,000 | ||||
Deferred revenue | 910 | 910 | $ 2,024 | |||
Deferred revenue, net of current portion | 13,095 | 13,095 | $ 12,546 | |||
Revenue | 279 | $ 0 | 565 | $ 0 | ||
Maximum | Sales based | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative | ||||||
Amount receivable for achievement of milestones | 165,000 | |||||
Research Development And Regulatory | Maximum | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative | ||||||
Amount receivable for achievement of milestones | 245,000 | |||||
Merck Collaboration Agreement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative | ||||||
Revenue | 300 | 600 | ||||
Collaborative Arrangement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative | ||||||
Deferred revenue, net of current portion | 1,900 | 1,900 | ||||
Collaborative Arrangement | Adjustments | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative | ||||||
Deferred revenue | $ (1,900) | $ (1,900) |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 96 Months Ended | ||||||||||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2027USD ($) | Mar. 31, 2021USD ($) | Feb. 28, 2021ft² | Dec. 31, 2020USD ($) | Oct. 31, 2020 | Jun. 29, 2020USD ($) | Apr. 30, 2020ft² | Jan. 01, 2020USD ($) | Oct. 31, 2019USD ($)ft² | |
Lessee, Lease, Description | |||||||||||||
Operating lease right-of-use assets | $ 40,674 | $ 40,674 | $ 42,804 | ||||||||||
Operating lease liability | 61,643 | 61,643 | |||||||||||
Future sublease income outstanding | 2,900 | 2,900 | |||||||||||
Sublease income recorded as other income | 600 | 1,200 | |||||||||||
Finance lease contract term (years) | 3 years | ||||||||||||
Financing lease right-of-use asset | 400 | 400 | $ 400 | ||||||||||
Finance lease liability | $ 300 | $ 300 | $ 300 | ||||||||||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net | Property and equipment, net | ||||||||||
Office and Laboratory Space In Cambridge, Massachusetts | |||||||||||||
Lessee, Lease, Description | |||||||||||||
Area of leased property | ft² | 81,441 | ||||||||||||
Operating lease term (years) | 8 years | ||||||||||||
Operating lease term extension (years) | 5 years | ||||||||||||
Reimbursements from lessor | $ 1,000 | $ 2,300 | $ 2,500 | $ 3,000 | |||||||||
Operating lease right-of-use assets | $ 38,600 | ||||||||||||
Operating lease liability | $ 38,300 | ||||||||||||
Office Space In Cambridge, Massachusetts | |||||||||||||
Lessee, Lease, Description | |||||||||||||
Area of leased property | ft² | 16,843 | ||||||||||||
Term of property subleased under operating lease | 2 years | ||||||||||||
Additional Office Space In Cambridge, Massachusetts | |||||||||||||
Lessee, Lease, Description | |||||||||||||
Area of leased property | ft² | 2,980 | ||||||||||||
Maximum | Office and Laboratory Space In Cambridge, Massachusetts | |||||||||||||
Lessee, Lease, Description | |||||||||||||
Leasehold improvements landlord allowance | $ 3,000 | ||||||||||||
Leasehold improvements landlord allowance to be repaid | $ 16,300 | ||||||||||||
Forecast | Office and Laboratory Space In Cambridge, Massachusetts | |||||||||||||
Lessee, Lease, Description | |||||||||||||
Operating lease rent payments | $ 60,300 | ||||||||||||
Adjustments | Office and Laboratory Space In Cambridge, Massachusetts | |||||||||||||
Lessee, Lease, Description | |||||||||||||
Operating lease right-of-use assets | $ 7,400 | ||||||||||||
Operating lease liability | $ 7,400 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 1,886 | $ 1,725 | $ 3,773 | $ 2,983 |
Short-term lease cost | 0 | 19 | 0 | 46 |
Variable lease cost | 727 | 156 | 1,491 | 392 |
Total | $ 2,613 | $ 1,900 | $ 5,264 | $ 3,421 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 4,799 | $ 1,064 |
Operating lease liabilities arising from obtaining right-of-use assets | 0 | 38,306 |
Financing lease liabilities arising from obtaining right-of-use assets | 330 | 0 |
Increase in operating lease liabilities and right-of-use assets due to lease remeasurement | $ 0 | $ 7,384 |
Leases - Summary of Weighted-Av
Leases - Summary of Weighted-Average Remaining Lease Term and Discount Rate Leases (Details) | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted-average remaining lease term - operating leases (in years) | 7 years 2 months 12 days | 7 years 8 months 12 days |
Weighted-average discount rate - operating leases | 5.35% | 5.35% |
Leases - Summary of Minimum Lea
Leases - Summary of Minimum Lease Payment (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due | |
Remainder of 2021 (six months) | $ 4,941 |
2022 | 9,967 |
2023 | 10,051 |
2024 | 10,375 |
2025 | 10,623 |
Thereafter | 30,576 |
Total future minimum lease payments | 76,533 |
Less: imputed interest | (13,413) |
Less: estimated lease incentives | (1,477) |
Total operating lease liabilities | $ 61,643 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Current operating lease liabilities | $ 6,840 | $ 3,981 |
Operating lease liabilities, net of current portion | 54,803 | $ 58,361 |
Total operating lease liabilities | $ 61,643 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Stanford - Maximum $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Commitments And Contingencies | |
Annual license maintenance fees | $ 0.1 |
Milestones payable upon event | $ 1.1 |
Related Parties (Details)
Related Parties (Details) - Affiliated Entity - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Oct. 31, 2015 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Flagship Pioneering | ||||||
Related Party Transaction | ||||||
Service agreement term | 5 years | |||||
Payments made to related party under service agreement | $ 0 | $ 400,000 | $ 0 | $ 600,000 | ||
Accounts payable, related party | 0 | 0 | $ 0 | |||
Scientific Founder | ||||||
Related Party Transaction | ||||||
Service agreement term | 5 years | |||||
Payments made to related party under service agreement | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | ||
Accounts payable, related party | $ 0 |