Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | PEPGEN INC. | |
Entity Central Index Key | 0001835597 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 23,631,924 | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | PEPG | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-41374 | |
Entity Tax Identification Number | 85-3819886 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 245 Main Street | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02142 | |
City Area Code | 781 | |
Local Phone Number | 797-0979 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 195,783 | $ 132,895 |
Other receivables | 3,881 | 4,744 |
Prepaid expenses and other current assets | 4,584 | 2,347 |
Total current assets | 204,248 | 139,986 |
Property and equipment, net | 2,740 | 636 |
Other assets | 1,473 | 3,019 |
Total assets | 208,461 | 143,641 |
Current liabilities: | ||
Accounts payable | 4,622 | 3,240 |
Accrued expenses | 10,897 | 7,081 |
Total current liabilities | 15,519 | 10,321 |
Preferred stock warrant liability | 226 | |
Total liabilities | 15,519 | 10,547 |
Commitments and contingencies (Note 7) | ||
Convertible preferred stock | 165,176 | |
Stockholders' equity (deficit) | ||
Common stock | 2 | |
Additional paid-in capital | 280,990 | 1,653 |
Accumulated other comprehensive (loss) income | (130) | 17 |
Accumulated deficit | (87,920) | (33,752) |
Total stockholders' equity (deficit) | 192,942 | (32,082) |
Total liabilities, convertible preferred stock, and stockholders' equity (deficit) | $ 208,461 | $ 143,641 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Expenses [Abstract] | ||||
Research and development | $ 15,964 | $ 5,712 | $ 40,911 | $ 14,458 |
General and administrative | 3,590 | 2,366 | 10,177 | 5,440 |
Total operating expenses | 19,554 | 8,078 | 51,088 | 19,898 |
Operating loss | (19,554) | (8,078) | (51,088) | (19,898) |
Other income (expense) | ||||
Interest income | 943 | 1,202 | ||
Other income (expense), net | 4 | (34) | 138 | (239) |
Total other income (expense), net | 947 | (34) | 1,340 | (239) |
Net loss before income tax | (18,607) | (8,112) | (49,748) | (20,137) |
Income tax expense | (4,420) | |||
Net loss | $ (18,607) | $ (8,112) | $ (54,168) | $ (20,137) |
Net loss per share, basic | $ (0.79) | $ (9.07) | $ (4.18) | $ (22.52) |
Net loss per share, diluted | $ (0.79) | $ (9.07) | $ (4.18) | $ (22.52) |
Weighted-average common shares outstanding, basic | 23,562,395 | 894,060 | 12,954,925 | 894,060 |
Weighted-average common shares outstanding, diluted | 23,562,395 | 894,060 | 12,954,925 | 894,060 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (18,607) | $ (8,112) | $ (54,168) | $ (20,137) |
Cumulative translation adjustment arising during the period | (31) | 3 | (147) | 26 |
Comprehensive loss | $ (18,638) | $ (8,109) | $ (54,315) | $ (20,111) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) $ in Thousands | Total | Series A-1 Convertible Preferred Stock | Series A-2 Convertible Preferred Stock | Series B Convertible Preferred Stock | Common Stock Class A Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit |
Temporary Equity Beginning Balance at Dec. 31, 2020 | $ 8,454 | $ 7,680 | ||||||
Temporary Equity Beginning Balance, shares at Dec. 31, 2020 | 1,372,970 | 700,278 | ||||||
Beginning Balance at Dec. 31, 2020 | $ (6,360) | $ 119 | $ (8) | $ (6,471) | ||||
Beginning Balance, shares at Dec. 31, 2020 | 894,060 | |||||||
Stock-based compensation expense | 188 | 188 | ||||||
Net loss | (6,636) | (6,636) | ||||||
Foreign currency translation adjustment | 26 | 26 | ||||||
Temporary Equity Ending Balance at Mar. 31, 2021 | $ 8,454 | $ 7,680 | ||||||
Temporary Equity Ending Balance, shares at Mar. 31, 2021 | 1,372,970 | 700,278 | ||||||
Ending Balance at Mar. 31, 2021 | (12,782) | 307 | 18 | (13,107) | ||||
Ending Balance, shares at Mar. 31, 2021 | 894,060 | |||||||
Temporary Equity Beginning Balance at Dec. 31, 2020 | $ 8,454 | $ 7,680 | ||||||
Temporary Equity Beginning Balance, shares at Dec. 31, 2020 | 1,372,970 | 700,278 | ||||||
Beginning Balance at Dec. 31, 2020 | (6,360) | 119 | (8) | (6,471) | ||||
Beginning Balance, shares at Dec. 31, 2020 | 894,060 | |||||||
Net loss | (20,137) | |||||||
Temporary Equity Ending Balance at Sep. 30, 2021 | $ 8,454 | $ 44,639 | $ 112,083 | |||||
Temporary Equity Ending Balance, shares at Sep. 30, 2021 | 1,372,970 | 3,939,069 | 7,234,766 | |||||
Ending Balance at Sep. 30, 2021 | (25,606) | 984 | 18 | (26,608) | ||||
Ending Balance, shares at Sep. 30, 2021 | 894,060 | |||||||
Temporary Equity Beginning Balance at Mar. 31, 2021 | $ 8,454 | $ 7,680 | ||||||
Temporary Equity Beginning Balance, shares at Mar. 31, 2021 | 1,372,970 | 700,278 | ||||||
Beginning Balance at Mar. 31, 2021 | (12,782) | 307 | 18 | (13,107) | ||||
Beginning Balance, shares at Mar. 31, 2021 | 894,060 | |||||||
Stock-based compensation expense | 329 | 329 | ||||||
Temporary equity, Issuance of Series A-2 convertible preferred stock, net of issuance cost, shares | 1,400,558 | |||||||
Temporary equity, Issuance of Series A-2 convertible preferred stock, net of issuance cost | $ 15,979 | |||||||
Net loss | (5,389) | (5,389) | ||||||
Foreign currency translation adjustment | (3) | (3) | ||||||
Temporary Equity Ending Balance at Jun. 30, 2021 | $ 8,454 | $ 23,659 | ||||||
Temporary Equity Ending Balance, shares at Jun. 30, 2021 | 1,372,970 | 2,100,836 | ||||||
Ending Balance at Jun. 30, 2021 | (17,845) | 636 | 15 | (18,496) | ||||
Ending Balance, shares at Jun. 30, 2021 | 894,060 | |||||||
Stock-based compensation expense | 348 | 348 | ||||||
Temporary Issuance of Preferred Stock, shares | 1,838,233 | 7,234,766 | ||||||
Temporary issuance of preferred stock | $ 20,980 | $ 112,083 | ||||||
Net loss | (8,112) | (8,112) | ||||||
Foreign currency translation adjustment | 3 | 3 | ||||||
Temporary Equity Ending Balance at Sep. 30, 2021 | $ 8,454 | $ 44,639 | $ 112,083 | |||||
Temporary Equity Ending Balance, shares at Sep. 30, 2021 | 1,372,970 | 3,939,069 | 7,234,766 | |||||
Ending Balance at Sep. 30, 2021 | (25,606) | 984 | 18 | (26,608) | ||||
Ending Balance, shares at Sep. 30, 2021 | 894,060 | |||||||
Temporary Equity Beginning Balance at Dec. 31, 2021 | 165,176 | $ 8,454 | $ 44,639 | $ 112,083 | ||||
Temporary Equity Beginning Balance, shares at Dec. 31, 2021 | 1,372,970 | 3,939,069 | 7,234,766 | |||||
Beginning Balance at Dec. 31, 2021 | (32,082) | 1,653 | 17 | (33,752) | ||||
Beginning Balance, shares at Dec. 31, 2021 | 963,588 | |||||||
Stock-based compensation expense | 815 | 815 | ||||||
Net loss | (18,246) | (18,246) | ||||||
Foreign currency translation adjustment | (74) | (74) | ||||||
Temporary Equity Ending Balance at Mar. 31, 2022 | $ 8,454 | $ 44,639 | $ 112,083 | |||||
Temporary Equity Ending Balance, shares at Mar. 31, 2022 | 1,372,970 | 3,939,069 | 7,234,766 | |||||
Ending Balance at Mar. 31, 2022 | (49,587) | 2,468 | (57) | (51,998) | ||||
Ending Balance, shares at Mar. 31, 2022 | 963,588 | |||||||
Temporary Equity Beginning Balance at Dec. 31, 2021 | 165,176 | $ 8,454 | $ 44,639 | $ 112,083 | ||||
Temporary Equity Beginning Balance, shares at Dec. 31, 2021 | 1,372,970 | 3,939,069 | 7,234,766 | |||||
Beginning Balance at Dec. 31, 2021 | (32,082) | 1,653 | 17 | (33,752) | ||||
Beginning Balance, shares at Dec. 31, 2021 | 963,588 | |||||||
Net loss | (54,168) | |||||||
Temporary Equity Ending Balance at Sep. 30, 2022 | ||||||||
Ending Balance at Sep. 30, 2022 | 192,942 | $ 2 | 280,990 | (130) | (87,920) | |||
Ending Balance, shares at Sep. 30, 2022 | 23,562,395 | |||||||
Temporary Equity Beginning Balance at Mar. 31, 2022 | $ 8,454 | $ 44,639 | $ 112,083 | |||||
Temporary Equity Beginning Balance, shares at Mar. 31, 2022 | 1,372,970 | 3,939,069 | 7,234,766 | |||||
Beginning Balance at Mar. 31, 2022 | (49,587) | 2,468 | (57) | (51,998) | ||||
Beginning Balance, shares at Mar. 31, 2022 | 963,588 | |||||||
Stock-based compensation expense | 1,228 | 1,228 | ||||||
Temporary equity, Issuance of Series A-2 stock upon exercise of warrants, shares | 35,529 | |||||||
Temporary equity, Issuance of Series A-2 stock upon exercise of warrants | $ 574 | |||||||
Temporary equity, Conversion of convertible preferred stock upon initial public offering, shares | (1,372,970) | (3,974,598) | (7,234,766) | |||||
Temporary equity, Conversion of convertible preferred stock upon initial public offering | $ (8,454) | $ (45,213) | $ (112,083) | |||||
Conversion of convertible preferred stock upon initial public offering, shares | 12,359,856 | |||||||
Conversion of convertible preferred stock upon initial public offering | 165,752 | $ 1 | 165,751 | |||||
Issuance of Common Stock upon initial public offering and Series A-2 convertible preferred stock, net of underwritings' fees and issuance cost, shares | 10,238,951 | |||||||
Issuance of Common Stock upon initial public offering and Series A-2 convertible preferred stock, net of underwritings' fees and issuance cost | 110,183 | $ 1 | 110,182 | |||||
Net loss | (17,315) | (17,315) | ||||||
Foreign currency translation adjustment | (42) | (42) | ||||||
Ending Balance at Jun. 30, 2022 | 210,219 | $ 2 | 279,629 | (99) | (69,313) | |||
Ending Balance, shares at Jun. 30, 2022 | 23,562,395 | |||||||
Stock-based compensation expense | 1,361 | 1,361 | ||||||
Net loss | (18,607) | (18,607) | ||||||
Foreign currency translation adjustment | (31) | (31) | ||||||
Temporary Equity Ending Balance at Sep. 30, 2022 | ||||||||
Ending Balance at Sep. 30, 2022 | $ 192,942 | $ 2 | $ 280,990 | $ (130) | $ (87,920) | |||
Ending Balance, shares at Sep. 30, 2022 | 23,562,395 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (PARENTHETICAL) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Common Stock | ||
Net of issuance costs | $ 12,684 | |
Series A-2 Convertible Preferred Stock | ||
Net of issuance costs | $ 21 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Cash flows from operating activities: | |||
Net loss | $ (18,607,000) | $ (54,168,000) | $ (20,137,000) |
Adjustments to reconcile net loss to cash used in operating activities: | |||
Depreciation | 348,000 | 130,000 | |
Stock-based compensation expense | 3,404,000 | 865,000 | |
Change in fair value of preferred stock warrant liability | 0 | (58,000) | 258,000 |
Other non-cash adjustments | 136,000 | ||
Changes in operating assets and liabilities: | |||
Other receivables | 32,000 | (3,574,000) | |
Prepaids and other current and non-current assets | (879,000) | (1,364,000) | |
Accounts payable | 1,829,000 | 24,000 | |
Accrued expenses | 3,478,000 | 7,185,000 | |
Net cash used in operating activities | (45,878,000) | (16,613,000) | |
Cash flows from investing activities: | |||
Purchases of property and equipment | (2,653,000) | (344,000) | |
Net cash used in investing activities | (2,653,000) | (344,000) | |
Cash flows from financing activities: | |||
Issuance of common stock upon initial public offering, net of underwriters' fees | 114,267,000 | ||
Payment of offering costs | (2,697,000) | (375,000) | |
Proceeds from the exercise of Series A-2 warrants | 406,000 | ||
Net cash provided by financing activities | 111,976,000 | 148,683,000 | |
Effect of exchange rate changes on cash | (556,000) | 37,000 | |
Net increase in cash, cash equivalents and restricted cash | 62,889,000 | 131,763,000 | |
Cash, cash equivalents and restricted cash at beginning of period | 134,367,000 | 9,778,000 | |
Cash, cash equivalents and restricted cash at end of period | 197,256,000 | 197,256,000 | 141,541,000 |
Components of cash, cash equivalents and restricted cash | |||
Cash and cash equivalents | 195,783,000 | 195,783,000 | 141,541,000 |
Restricted Cash | 1,473,000 | 1,473,000 | |
Total cash, cash equivalents and restricted cash at end of period | $ 197,256,000 | $ 197,256,000 | 141,541,000 |
Supplemental noncash investing and financing activities | |||
Property and equipment included in accounts payable and accrued expenses | 43,000 | ||
Deferred offering costs in accounts payable and accrued expenses | 1,092,000 | ||
Series B convertible preferred stock issuance costs included in accrued expenses | 16,000 | ||
Series A-2 Convertible Preferred Stock | |||
Cash flows from financing activities: | |||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 36,959,000 | ||
Series B Convertible Preferred Stock | |||
Cash flows from financing activities: | |||
Proceeds from issuance of convertible preferred stock, net of issuance costs | $ 112,099,000 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation PepGen Inc., or the Company or PepGen, headquartered in Boston, Massachusetts, is a biopharmaceutical company developing a transformative oligonucleotide delivery technology and pipeline of product candidates to treat neuromuscular and neurologic diseases with a high unmet medical need. Initial Public Offering On May 10, 2022, the Company closed its initial public offering (IPO) in which the Company sold an aggregate of 9,000,000 shares at a public offering price of $ 12.00 per share for gross proceeds of $ 108.0 million. In connection with the IPO, the Company granted the underwriters a 30-day option to purchase 1,350,000 additional shares of common stock. On May 16, 2022, the underwriters exercised the option in part and the Company issued 1,238,951 shares of common stock for gross proceeds of $ 14.9 million. From the IPO and option exercise by the underwriters, the Company received approximately $ 122.9 million in gross proceeds and $ 110.2 million in net proceeds, after deducting underwriting discounts and estimated offering expenses payable by the Company. Immediately prior to consummation of the IPO, all 12,546,805 outstanding shares of the Company’s redeemable convertible preferred stock, and 35,529 preferred stock warrants that were exercised on May 4, 2022 (see Note 3), converted into 12,359,856 shares of the Company’s common stock. As a result of this conversion, the Company's net loss per share, basic and diluted, will be significantly different in future filings. Liquidity and Capital Resources Since inception, the Company has not generated any revenue from product sales or other sources and has incurred significant operating losses and negative cash flows from operations. The Company’s primary uses of cash and cash equivalents to date have been to fund research and development activities, business planning, establishing and maintaining the Company’s intellectual property portfolio, hiring personnel, leasing premises and associated capital expenditures, raising capital, and providing general and administrative support for these operations. As of September 30, 2022, the Company had an accumulated deficit of $ 87.9 million. To date, the Company has funded operations primarily through private placements of convertible preferred stock and its IPO. As of September 30, 2022, the Company had cash and cash equivalents of $ 195.8 million. As the Company continues to pursue its business plan to successfully develop and obtain regulatory approval for the Company’s product candidates, it expects to finance its operations through the sale of equity, debt financings or other capital resources, which could include income from collaborations, strategic partnerships or marketing, distribution, licensing or other strategic arrangements with third parties, or from grants. However, there can be no assurance that any additional financing or strategic transactions will be available to the Company on acceptable terms, if at all. If events or circumstances occur such that the Company does not obtain additional funding, it may need to delay, reduce or eliminate its product development or future commercialization efforts, which could have a material adverse effect on the Company’s business, results of operations or financial condition. Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements are unaudited and have been prepared in conformity with generally accepted accounting principles in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). The condensed consolidated financial statements have been prepared on the same basis as the audited annual financial statements. Certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. These condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the Company’s financial position as of September 30, 2022, and results of operations for the interim periods ended September 30, 2022 and September 30, 2021. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the years ended December 31, 2021 and 2020, and the notes thereto, included in the Company’s final prospectus related to the IPO, dated May 5, 2022 and filed with the Securities and Exchange Commission (the SEC) pursuant to Rule 424(b)(4) on May 9, 2022 (Final Prospectus). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The Company’s significant accounting policies are disclosed in the audited financial statements for the years ended December 31, 2021 and 2020 included in the Final Prospectus. Since the date of those financial statements, there have been no changes to the Company’s significant accounting policies. Deferred Offering Costs The Company capitalized incremental legal, professional accounting and other third-party fees that were directly associated with the IPO as other non-current assets until the IPO was consummated. After consummation of the IPO, these costs were recorded in stockholders’ equity as a reduction of additional paid-in-capital generated as a result of the offering. The IPO was completed in May 2022 and deferred offering costs totaling $ 4.1 million were recorded within stockholders’ equity as a reduction of additional paid-in-capital generated from the initial public offering. Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts or existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of enactment. The Company records a valuation allowance to reduce deferred tax assets to an amount for which realization is more likely than not. The Company recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based on the merits of the position. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Restricted Cash The Company classifies all cash whose use is limited by contractual provisions as restricted cash. Restricted cash arises from the requirement for the Company to maintain cash of $ 1.5 million as collateral under a lease agreement. As of September 30, 2022 and December 31, 2021, the Company had $ 1.5 million of restricted cash classified in other assets on the condensed consolidated balance sheets. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The amendment relates to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use, or the ROU, assets obtained in exchange for lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of condensed consolidated financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The amendment became effective for the Company as of January 1, 2022. The Company does not have any leases that have commenced for accounting purposes with initial terms greater than twelve months. For any future leases with initial terms greater than twelve months, the Company will record a lease liability and corresponding ROU asset on is balance sheet and provide required disclosures under Topic 842. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following tables (in thousands) present information about the Company’s financial assets that have been measured at fair value as of September 30, 2022 and December 31, 2021, and indicate the fair value of the hierarchy of the valuation inputs utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair value determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted market prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. As of September 30, 2022 Total Level 1 Level 2 Level 3 Cash equivalents US Treasury-backed money market funds $ 99,294 $ 99,294 $ — $ — Total $ 99,294 $ 99,294 $ — $ — As of December 31, 2021 Total Level 1 Level 2 Level 3 Cash equivalents US Treasury-backed money market funds $ 30,719 $ 30,719 $ — $ — Total $ 30,719 $ 30,719 $ — $ — Money market funds are highly liquid investments that are valued based on quoted market prices in active markets, which represent a Level 1 measurement within the fair value hierarchy. Preferred stock warrant liability In connection with the November 24, 2020 Stock Purchase Agreement (Note 8), the Company granted warrants to purchase up to 35,529 shares of Series A-2 convertible preferred stock at a price per share equal to $ 11.42 and with a term ending upon the earlier of an underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, the consummation of a Deemed Liquidation Event, as such term is defined in the Company’s Restated Certificate of Incorporation or 10 years . As the warrants are for preferred stock, which do not qualify for equity classification, the warrants were recorded as a liability and are required to be remeasured to fair value at each reporting date. The warrants were exercised on May 4, 2022 , just prior to the completion of the IPO, for proceeds of $ 0.4 million. Immediately prior to the consummation of the IPO, the warrants were converted into 34,901 shares of the Company's common stock. As there are a number of inputs that are not observable in the market, the warrant valuation represented a Level 3 measurement within the fair value hierarchy. The Company’s valuation of the preferred stock warrant utilized the Black-Scholes option-pricing model, which incorporates assumptions and estimates to value the preferred stock warrant. The quantitative elements associated with the Company’s Level 3 inputs impacting the fair value measurement of the preferred stock warrant liability included the fair value per share of the underlying Series A-2 convertible preferred stock, the remaining contractual term of the warrant, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying preferred stock. The most significant assumption in the Black-Scholes option-pricing model impacting the fair value of the preferred stock warrant was the fair value of the Company’s Series A-2 convertible preferred stock as of each remeasurement date. The Company determined the fair value per share of the underlying preferred stock by taking into consideration its most recent sales of its convertible preferred stock. The Company historically had been a private company and lacked company-specific historical and implied volatility information of its stock. Therefore, it estimated its expected stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the remaining contractual term of the warrant. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrant. The Company had estimated a 0 % dividend yield based on the expected dividend yield and the fact that the Company has never paid or declared dividends. The Company recognized changes in the fair value of the warrant liability as a component of other income (expense) in its condensed consolidated statements of operations and comprehensive loss. There was no warrant liability activity in the three months ended September 30, 2022 as the warrants were exercised on May 4, 2022. A reconciliation of the Level 3 warrant liability through exercise in the second quarter of 2022 is as follows (in thousands): Series A-2 Preferred Balance as of December 31, 2020 $ 30 Change in fair value 196 Balance as of December 31, 2021 226 Change in fair value ( 58 ) Balance as of March 31, 2022 168 Exercise of preferred stock warrants ( 168 ) Balance as of June 30, 2022 $ — |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net The cost and accumulated depreciation of property and equipment were as follows (in thousands): September 30, December 31, Lab equipment $ 2,199 $ 975 Computer and office equipment $ 37 $ 91 Construction in process 749 — Total property and equipment 2,985 1,066 Less: accumulated depreciation ( 245 ) ( 430 ) Total property and equipment, net $ 2,740 $ 636 Depreciation expense was $ 0.1 million and $ 0.1 million for the three months ended September 30, 2022 and September 30, 2021, respectively. Depreciation expense was $ 0.3 million and $ 0.1 million for the nine months ended September 30, 2022 and September 30, 2021, respectively. During the three-months ended September 30, 2022, the Company recorded a loss of $ 0.1 million to research and development expense associated with the disposal of lab equipment located at the Company's UK subsidiary. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following (in thousands): September 30, December 31, Research and development expenses $ 3,496 $ 5,343 Employee-related expenses 1,595 1,205 Taxes payable 3,671 — Accrued leasehold improvements 1,217 — Other 918 533 Total accrued expenses $ 10,897 $ 7,081 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions Technology license agreement In March 2018, the Company, Oxford University Innovation Limited (OUI), and the Medical Research Council of United Kingdom Research and Innovation, or MRC (or collectively the Licensors), entered into a license of technology agreement, or the License Agreement, which was subsequently amended in December 2018 and further amended and restated in November 2020. The Licensors and affiliates hold shares of the Company's common stock. The License Agreement provides the Company with an exclusive world-wide license to licensed data and technology owned by OUI and MRC in respect of cell penetrating peptides for treatment of Duchenne muscular dystrophy, spinal muscular atrophy, and other conditions. The License Agreement provides the Company with the rights to grant and authorize sublicenses to make, use, sell, and import products and otherwise exploit the patent rights. As consideration for the license, the Company made an initial upfront payment in 2018 of $ 0.1 million upon transfer of the license technology and data and in 2020 upon amending and restating the License Agreement made two additional payments each of $ 19,000 for a Restatement Completion Fee and License Data Fee. The Company determined that the upfront payment and subsequent Restatement Completion Fee and License Data Fee as part of the license agreement would be expensed upon execution of the original contract and subsequent amendment as the license was acquired for research and development purposes which does not have alternative future uses, and the underlying technology has not reached technological feasibility. The Company could be required to make milestone payments to the Licensors upon completion of certain patent and commercial milestones related to the patents and commercialization of certain of the Company’s product candidates. The aggregate potential milestone payments are $ 0.1 million. The Company also agreed to pay the Licensors low single digit royalties on net sales of any licensed products that are commercialized by the Company or sublicensees in excess of a threshold amount between £ 20 million and £ 30 million ($ 22.3 million and $ 33.5 million as of September 30, 2022), subject to certain adjustments. The term of the License Agreement continues until the later of (i) the date on which all the patents and patent applications covered thereunder have been abandoned or allowed to lapse or expired or been rejected or revoked or (ii) 20 years from the date of the original agreement. Upon completion of the Company’s IPO in May 2022, the Company became obligated to pay OUI an exit fee between 0.5 % to 2 % of the value determined in an acquisition or IPO, not to exceed £ 5 million ($ 6.2 million as of the IPO date) (See Note 6). The exit fee due to OUI, based on the IPO raise, was $ 1.4 million, which was paid during the second quarter of 2022 and charged to research and development expense. Additionally, the Company paid office space rent to OUI. For the three and nine months ended September 30, 2022 total rent expense and other costs paid to OUI and affiliates was $ 0.1 million and $ 0.3 million, in each case. Services agreement In November 2020, the Company entered into an agreement, or the Services Agreement, with Carnot Pharma, LLC, or Carnot, under which Carnot provides research and other services to the Company. Carnot is an entity controlled by RA Capital Management, L.P. Entities affiliated with RA Capital Management, L.P. purchased shares of Series A-2 convertible preferred stock in the Company’s preferred stock financing in November of 2020 and May and July of 2021, which were converted to shares of the Company's common stock in connection with the IPO. In addition, entities affiliated with RA Capital Management, L.P. purchased shares of our Series B convertible preferred stock in the Company’s preferred stock financing in July 2021 which were also converted into shares of the Company's common stock in connection with the IPO. At the time the Services Agreement was entered into, one member of the Company’s Board of Directors was affiliated with RA Capital Management, L.P, and currently two members of the Company's Board of Directors are affiliated with R.A. Capital Management, L.P. Under the terms of the Services Agreement, the Company compensates Carnot on a fully burdened cost basis for personal time devoted to Company projects. In addition, the Company reimburses Carnot on a costs basis for any subcontractor costs incurred. The Company pays Carnot on a quarterly basis, in arrears, for services performed and costs incurred. The Services Agreement is for a term of the later of (A) two ( 2 ) years and (B) the later of (a) completion of the Services or (b) latest-to-occur delivery of a final report or any other items required to be delivered to the Company under the last ongoing project as part of the services, if any. The Company may terminate the services agreement by giving 30 days’ prior notice and either party can terminate the services agreement for a material breach, if not cured within 30 days following notice by the non-breaching party. The services agreement was terminated on April 15, 2022 . Expenses incurred by the Company under the Services Agreement with Carnot for the nine months ended September 30, 2022 and September 30, 2021, totaled $ 0.1 million and $ 0.7 million, respectively. As of September 30, 2022 and December 31, 2021, included in accounts payable was approximately $ 0 and $ 2,600 that was due to Carnot by the Company for services rendered under the Services Agreement, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Legal proceedings From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. The Company is not party to any litigation and does not have contingency reserves established for any litigation liabilities. Leases In December 2021, the Company entered into a lease for lab and office space in Massachusetts of approximately 31,668 square feet. The lease term is for 110 months with one optional renewal period of five years . The initial monthly lease payment is $ 0.2 million which increases on an annual basis at three percent. The lease is expected to commence for accounting purposes when the landlord tenders possession of the premises to the Company, which is expected to occur in the fourth quarter of 2022 or early 2023. Other The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to the agreements, the Company agrees to indemnify, hold harmless, and to reimburse the indemnified party for losses suffered or incurred by the indemnified party, including in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third-party with respect to the Company’s products. Further, the Company indemnifies its directors and officers who are, or were, serving at the Company’s request in such capacities. The Company’s maximum exposure under these arrangements is unknown as of September 30, 2022. The Company does not anticipate recognizing any significant losses relating to these arrangements. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements may be unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Convertible Preferred Stock and Stockholders' Equity | 8. Convertible Preferred Stock and Stockholders’ Equity Reverse Stock Split On April 29, 2022, the Company filed a charter amendment to affect a 1.018 for 1 reverse stock split of its issued and outstanding shares of common stock, which resulted in a proportional adjustment to the existing conversion ratios for each series of the Company’s preferred stock. Accordingly, all share and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the preferred stock conversion ratios. Series A-1 convertible preferred stock and Series A-2 convertible preferred stock In connection with the November 24, 2020, Stock Purchase Agreement, the Company agreed to issue an aggregate of 3,939,069 shares of Series A-2 convertible preferred stock to new and existing investors at a price of $ 11.42 per share, in three closings, and elected to convert 1,348,693 shares of outstanding Class A and Class B common stock into 1,372,970 shares of Series A-1 convertible preferred stock. A total of 1,033,117 shares of Class A common stock held by certain founding investors and employees were not modified and continue to exist as Class A common stock. The Series A-1 and Series A-2 convertible preferred stock was converted to common stock immediately prior to the consummation of the Company’s IPO in May 2022 (see Note 1). Series B convertible preferred stock In July 2021 the Company entered into the Series B Stock Purchase Agreement, whereby the Company agreed to issue and sold an aggregate of 7,234,766 shares of Series B convertible stock to new and existing investors at a per share price of $ 15.55 per share for aggregate gross proceeds of $ 112.5 million. The Series B convertible preferred stock was converted to common stock immediately prior to the consummation of the Company's IPO in May 2022 (see Note 1). Common stock Under the Third Amended and Restated Certificate of Incorporation, dated May 10, 2022, the Company has the authority to issue a total of 500,000,000 shares of common stock (par value of $ 0.0001 per share) and 10,000,000 shares of undesignated preferred stock (par value of $ 0.0001 per share). In connection with the IPO, the Company re-designated all shares of Class A common stock as shares of common stock. Each share of common stock has the right to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No cash dividends have been declared by the board of directors during the nine months ended September 30, 2022 and September 30, 2021. The Company has reserved the following shares of common stock for issuance, on an as-converted basis, as follows: September 30, December 31, Convertible preferred stock — 12,546,805 Stock options issued and outstanding 3,374,557 1,898,084 Preferred stock warrants issued and outstanding — 35,529 Vesting conditions placed on previously issued common shares 69,529 69,529 Authorized for future stock awards or option grants 950,011 456,416 Authorized for future issuance under employee stock purchase plan 226,000 — Total 4,620,097 15,006,363 Shares of Common Stock Subject to Repurchase In November 2020, in connection with the Series A-2 convertible preferred stock financing, two founding stockholders entered into Stock Restriction Agreements, or Restriction Agreements, whereby 139,057 shares that were previously vested and not subject to repurchase became restricted and subject to repurchase. The repurchase rights lapse 50 % on the one-year anniversary of the Restriction Agreements and 50 % on the second anniversary of the Restriction Agreements. Shares subject to repurchase by the Company are not deemed, for accounting purposes, to be outstanding until those shares vest and therefore are not included in the shares outstanding on the condensed consolidated balance sheet. In connection with the vesting restrictions placed on these previously vested shares, the Company was required to determine the measurement date fair value of the shares, which was $ 2.37 per share or $ 0.3 million in aggregate. The measurement date fair value of the restricted stock will be recognized as stock-based compensation expense over the vesting period. As of September 30, 2022, and December 31 2021, 69,529 shares were subject to repurchase by the Company. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation As of September 30, 2022, the Company maintains three equity compensation plans, the PepGen Inc. 2020 Stock Plan, or 2020 Plan, the 2022 Stock Option and Incentive Plan, or 2022 Plan, and the 2022 Employee Stock Purchase Plan, or ESPP. The 2022 Plan replaced the 2020 Plan, and the Company will not make additional awards under the 2020 Plan. As of September 30, 2022, 950,011 shares remain available for issuance under the 2022 Plan and 226,000 shares remain available for issuance under the ESPP. Stock Option Activity Stock option activity under the 2020 Plan and 2022 Plan, is as follows: Stock Weighted-Average Outstanding as of December 31, 2021 1,898,084 $ 7.46 Granted 1,494,436 $ 11.70 Exercised — $ — Canceled/Forfeited ( 17,963 ) $ 9.46 Outstanding as of September 30, 2022 3,374,557 $ 9.33 The weighted-average grant date fair value of options granted during the nine months ended September 30, 2022 was $ 11.70 per share. Stock-Based Compensation Expense Stock based compensation expense recognized for stock option grants included in the accompanying condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 557 $ 159 $ 1,185 $ 199 General and administrative 804 189 2,219 666 Total stock-based compensation expense $ 1,361 $ 348 $ 3,404 $ 865 As of September 30, 2022, total unrecognized compensation cost related to unvested share options was approximately $ 16.6 million, which is expected to be recognized over a weighted-average period of approximately 3.2 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company recorded income tax expense of nil for the three months ended September 30, 2022 and 2021, respectively. The Company recorded income tax expense of $ 4.4 million and nil for the nine months ended September 30, 2022 and 2021, respectively. The income tax expense for the nine months ended September 30, 2022 was due to the intellectual property (IP) transfer noted in the paragraph below. On January 1, 2022 (the “Transfer Date”), the Company’s wholly owned subsidiary, PepGen Limited, transferred all IP assets to the parent company, PepGen Inc., in an arm’s length transaction at fair value pursuant to an asset transfer agreement. The fair value of the IP assets is a non-recurring fair value measurement. The Company engaged valuation specialists to calculate the IP value, and the IP value was measured using the historical cost method. The historical cost method estimated the fair value of the IP assets using the historical cost base of the IP assets and the expected market return as of the Transfer Date. The significant assumption inherent in estimating the fair value using the historical cost method was the expected market return. The Company utilized a 40 % expected market return, which a third-party investor may expect as a return on their investment, and which is based on studies of venture capital investment returns. The Company calculated the fair value of the IP assets by computing the present value of the historical cost base using the 40 % expected market return. The expected market return assumption used in the estimation of the IP assets represents a level 3 input of the fair value hierarchy (see Note 3). The Company recognizes the impact of an uncertain income tax position taken on its income tax returns at the amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will be recognized if it has less than a 50% likelihood of being sustained. The tax positions are analyzed at least quarterly, and adjustments are made as events occur that warrant adjustments for those positions. As of September 30, 2022, the Company has recognized a liability for the uncertain tax position relative to the IP transfer of $ 0.6 million. The transfer of the intellectual property assets resulted in an estimated tax charge during the three-months ended March 31, 2022 to His Majesty’s Revenue & Customs, after considering net operating loss carryforwards, of $ 4.4 million, inclusive of the $ 0.7 million uncertain tax position. The liability is accounted for in accrued expenses on the condensed consolidated balance sheet, and was $ 3.7 million as of September 30, 2022 after currency translation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Deferred Offering Costs | Deferred Offering Costs The Company capitalized incremental legal, professional accounting and other third-party fees that were directly associated with the IPO as other non-current assets until the IPO was consummated. After consummation of the IPO, these costs were recorded in stockholders’ equity as a reduction of additional paid-in-capital generated as a result of the offering. The IPO was completed in May 2022 and deferred offering costs totaling $ 4.1 million were recorded within stockholders’ equity as a reduction of additional paid-in-capital generated from the initial public offering. |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts or existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of enactment. The Company records a valuation allowance to reduce deferred tax assets to an amount for which realization is more likely than not. The Company recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based on the merits of the position. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. |
Restricted Cash | Restricted Cash The Company classifies all cash whose use is limited by contractual provisions as restricted cash. Restricted cash arises from the requirement for the Company to maintain cash of $ 1.5 million as collateral under a lease agreement. As of September 30, 2022 and December 31, 2021, the Company had $ 1.5 million of restricted cash classified in other assets on the condensed consolidated balance sheets. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The amendment relates to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use, or the ROU, assets obtained in exchange for lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of condensed consolidated financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The amendment became effective for the Company as of January 1, 2022. The Company does not have any leases that have commenced for accounting purposes with initial terms greater than twelve months. For any future leases with initial terms greater than twelve months, the Company will record a lease liability and corresponding ROU asset on is balance sheet and provide required disclosures under Topic 842. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Financial Assets Measure at Fair Value on Recurring Basis | The following tables (in thousands) present information about the Company’s financial assets that have been measured at fair value as of September 30, 2022 and December 31, 2021, and indicate the fair value of the hierarchy of the valuation inputs utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair value determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted market prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. As of September 30, 2022 Total Level 1 Level 2 Level 3 Cash equivalents US Treasury-backed money market funds $ 99,294 $ 99,294 $ — $ — Total $ 99,294 $ 99,294 $ — $ — As of December 31, 2021 Total Level 1 Level 2 Level 3 Cash equivalents US Treasury-backed money market funds $ 30,719 $ 30,719 $ — $ — Total $ 30,719 $ 30,719 $ — $ — |
Summary of Reconciliation of Warrant Liabilities | A reconciliation of the Level 3 warrant liability through exercise in the second quarter of 2022 is as follows (in thousands): Series A-2 Preferred Balance as of December 31, 2020 $ 30 Change in fair value 196 Balance as of December 31, 2021 226 Change in fair value ( 58 ) Balance as of March 31, 2022 168 Exercise of preferred stock warrants ( 168 ) Balance as of June 30, 2022 $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Cost and Accumulated Depreciation of Property and Equipment | The cost and accumulated depreciation of property and equipment were as follows (in thousands): September 30, December 31, Lab equipment $ 2,199 $ 975 Computer and office equipment $ 37 $ 91 Construction in process 749 — Total property and equipment 2,985 1,066 Less: accumulated depreciation ( 245 ) ( 430 ) Total property and equipment, net $ 2,740 $ 636 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): September 30, December 31, Research and development expenses $ 3,496 $ 5,343 Employee-related expenses 1,595 1,205 Taxes payable 3,671 — Accrued leasehold improvements 1,217 — Other 918 533 Total accrued expenses $ 10,897 $ 7,081 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock for Issuance, on an As-Converted Basis | The Company has reserved the following shares of common stock for issuance, on an as-converted basis, as follows: September 30, December 31, Convertible preferred stock — 12,546,805 Stock options issued and outstanding 3,374,557 1,898,084 Preferred stock warrants issued and outstanding — 35,529 Vesting conditions placed on previously issued common shares 69,529 69,529 Authorized for future stock awards or option grants 950,011 456,416 Authorized for future issuance under employee stock purchase plan 226,000 — Total 4,620,097 15,006,363 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Options Activity | Stock option activity under the 2020 Plan and 2022 Plan, is as follows: Stock Weighted-Average Outstanding as of December 31, 2021 1,898,084 $ 7.46 Granted 1,494,436 $ 11.70 Exercised — $ — Canceled/Forfeited ( 17,963 ) $ 9.46 Outstanding as of September 30, 2022 3,374,557 $ 9.33 |
Summary of Stock-based Compensation Expense | Stock based compensation expense recognized for stock option grants included in the accompanying condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 557 $ 159 $ 1,185 $ 199 General and administrative 804 189 2,219 666 Total stock-based compensation expense $ 1,361 $ 348 $ 3,404 $ 865 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||
May 16, 2022 | May 10, 2022 | Sep. 30, 2022 | May 04, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Received from IPO and option exercise by underwriters | $ 122,900 | |||||
Net Received from IPO and option exercise by underwriters | 110,200 | |||||
Accumulated deficit | 87,920 | $ 33,752 | ||||
Cash and cash equivalents | $ 195,783 | $ 132,895 | $ 141,541 | |||
Common stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock issued in connection with exercise of stock options | 1,238,951 | |||||
Gross proceeds from underwriters exercised option | $ 14,900 | |||||
IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares sold | 9,000,000 | |||||
Public offering price per share | $ 12 | |||||
Gross proceeds from sale of shares | $ 108,000 | |||||
Shares issued upon conversion of redeemable convertible preferred stock | 12,359,856 | |||||
Preferred stock warrants exercised | 35,529 | |||||
IPO | Redeemable Convertible Preferred Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Outstanding shares | 12,546,805 | |||||
IPO | Common stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Option to purchase | 1,350,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Additional Information) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Line Items] | ||
Deferred offering costs | $ 4,100,000 | |
Cash | 1,500,000 | |
Restricted cash | $ 1,500,000 | $ 1,500,000 |
Restricted Cash, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Unrecognized tax benefits, interest on income taxes expense | $ 0 | |
Unrecognized tax benefits, income tax penalties | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Financial Assets Measure at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of financial assets | $ 99,294 | $ 30,719 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of financial assets | 99,294 | 30,719 |
Cash Equivalents | US Treasury-Backed Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of financial assets | 99,294 | 30,719 |
Cash Equivalents | US Treasury-Backed Money Market Funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of financial assets | $ 99,294 | $ 30,719 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||
May 04, 2022 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Nov. 24, 2020 $ / shares shares | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Warrants term | 10 years | ||||
Warrants exercised, date | May 04, 2022 | ||||
Proceeds from warrant exercises | $ | $ 406,000 | ||||
Warrant liability activity | $ | $ 0 | $ (58,000) | $ 258,000 | ||
Dividend Yield | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Expected dividend yield | 0 | ||||
Series A-2 Convertible Preferred Stock | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Number of warrants purchase granted | shares | 35,529 | ||||
Preferred stock par value | $ / shares | $ 11.42 | ||||
IPO | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Number of warrants purchase granted | shares | 35,529 | ||||
Proceeds from warrant exercises | $ | $ 400,000 | ||||
Class of warrants or rights number of shares converted into common stock | shares | 34,901 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Reconciliation of Warrant Liabilities (Details) - Series A-2 Preferred Stock Warrant Liability - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | $ 168 | $ 226 | $ 30 |
Change in fair value | (58) | 196 | |
Exercise of preferred stock warrants | $ (168) | ||
Ending balance | $ 168 | $ 226 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Cost and Accumulated Depreciation of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,985 | $ 1,066 |
Less: accumulated depreciation | (245) | (430) |
Total property and equipment, net | 2,740 | 636 |
Lab Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,199 | 975 |
Computer and Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 37 | $ 91 |
Construction in Process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 749 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expenses | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.1 |
Lab Equipment | Research and development | ||||
Property, Plant and Equipment [Line Items] | ||||
Loss on disposal of equipment | $ 0.1 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Research and development expenses | $ 3,496 | $ 5,343 |
Employee-related expenses | 1,595 | 1,205 |
Taxes payable | 3,671 | |
Accrued leasehold improvements | 1,217 | |
Other | 918 | 533 |
Total accrued expenses | $ 10,897 | $ 7,081 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) £ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
May 31, 2022 USD ($) | May 31, 2022 EUR (€) | Nov. 30, 2020 | Mar. 31, 2018 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 GBP (£) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Technology License Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Initial upfront payment | $ 100,000 | ||||||||
Additional payments of restatement completion fee and license data fee one | $ 19,000 | ||||||||
Additional payments of restatement completion fee and license data fee two | 19,000 | ||||||||
Aggregate potential milestone payments | $ 100,000 | ||||||||
Term of license agreement | 20 years | 20 years | |||||||
Technology License Agreement | Minimum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sublicensees threshold amount | $ 22,300,000 | £ 20 | |||||||
Technology License Agreement | Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sublicensees threshold amount | 33,500,000 | £ 30 | |||||||
Technology License Agreement | Oxford University Innovation Limited | IPO | |||||||||
Related Party Transaction [Line Items] | |||||||||
Required to pay exit fee amount | 1,400,000 | ||||||||
Technology License Agreement | Oxford University Innovation Limited | IPO | Minimum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of exit fee | 0.50% | 0.50% | |||||||
Technology License Agreement | Oxford University Innovation Limited | IPO | Maximum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of exit fee | 2% | 2% | |||||||
Required to pay exit fee amount | $ 6,200,000 | € 5,000,000 | |||||||
Technology License Agreement | OUI and Affiliates | |||||||||
Related Party Transaction [Line Items] | |||||||||
Rent expense | $ 100,000 | 300,000 | |||||||
Other costs paid | 100,000 | 300,000 | |||||||
Services Agreement [Member] | Carnot Pharma, LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Term of services agreement | 2 years | ||||||||
Services agreement terminate prior notice period | 30 days | ||||||||
Services agreement terminated date | Apr. 15, 2022 | ||||||||
Related party transaction expenses | 100,000 | $ 700,000 | |||||||
Due to related party for service rendered | $ 0 | $ 0 | $ 2,600 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - Massachusetts $ in Millions | 9 Months Ended | |
Sep. 30, 2022 USD ($) | Dec. 31, 2021 ft² | |
Commitments and contingencies [Line Items] | ||
Leased space | ft² | 31,668 | |
Lease term | 110 months | |
Option to extend lease term description | The lease term is for 110 months with one optional renewal period of five years | |
Option to extend lease term | true | |
Renewal period | 5 years | |
Initial monthly lease payments | $ | $ 0.2 | |
Percentage of lease payments increase on annual basis | 3% |
Convertible Preferred Stock a_3
Convertible Preferred Stock and Stockholders' Equity - Additional Information (Details) | 1 Months Ended | 9 Months Ended | |||||
Apr. 29, 2022 | Nov. 24, 2020 $ / shares shares | Jul. 31, 2021 USD ($) $ / shares shares | Nov. 30, 2020 USD ($) Stockholder $ / shares shares | Sep. 30, 2022 USD ($) Vote $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 shares | |
Class of Stock [Line Items] | |||||||
Reverse stock split, description | 1.018 for 1 reverse stock split | ||||||
Reverse stock split, conversion ratio | 0.982 | ||||||
Common stock, shares authorized | 500,000,000 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Cash dividend | $ | $ 0 | $ 0 | |||||
Number of common stock vote | Vote | 1 | ||||||
Series A-2 Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Gross proceeds from issuance of convertible preferred stock | $ | 36,959,000 | ||||||
Preferred stock par value | $ / shares | $ 11.42 | ||||||
Series B Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Gross proceeds from issuance of convertible preferred stock | $ | $ 112,099,000 | ||||||
Undesignated Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock authorized | 10,000,000 | ||||||
Preferred stock par value | $ / shares | $ 0.0001 | ||||||
Stock Purchase Agreement | Series A-2 Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares agreed to issue | 3,939,069 | ||||||
Price per share | $ / shares | $ 11.42 | ||||||
Stock Purchase Agreement | Class A and Class B Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares outstanding | 1,348,693 | ||||||
Stock Purchase Agreement | Series A-1 Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares converted | 1,372,970 | ||||||
Stock Purchase Agreement | Class A Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares outstanding | 1,033,117 | ||||||
Series B Stock Purchase Agreement | Series B Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares agreed to issue | 7,234,766 | ||||||
Price per share | $ / shares | $ 15.55 | ||||||
Gross proceeds from issuance of convertible preferred stock | $ | $ 112,500,000 | ||||||
Stock Restriction Agreements | |||||||
Class of Stock [Line Items] | |||||||
Number of shares became restricted and subject to repurchase | 139,057 | ||||||
Number of founding stockholders entered | Stockholder | 2 | ||||||
Percentage of repurchase rights lapse on one-year anniversary. | 50% | ||||||
Percentage of repurchase rights lapse on second anniversary | 50% | ||||||
Measurement date fair value of shares vested per share | $ / shares | $ 2.37 | ||||||
Measurement date aggregate fair value of shares | $ | $ 300,000 | ||||||
Shares subject to repurchase | 69,529 | 69,529 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Stockholders' Equity - Schedule of Reserved Shares of Common Stock for Issuance, on an As-Converted Basis (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Reserved shares of common stock for issuance | 4,620,097 | 15,006,363 |
Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Reserved shares of common stock for issuance | 12,546,805 | |
Stock Options Issued and Outstanding | ||
Class of Stock [Line Items] | ||
Reserved shares of common stock for issuance | 3,374,557 | 1,898,084 |
Preferred Stock Warrants Issued and Outstanding | ||
Class of Stock [Line Items] | ||
Reserved shares of common stock for issuance | 35,529 | |
Vesting Conditions Placed on Previously Issued Common Shares | ||
Class of Stock [Line Items] | ||
Reserved shares of common stock for issuance | 69,529 | 69,529 |
Authorized for Future Stock Awards or Option Grants | ||
Class of Stock [Line Items] | ||
Reserved shares of common stock for issuance | 950,011 | 456,416 |
Authorized for Future Issuance under Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Reserved shares of common stock for issuance | 226,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted average grant date fair value of options granted | $ / shares | $ 11.70 |
Unrecognized compensation cost related to unvested share options | $ | $ 16.6 |
Expected recognition period of unrecognized compensation cost related to unvested share options | 3 years 2 months 12 days |
2022 Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares authorized and reserved for issuance | 950,011 |
2022 Employee Stock Purchase Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares authorized and reserved for issuance | 226,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Activity (Details) - 2020 Plan and 2022 Plan | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Options Outstanding as of December 31, 2021 | shares | 1,898,084 |
Stock Options, Granted | shares | 1,494,436 |
Stock Options, Canceled/Forfeited | shares | (17,963) |
Stock Options, Outstanding as of September 30, 2022 | shares | 3,374,557 |
Weighted Average Exercise Price, Outstanding as of December 31, 2021 | $ / shares | $ 7.46 |
Weighted Average Exercise Price, Granted | $ / shares | 11.70 |
Weighted average exercise price, canceled/forfeited | $ / shares | 9.46 |
Weighted Average Exercise Price, Outstanding as of September 30, 2022 | $ / shares | $ 9.33 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,361 | $ 348 | $ 3,404 | $ 865 |
Research and development | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 557 | 159 | 1,185 | 199 |
General and administrative | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 804 | $ 189 | $ 2,219 | $ 666 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jan. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes [Line Items] | |||||
Income tax expense | $ 4,420 | ||||
Uncertain tax position | 600 | 600 | |||
Expected market return | 40% | ||||
His Majesty's Revenue and Customs | Accrued Expenses | |||||
Income Taxes [Line Items] | |||||
Income tax liabilities | 4,400 | 4,400 | |||
Uncertain tax position | 700 | 700 | |||
After currency translation amount | $ 3,700 | $ 3,700 |