Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 01, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001835597 | |
Entity Registrant Name | PEPGEN INC. | |
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 | 32,589,702 | |
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 $0.0001 per share | |
Trading Symbol | PEPG | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-41374 | |
Entity Tax Identification Number | 85-3819886 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 321 Harrison Ave. 8th Floor | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02118 | |
City Area Code | 781 | |
Local Phone Number | 797-0979 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 66,085 | $ 80,774 |
Marketable securities | 95,221 | 29,633 |
Prepaid expenses and other current assets | 3,472 | 2,271 |
Total current assets | 164,778 | 112,678 |
Property and equipment, net | 4,236 | 4,764 |
Operating lease right-of-use asset | 22,540 | 23,620 |
Other assets | 1,956 | 1,990 |
Total assets | 193,510 | 143,052 |
Current liabilities: | ||
Accounts payable | 7,741 | 1,005 |
Accrued expenses | 11,317 | 13,522 |
Operating lease liability | 3,049 | 3,004 |
Total current liabilities | 22,107 | 17,531 |
Operating lease liability, net of current portion | 16,363 | 17,100 |
Total liabilities | 38,470 | 34,631 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity (deficit) | ||
Preferred stock | ||
Common stock | 3 | 2 |
Additional paid-in capital | 382,949 | 289,867 |
Accumulated other comprehensive (loss) income | (75) | 34 |
Accumulated deficit | (227,837) | (181,482) |
Total stockholders' equity | 155,040 | 108,421 |
Total liabilities and stockholders' equity | $ 193,510 | $ 143,052 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating Expenses [Abstract] | ||||
Research and development | $ 25,063 | $ 16,926 | $ 39,795 | $ 31,286 |
General and administrative | 5,362 | 4,218 | 10,428 | 7,889 |
Total operating expenses | 30,425 | 21,144 | 50,223 | 39,175 |
Operating loss | (30,425) | (21,144) | (50,223) | (39,175) |
Other income (expense) | ||||
Interest income | 2,121 | 1,684 | 3,856 | 3,476 |
Other (expense) income, net | (31) | (62) | 12 | (142) |
Total other income, net | 2,090 | 1,622 | 3,868 | 3,334 |
Net loss before income tax | (28,335) | (19,522) | (46,355) | (35,841) |
Net loss | $ (28,335) | $ (19,522) | $ (46,355) | $ (35,841) |
Net loss per share, basic | $ (0.87) | $ (0.82) | $ (1.52) | $ (1.51) |
Net loss per share, diluted | $ (0.87) | $ (0.82) | $ (1.52) | $ (1.51) |
Weighted-average common shares outstanding, basic | 32,469,187 | 23,790,430 | 30,562,794 | 23,776,448 |
Weighted-average common shares outstanding, diluted | 32,469,187 | 23,790,430 | 30,562,794 | 23,776,448 |
Other comprehensive (loss) income: | ||||
Cumulative translation adjustment arising during the period | $ (1) | $ 41 | $ (52) | $ 94 |
Unrealized loss on marketable securities | (37) | (57) | ||
Comprehensive loss | $ (28,373) | $ (19,481) | $ (46,464) | $ (35,747) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Public Offering | ATM | Common Stock | Common Stock Public Offering | Common Stock ATM | Additional Paid-in Capital | Additional Paid-in Capital Public Offering | Additional Paid-in Capital ATM | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit |
Beginning Balance at Dec. 31, 2022 | $ 179,631 | $ 2 | $ 282,566 | $ (81) | $ (102,856) | ||||||
Beginning Balance, shares at Dec. 31, 2022 | 23,713,196 | ||||||||||
Exercise of stock options , Shares | 68,709 | ||||||||||
Stock-based compensation expense | 1,348 | 1,348 | |||||||||
Cumulative translation adjustment arising during the period | 53 | 53 | |||||||||
Exercise of Stock Options | 130 | 130 | |||||||||
Net loss | (16,319) | (16,319) | |||||||||
Foreign currency translation adjustment | 53 | 53 | |||||||||
Ending Balance at Mar. 31, 2023 | 164,843 | $ 2 | 284,044 | (28) | (119,175) | ||||||
Ending Balance, shares at Mar. 31, 2023 | 23,781,905 | ||||||||||
Beginning Balance at Dec. 31, 2022 | 179,631 | $ 2 | 282,566 | (81) | (102,856) | ||||||
Beginning Balance, shares at Dec. 31, 2022 | 23,713,196 | ||||||||||
Net loss | (35,841) | ||||||||||
Ending Balance at Jun. 30, 2023 | 147,284 | $ 2 | 285,966 | 13 | (138,697) | ||||||
Ending Balance, shares at Jun. 30, 2023 | 23,813,547 | ||||||||||
Beginning Balance at Mar. 31, 2023 | 164,843 | $ 2 | 284,044 | (28) | (119,175) | ||||||
Beginning Balance, shares at Mar. 31, 2023 | 23,781,905 | ||||||||||
Exercise of stock options , Shares | 31,642 | ||||||||||
Stock-based compensation expense | 1,837 | 1,837 | |||||||||
Cumulative translation adjustment arising during the period | 41 | 41 | |||||||||
Exercise of Stock Options | 85 | 85 | |||||||||
Net loss | (19,522) | (19,522) | |||||||||
Foreign currency translation adjustment | 41 | 41 | |||||||||
Ending Balance at Jun. 30, 2023 | 147,284 | $ 2 | 285,966 | 13 | (138,697) | ||||||
Ending Balance, shares at Jun. 30, 2023 | 23,813,547 | ||||||||||
Beginning Balance at Dec. 31, 2023 | 108,421 | $ 2 | 289,867 | 34 | (181,482) | ||||||
Beginning Balance, shares at Dec. 31, 2023 | 23,823,241 | ||||||||||
Exercise of stock options , Shares | 36,194 | ||||||||||
Stock-based compensation expense | 2,022 | 2,022 | |||||||||
Unrealized loss on marketable securities | (20) | (20) | |||||||||
Cumulative translation adjustment arising during the period | (51) | (51) | |||||||||
Issuance of common stock | $ 76,352 | $ 9,900 | $ 1 | $ 76,351 | $ 9,900 | ||||||
Issuance of common stock, Shares | 7,530,000 | 1,000,000 | |||||||||
Exercise of Stock Options | 395 | 395 | |||||||||
Net loss | (18,020) | (18,020) | |||||||||
Foreign currency translation adjustment | (51) | (51) | |||||||||
Ending Balance at Mar. 31, 2024 | 178,999 | $ 3 | 378,535 | (37) | (199,502) | ||||||
Ending Balance, shares at Mar. 31, 2024 | 32,389,435 | ||||||||||
Beginning Balance at Dec. 31, 2023 | 108,421 | $ 2 | 289,867 | 34 | (181,482) | ||||||
Beginning Balance, shares at Dec. 31, 2023 | 23,823,241 | ||||||||||
Net loss | (46,355) | ||||||||||
Ending Balance at Jun. 30, 2024 | 155,040 | $ 3 | 382,949 | (75) | (227,837) | ||||||
Ending Balance, shares at Jun. 30, 2024 | 32,550,403 | ||||||||||
Beginning Balance at Mar. 31, 2024 | 178,999 | $ 3 | 378,535 | (37) | (199,502) | ||||||
Beginning Balance, shares at Mar. 31, 2024 | 32,389,435 | ||||||||||
Exercise of stock options , Shares | 128,354 | ||||||||||
Issuance of stock under the employee stock purchase plan (in shares) | 32,614 | ||||||||||
Stock-based compensation expense | 2,862 | 2,862 | |||||||||
Unrealized loss on marketable securities | (37) | (37) | |||||||||
Cumulative translation adjustment arising during the period | (1) | (1) | |||||||||
Exercise of Stock Options | 1,403 | 1,403 | |||||||||
Issuance of stock under the employee stock purchase plan | 149 | 149 | |||||||||
Net loss | (28,335) | (28,335) | |||||||||
Foreign currency translation adjustment | (1) | (1) | |||||||||
Ending Balance at Jun. 30, 2024 | $ 155,040 | $ 3 | $ 382,949 | $ (75) | $ (227,837) | ||||||
Ending Balance, shares at Jun. 30, 2024 | 32,550,403 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(UNAUDITED) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Public Offering | |
Net of issuance costs | $ 3,730 |
ATM | |
Net of issuance costs | $ 100 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||||
Net loss | $ (28,335) | $ (19,522) | $ (46,355) | $ (35,841) |
Adjustments to reconcile net loss to cash used in operating activities: | ||||
Depreciation | 746 | 481 | ||
Stock-based compensation expense | 4,884 | 3,185 | ||
Amortization and interest accretion related to operating lease | 1,874 | (117) | ||
Amortization of premium and discounts on marketable securities, net | (1,692) | |||
Other non-cash adjustments | 20 | |||
Changes in operating assets and liabilities: | ||||
Prepaids and other current and non-current assets | (1,201) | 817 | ||
Accounts payable | 6,590 | 302 | ||
Accrued expenses and other non-current liabilities | (2,263) | (451) | ||
Operating lease liabilities, current and non-current | (1,488) | (1,265) | ||
Net cash used in operating activities | (38,885) | (32,889) | ||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (84) | (2,190) | ||
Purchases of marketable securities | (93,952) | |||
Maturities of marketable securities | 30,000 | |||
Net cash used in investing activities | (64,036) | (2,190) | ||
Cash flows from financing activities: | ||||
Issuance of common stock upon initial public offering, net of underwriters' fees | 76,878 | |||
Payment of offering costs | (431) | 104 | ||
Issuance of common stock from At-the-Market Sales Agreement, net of underwriters' fees | 9,900 | |||
Proceeds from employee equity plans | 1,947 | 215 | ||
Net cash provided by financing activities | 88,294 | 111 | ||
Effect of exchange rate changes on cash | (62) | 318 | ||
Net decrease in cash, cash equivalents and restricted cash | (14,689) | (34,650) | ||
Cash, cash equivalents and restricted cash at beginning of period | 82,322 | 183,225 | ||
Cash, cash equivalents and restricted cash at end of period | 67,633 | 148,575 | 67,633 | 148,575 |
Components of cash, cash equivalents and restricted cash | ||||
Cash and cash equivalents | 66,085 | 147,027 | 66,085 | 147,027 |
Restricted Cash | 1,548 | 1,548 | 1,548 | 1,548 |
Total cash, cash equivalents and restricted cash at end of period | $ 67,633 | $ 148,575 | 67,633 | 148,575 |
Supplemental noncash investing and financing activities | ||||
Property and equipment included in accounts payable and accrued expenses | 155 | 208 | ||
Deferred offering costs in accounts payable and accrued expenses | 62 | $ 42 | ||
Cash paid for taxes | $ 71 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (28,335) | $ (18,020) | $ (19,522) | $ (16,319) | $ (46,355) | $ (35,841) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of B usiness and Basis of Presentation PepGen Inc., hereinafter referred to as PepGen or the Company, is a clinical-stage biotechnology company advancing the next generation of oligonucleotide therapeutics with the goal of transforming the treatment of severe neuromuscular and neurologic diseases. The Company's principal offices are located in Boston, Massachusetts. The Company was initially formed as PepGen Limited on January 25, 2018, in the United Kingdom, or the U.K. On November 9, 2020, PepGen Limited completed a corporate reorganization, or the Reorganization. As part of the Reorganization, PepGen Limited formed PepGen, a Delaware corporation with nominal assets and liabilities, for the purpose of consummating the Reorganization. In connection with the Reorganization, the existing stockholders of PepGen Limited exchanged each of its classes of shares of PepGen Limited for the same number and class of common stock of PepGen on a one-to-one basis. The newly issued stock of PepGen had substantially identical rights to the exchanged shares of PepGen Limited. As a result of the exchange, PepGen became the sole stockholder of PepGen Limited. Upon the completion of the Reorganization on November 23, 2020, the historical financial statements of PepGen Limited became the historical financial statements of PepGen as the Reorganization was deemed to be between entities under common control. 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 June 30, 2024, the Company had an accumulated deficit of $ 227.8 million. To date, the Company has funded operations primarily through private placements of convertible preferred stock, the sale of shares of common stock in its initial public offering, or IPO, the sale of shares of common stock under its At-the-Market Equity Offering Sales Agreement, or Sales Agreement, with Stifel, Nicolaus & Company, Incorporated, or Stifel, and through the sale of shares of common stock in a follow-on offering, referred to as the Follow-on Offering. As of June 30, 2024, the Company had cash, cash equivalents, and marketable securities of $ 161.3 million. The Company believes that its cash, cash equivalents, and marketable securities as of June 30, 2024, will be sufficient to fund its currently planned operations for at least the next 12 months from the issuance of these unaudited condensed consolidated financial statements. The Company filed a shelf registration statement on Form S-3 with the United States Securities and Exchange Commission, or SEC, which covers the offering, issuance and sale of an amount up to $ 300.0 million in the aggregate of shares of common stock, preferred stock, debt securities, warrants, and/or units or any combination thereof, which was declared effective on June 16, 2023. On August 8, 2023, the Company filed a prospectus supplement and entered into the Sales Agreement with Stifel, as sales agent, which provides for the issuance and sale by the Company of up to $ 100.0 million of shares of common stock from time to time in “at-the-market” offerings. The sales agent is entitled to receive a commission of up to 3.0 % of gross proceeds from sales under the Sales Agreement. On February 5, 2024, the Company sold 1,000,000 shares of common stock at a price of $ 10.00 per share under the Sales Agreement, resulting in net proceeds of $ 9.9 million. On February 9, 2024, the Company sold 7,530,000 shares of common stock in the Follow-on Offering, pursuant to an underwriting agreement with Leerink Partners LLC dated as of February 6, 2024, at a price of $ 10.635 per share resulting in net proceeds of $ 76.4 million after deducting underwriting fees and offering costs of $ 3.7 million. Net proceeds from sales under the Sales Agreement and Follow-on Offering, after deducting underwriters' fees and costs, were $ 86.3 million. On June 28, 2024, the Company filed a second shelf registration statement on Form S-3 with the SEC, which covers the offering, issuance and sale of an amount up to $ 250.0 million in the aggregate of shares of common stock, preferred stock, debt securities, warrants, and/or units or any combination thereof, which was declared effective on July 8, 2024. 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, or GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification and Accounting Standards Update of the Financial Accounting Standards Board. 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 June 30, 2024, and results of operations for the interim periods ended June 30, 2024 and June 30, 2023. 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, 2023 and 2022, and the notes thereto, included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 6, 2024, or Form 10-K, as amended by the Form 10-K/A filed on March 29, 2024. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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 year ended December 31, 2023 included in the Form 10-K. Since the date of those financial statements, there have been no changes to the Company’s significant accounting policies. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and money market accounts. As of June 30, 2024, the Company’s cash and money market accounts were held by three financial institutions in the United States, or U.S., and one financial institution in the United Kingdom, or U.K. At times, the Company’s deposits held in the U.S. and U.K. may exceed the respective insured limits of the Federal Depository Insurance Corporation and Financial Services Compensation Scheme. Deferred Offering Costs The Company capitalizes within other long-term assets certain legal, accounting, and other third-party fees that are directly related to the Company’s shelf registration statements and in-process equity financings, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received from the offering. Should a planned equity financing be abandoned, terminated, or significantly delayed, the deferred offering costs are written off to operating expenses. As of June 30, 2024, deferred offering costs of $ 0.4 million were recorded within other assets on the condensed consolidated balance sheets related to the Company’s shelf registration statement on Form S-3 filed with the SEC on June 2, 2023, the Prospectus Supplement filed on August 8, 2023, and the Company’s shelf registration statement on Form S-3 filed with the SEC on June 28, 2024. 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 June 30, 2024 and December 31, 2023, the Company had $ 1.5 million of restricted cash classified in other assets on the unaudited condensed consolidated balance sheets. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following tables present information about the Company’s financial assets that have been measured at fair value as of June 30, 2024 and December 31, 2023, 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. The following tables set forth marketable securities as of June 30, 2024 and December 31, 2023 (in thousands): As of June 30, 2024 Amortized Cost Unrealized Gains Unrealized Losses Total U.S. Treasury notes 95,278 — ( 57 ) 95,221 Total $ 95,278 $ — $ ( 57 ) $ 95,221 As of December 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Total U.S. Treasury notes 29,622 11 — 29,633 Total $ 29,622 $ 11 $ — $ 29,633 The following tables set forth the fair value of the Company’s financial assets measured at fair value on a recurring basis and indicate the level within the fair value hierarchy utilized to determine such values as of June 30, 2024 and December 31, 2023 (in thousands): As of June 30, 2024 Total Level 1 Level 2 Level 3 Cash Equivalents: U.S. Treasury-backed money market funds $ 63,116 $ 63,116 $ — $ — U.S. Treasury notes — — — — Marketable Securities: U.S. Treasury notes 95,221 95,221 — — Total $ 158,337 $ 158,337 $ — $ — As of December 31, 2023 Total Level 1 Level 2 Level 3 Cash Equivalents: U.S. Treasury-backed money market funds $ 64,397 $ 64,397 $ — $ — U.S. Treasury notes 11,980 11,980 — — Marketable Securities: U.S. Treasury notes 29,633 29,633 — — Total $ 106,010 $ 106,010 $ — $ — 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. These money market funds are classified on the balance sheet under cash and cash equivalents. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
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): June 30, December 31, Lab equipment $ 4,898 $ 4,821 Computer and office equipment 1,557 1,446 Construction in process 92 69 Total property and equipment 6,547 6,336 Less: accumulated depreciation ( 2,311 ) ( 1,572 ) Total property and equipment, net $ 4,236 $ 4,764 Depreciation expense was $ 0.4 million and $ 0.3 million for the three months ended June 30, 2024 and June 30, 2023, respectively. Depreciation expense was $ 0.7 million and $ 0.5 million for the six months ended June 30, 2024 and June 30, 2023, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, December 31, Research and development expenses $ 7,426 $ 9,521 Employee-related expenses 2,070 2,368 Professional services 877 715 Other 944 918 Total accrued expenses $ 11,317 $ 13,522 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions Technology License Agreement with Oxford University Innovation Limited In March 2018, the Company, Oxford University Innovation Limited, or 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, which was subsequently amended in December 2018, further amended and restated in November 2020, and further amended in February 2022, or the License Agreement. The Licensors and affiliates held shares of Series A-1 and Series A-2 preferred stock, Series B preferred stock and Class A 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 the 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, as well as a Restatement Completion Fee and a License Data Fee (each as defined in the License Agreement) in 2020 totaling $ 0.1 million. The Company could be required to make milestone payments to the Licensors upon achievement 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 in excess of a threshold amount between £ 20 million and £ 30 million ($ 25.3 million and $ 37.9 million as of June 30, 2024), 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 license agreement. Upon completion of the IPO, the Company became obligated to pay OUI an exit fee between 0.5 % to 2 % of the value determined in an acquisition or initial public offering, not to exceed £ 5 million ($ 6.2 million as of the IPO date). The exit fee due to OUI, based on the proceeds of the IPO, was $ 1.4 million, which was paid during the second quarter of 2022 and included in research and development expense on the condensed consolidated statement of operations. One member of the Company’s board of directors, Dr. Christopher Ashton, is also employed by Oxford Science Enterprises, or OSE, which is an affiliate of OUI. As of June 30, 2024, OSE owned 14.6 % of the Company’s outstanding common stock. Pursuant to the terms of Dr. Ashton's employment agreement with OSE, he is obligated to transfer any cash compensation from the Company to OSE. Fees paid in cash for Dr. Ashton's service on the Company's board of directors are paid directly to OSE and are included within general and administrative expense on the unaudited consolidated statement of operations. The Company paid $ 11,875 for the three months ended June 30, 2024 and 2023 and $ 23,750 for the six months ended June 30, 2024 and 2023 to OSE as compensation for Dr. Ashton's service on the board of directors. RA Capital Management, L.P. Entities affiliated with RA Capital Management, L.P., or RA Capital, purchased common stock in the Company’s IPO in May 2022 and the Company’s Follow-on Offering in February 2024. As of June 30, 2024, entities affiliated with RA Capital owned 32.9 % of the Company’s outstanding common stock. Two members of the Company’s board of directors, Dr. Joshua Resnick and Habib Dable, are affiliated with RA Capital. Pursuant to the governing legal documents of RA Capital, Dr. Resnick is obligated to transfer any cash compensation from the Company to RA Capital. Fees paid in cash for Dr. Resnick's service on the Company's board of directors were paid directly to RA Capital and are included within general and administrative expense on the unaudited consolidated statement of operations. The Company paid $ 10,750 for the three months ended June 30, 2024 and 2023 and $ 21,500 for the six months ended June 30, 2024 and 2023 to RA Capital for Dr. Resnick’s service on the board of directors. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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. 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 June 30, 2024. 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. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Under the Third Amended and Restated Certificate of Incorporation, dated May 10, 2022, as amended on June 20, 2024, as currently in effect, 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 were declared by the board of directors during the three or six months ended June 30, 2024 and June 30, 2023. The Company has reserved shares of common stock for issuance, on an as-converted basis, as follows: June 30, December 31, Stock options issued and outstanding 5,278,975 4,233,203 Unvested restricted stock and performance stock units 103,740 — Authorized for future stock awards or option grants 968,289 1,091,187 Authorized for future issuance under employee stock purchase plan 421,924 216,306 Total 6,772,928 5,540,696 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation The Company maintains three equity compensation plans; the 2020 Stock Plan, or the 2020 Plan, the 2022 Stock Option and Incentive Plan, or the 2022 Plan, and the 2022 Employee Stock Purchase Plan, or the ESPP. As of the Company's IPO in May 2022, the Company's board of directors determined that no further awards would be made under the 2020 Plan. The number of shares of common stock that may be issued under the 2022 Plan is subject to increase by the number of shares under any outstanding stock options forfeited and not exercised under the 2020 Plan. Additionally, the number of shares reserved for issuance under the 2022 Plan automatically increases on the first day of each fiscal year in an amount equal to the lower of (1) 5 % of the shares of common stock outstanding on such date and (2) an amount determined by the Company’s board of directors. The 2022 Plan allows the board of directors to grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, cash-based awards, and dividend equivalent rights to the Company’s officers, employees, directors and other key persons. As of June 30, 2024, 968,289 shares remained available for grant under the 2022 Plan and 421,924 shares remained available for issuance under the ESPP. Stock Option Activity Stock option activity under the 2020 Plan and the 2022 Plan, is as follows: Stock Weighted-Average Outstanding as of December 31, 2023 4,233,203 $ 10.83 Granted 1,474,417 $ 15.68 Exercised ( 164,548 ) $ 10.93 Canceled/Forfeited ( 264,097 ) $ 12.98 Outstanding as of June 30, 2024 5,278,975 $ 12.07 The weighted-average grant date fair value of options granted during the six months ended June 30, 2024 was $ 11.24 per share. The Company had 5,278,975 unvested stock options outstanding as of June 30, 2024. As of June 30, 2024, total unrecognized compensation cost related to stock options was $ 31.3 million. This amount is expected to be recognized over a weighted average period of approximately 2.68 years. Restricted Stock Units A restricted stock unit, or RSU, represents the right to receive one share of common stock upon vesting of the RSU. In February 2024, the Company granted employees a one-time RSU award that vests fully on the one-year anniversary of the grant date, provided that the employee remains employed with the Company. Certain employees, including employees who are executive officers of the Company, received a one-time RSU award that vests upon the achievement of certain performance-based clinical development milestones, or PSUs. Such awards cannot vest in less than one year, regardless of when the performance milestone is achieved. The Company’s chief executive officer did not receive any RSU or PSU awards. A summary of the Company’s RSU and PSU activity and related information for the six months ended June 30, 2024 is as follows: Time-based RSUs PSUs Weighted-Average Outstanding as of December 31, 2023 — — $ — Granted 77,645 28,555 10.64 Vested — — — Forfeited ( 2,460 ) — 10.64 Issued and unvested as of June 30, 2024 75,185 28,555 $ 10.64 The weighted average grant date fair value of the time-based RSUs and the PSUs granted during the six months ended June 30, 2024 was $ 10.64 . As of June 30, 2024, there was $ 0.5 million of unrecognized compensation costs related to unvested time-based RSUs, which are expected to be recognized over a weighted-average period of 0.6 years, and $ 0.3 million of unrecognized compensation costs related to unvested PSUs, which are dependent upon achievement of the aforementioned clinical development milestones. Stock-Based Compensation Expense Stock-based compensation expense associated with stock options, RSUs, PSUs, and the Company’s ESPP included in the accompanying condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Research and development $ 1,269 $ 782 $ 2,014 $ 1,382 General and administrative 1,593 1,055 2,870 1,803 Total stock-based compensation expense $ 2,862 $ 1,837 $ 4,884 $ 3,185 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company recorded income tax expense of nil for the three months ended June 30, 2024 and 2023 and for the six months ended June 30, 2024 and 2023. On January 1, 2022, or the Transfer Date, the Company’s wholly owned subsidiary, PepGen Limited, transferred all intellectual property, or IP, assets to the parent company, PepGen, 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 assumptions used in the estimation of the IP assets represent level 3 inputs of the fair value hierarchy. The transfer of the IP assets resulted in an estimated tax charge during 2022 to His Majesty’s Revenue & Customs, or HMRC, after considering net operating loss carryforwards, of $ 4.4 million, inclusive of the $ 0.7 million uncertain tax position. The Company paid amounts owed to HMRC in September 2023. 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 June 30, 2024, the Company maintains the liability for the uncertain tax position related to the IP transfer of $ 0.7 million, which is accounted for in accrued expenses on the condensed consolidated balance sheet. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and money market accounts. As of June 30, 2024, the Company’s cash and money market accounts were held by three financial institutions in the United States, or U.S., and one financial institution in the United Kingdom, or U.K. At times, the Company’s deposits held in the U.S. and U.K. may exceed the respective insured limits of the Federal Depository Insurance Corporation and Financial Services Compensation Scheme. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes within other long-term assets certain legal, accounting, and other third-party fees that are directly related to the Company’s shelf registration statements and in-process equity financings, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received from the offering. Should a planned equity financing be abandoned, terminated, or significantly delayed, the deferred offering costs are written off to operating expenses. As of June 30, 2024, deferred offering costs of $ 0.4 million were recorded within other assets on the condensed consolidated balance sheets related to the Company’s shelf registration statement on Form S-3 filed with the SEC on June 2, 2023, the Prospectus Supplement filed on August 8, 2023, and the Company’s shelf registration statement on Form S-3 filed with the SEC on June 28, 2024. |
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 June 30, 2024 and December 31, 2023, the Company had $ 1.5 million of restricted cash classified in other assets on the unaudited condensed consolidated balance sheets. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of Marketable Securities | The following tables set forth marketable securities as of June 30, 2024 and December 31, 2023 (in thousands): As of June 30, 2024 Amortized Cost Unrealized Gains Unrealized Losses Total U.S. Treasury notes 95,278 — ( 57 ) 95,221 Total $ 95,278 $ — $ ( 57 ) $ 95,221 As of December 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Total U.S. Treasury notes 29,622 11 — 29,633 Total $ 29,622 $ 11 $ — $ 29,633 |
Summary of Fair Value of Financial Assets Measured at Fair Value on Recurring Basis | The following tables set forth the fair value of the Company’s financial assets measured at fair value on a recurring basis and indicate the level within the fair value hierarchy utilized to determine such values as of June 30, 2024 and December 31, 2023 (in thousands): As of June 30, 2024 Total Level 1 Level 2 Level 3 Cash Equivalents: U.S. Treasury-backed money market funds $ 63,116 $ 63,116 $ — $ — U.S. Treasury notes — — — — Marketable Securities: U.S. Treasury notes 95,221 95,221 — — Total $ 158,337 $ 158,337 $ — $ — As of December 31, 2023 Total Level 1 Level 2 Level 3 Cash Equivalents: U.S. Treasury-backed money market funds $ 64,397 $ 64,397 $ — $ — U.S. Treasury notes 11,980 11,980 — — Marketable Securities: U.S. Treasury notes 29,633 29,633 — — Total $ 106,010 $ 106,010 $ — $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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): June 30, December 31, Lab equipment $ 4,898 $ 4,821 Computer and office equipment 1,557 1,446 Construction in process 92 69 Total property and equipment 6,547 6,336 Less: accumulated depreciation ( 2,311 ) ( 1,572 ) Total property and equipment, net $ 4,236 $ 4,764 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): June 30, December 31, Research and development expenses $ 7,426 $ 9,521 Employee-related expenses 2,070 2,368 Professional services 877 715 Other 944 918 Total accrued expenses $ 11,317 $ 13,522 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock for Issuance, on an As-Converted Basis | The Company has reserved shares of common stock for issuance, on an as-converted basis, as follows: June 30, December 31, Stock options issued and outstanding 5,278,975 4,233,203 Unvested restricted stock and performance stock units 103,740 — Authorized for future stock awards or option grants 968,289 1,091,187 Authorized for future issuance under employee stock purchase plan 421,924 216,306 Total 6,772,928 5,540,696 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Options Activity | Stock option activity under the 2020 Plan and the 2022 Plan, is as follows: Stock Weighted-Average Outstanding as of December 31, 2023 4,233,203 $ 10.83 Granted 1,474,417 $ 15.68 Exercised ( 164,548 ) $ 10.93 Canceled/Forfeited ( 264,097 ) $ 12.98 Outstanding as of June 30, 2024 5,278,975 $ 12.07 |
Summary of Restricted Stock Units | A summary of the Company’s RSU and PSU activity and related information for the six months ended June 30, 2024 is as follows: Time-based RSUs PSUs Weighted-Average Outstanding as of December 31, 2023 — — $ — Granted 77,645 28,555 10.64 Vested — — — Forfeited ( 2,460 ) — 10.64 Issued and unvested as of June 30, 2024 75,185 28,555 $ 10.64 |
Summary of Stock-based Compensation Expense | Stock-based compensation expense associated with stock options, RSUs, PSUs, and the Company’s ESPP included in the accompanying condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Research and development $ 1,269 $ 782 $ 2,014 $ 1,382 General and administrative 1,593 1,055 2,870 1,803 Total stock-based compensation expense $ 2,862 $ 1,837 $ 4,884 $ 3,185 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Jun. 28, 2024 | Feb. 09, 2024 | Feb. 05, 2024 | Aug. 08, 2023 | Jun. 16, 2023 | Mar. 31, 2024 | Jun. 30, 2024 | Feb. 06, 2024 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Cash, cash equivalents and marketable securities | $ 161,300 | ||||||||
Accumulated deficit | 227,837 | $ 181,482 | |||||||
Net proceeds issuance or sale of equity | $ 300,000 | ||||||||
Issuance and sale of shares of common stock | $ 9,900 | ||||||||
Maximum | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Net proceeds issuance or sale of equity | $ 250,000 | ||||||||
IPO | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Underwriter's fees and offering costs | $ 3,730 | ||||||||
IPO | Common stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares sold | 7,530,000 | ||||||||
Follow-on Offering | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Underwriter's fees and offering costs | $ 3,700 | ||||||||
Public offering price per share | $ 10.635 | ||||||||
Net proceeds issuance or sale of equity | $ 76,400 | ||||||||
Follow-on Offering | Common stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares sold | 7,530,000 | ||||||||
Shares Sales agreement and Follow-on Offering | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Net proceeds issuance or sale of equity | $ 86,300 | ||||||||
Shares sales agreement | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Public offering price per share | $ 10 | ||||||||
Net proceeds issuance or sale of equity | $ 9,900 | ||||||||
Shares sales agreement | Common stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares sold | 1,000,000 | ||||||||
At-the-Market Equity Offering Sales Agreement | Stifel, Nicolaus & Company | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Issuance and sale of shares of common stock | $ 100,000 | ||||||||
Commission to sales agent for gross proceeds from sales | 3% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information) (Details) - USD ($) | 6 Months Ended | ||
Jun. 16, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Line Items] | |||
Deferred offering costs | $ 400,000 | ||
Net proceeds issuance or sale of equity | $ 300,000,000 | ||
Unrecognized tax benefits, interest on income taxes expense | 0 | ||
Unrecognized tax benefits, income tax penalties | 0 | ||
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 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Amortized Cost | $ 95,278 | $ 29,622 |
Unrealized Gains | 11 | |
Unrealized Losses | (57) | |
Total | 95,221 | 29,633 |
US Treasury-Backed Money Market Funds | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Amortized Cost | 95,278 | 29,622 |
Unrealized Gains | 11 | |
Unrealized Losses | (57) | |
Total | $ 95,221 | $ 29,633 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value of Financial Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of financial assets | $ 158,337 | $ 106,010 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of financial assets | 158,337 | 106,010 |
US Treasury-Backed Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 63,116 | 64,397 |
US Treasury-Backed Money Market Funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 63,116 | 64,397 |
U.S. Treasury Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 11,980 | |
Marketable Securities | 95,221 | 29,633 |
U.S. Treasury Notes | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 11,980 | |
Marketable Securities | $ 95,221 | $ 29,633 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Cost and Accumulated Depreciation of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 6,547 | $ 6,336 |
Less: accumulated depreciation | (2,311) | (1,572) |
Total property and equipment, net | 4,236 | 4,764 |
Lab Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,898 | 4,821 |
Computer and Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,557 | 1,446 |
Construction in Process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 92 | $ 69 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expenses | $ 0.4 | $ 0.3 | $ 0.7 | $ 0.5 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accrued Liabilities, Current [Abstract] | ||
Research and development expenses | $ 7,426 | $ 9,521 |
Employee-related expenses | 2,070 | 2,368 |
Professional services | 877 | 715 |
Other | 944 | 918 |
Total accrued expenses | $ 11,317 | $ 13,522 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) £ in Millions | 3 Months Ended | 6 Months Ended | ||||||
May 31, 2022 USD ($) | May 31, 2022 GBP (£) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 GBP (£) | Jun. 30, 2023 USD ($) | |
RA Capital Management, L.P | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of holding in outstanding common stock | 32.90% | 32.90% | 32.90% | |||||
Rent expense | $ 10,750 | $ 10,750 | $ 21,500 | $ 21,500 | ||||
Oxford University Innovation Limited | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of holding in outstanding common stock | 14.60% | 14.60% | 14.60% | |||||
Rent expense | $ 11,875 | $ 11,875 | $ 23,750 | $ 23,750 | ||||
Technology License Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Additional payments of restatement completion fee and license data fee | 100,000 | |||||||
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 | $ 37,900,000 | £ 20 | ||||||
Technology License Agreement | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sublicensees threshold amount | $ 25,300,000 | £ 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 | Minimum | IPO | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of exit fee | 0.50% | 0.50% | ||||||
Technology License Agreement | Oxford University Innovation Limited | Maximum | IPO | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of exit fee | 2% | 2% | ||||||
Required to pay exit fee amount | $ 6,200,000 | £ 5 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 6 Months Ended | |
Jun. 30, 2024 USD ($) Vote $ / shares shares | Jun. 30, 2023 USD ($) | |
Class of Stock [Line Items] | ||
Common stock, shares authorized | shares | 500,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | |
Cash dividend | $ | $ 0 | $ 0 |
Number of Common Stock Vote | Vote | 1 | |
Undesignated Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred stock authorized | shares | 10,000,000 | |
Preferred stock par value | $ / shares | $ 0.0001 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Reserved Shares of Common Stock for Issuance, on an As-Converted Basis (Details) - shares | Jun. 30, 2024 | Dec. 31, 2023 |
Class of Stock [Line Items] | ||
Reserved shares of common stock for issuance | 6,772,928 | 5,540,696 |
Stock Options Issued and Outstanding | ||
Class of Stock [Line Items] | ||
Reserved shares of common stock for issuance | 5,278,975 | 4,233,203 |
Unvested Restricted Stock and Performance Stock Units | ||
Class of Stock [Line Items] | ||
Reserved shares of common stock for issuance | 103,740 | |
Authorized for Future Stock Awards or Option Grants | ||
Class of Stock [Line Items] | ||
Reserved shares of common stock for issuance | 968,289 | 1,091,187 |
Authorized for Future Issuance under Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Reserved shares of common stock for issuance | 421,924 | 216,306 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding unvested stock options | $ 5,278,975 |
Expected recognition period of unrecognized compensation cost related to unvested share options | 2 years 8 months 4 days |
Unrecognized compensation cost related to unvested share options | $ 31,300 |
Employee Stock Option | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted average grant date fair value of options granted | $ / shares | $ 11.24 |
Time Based RSU | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized compensation costs related to unvested RSUs | $ 500 |
Expected recognition period of unrecognized compensation cost related to unvested share options | 7 months 6 days |
PSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized compensation cost related to unvested share options | $ 300 |
Restricted Stock Units | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 10.64 |
2022 Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Common stock outstanding percentage | 5% |
Shares remaining available for issuance | shares | 968,289 |
2022 Employee Stock Purchase Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares authorized and reserved for issuance | shares | 421,924 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Activity (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Options Outstanding as of December 31, 2023 | shares | 4,233,203 |
Stock Options, Granted | shares | 1,474,417 |
Exercise of stock options, Shares | shares | (164,548) |
Stock Options, Canceled/Forfeited | shares | (264,097) |
Stock Options, Outstanding as of June 30, 2024 | shares | 5,278,975 |
Weighted Average Exercise Price, Outstanding as of December 31, 2023 | $ / shares | $ 10.83 |
Weighted Average Exercise Price, Granted | $ / shares | 15.68 |
Weighted average exercise price, exercised | $ / shares | 10.93 |
Weighted average exercise price, canceled/forfeited | $ / shares | 12.98 |
Weighted Average Exercise Price, Outstanding as of June 30, 2024 | $ / shares | $ 12.07 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summaey of Restricted Stock Units (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Restricted Stock Units | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 10.64 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 10.64 |
Weighted Average Grant Date Fair Value, Issued and unvested | $ / shares | $ 10.64 |
Time Based RSU | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares, Granted | 77,645 |
Number of Shares, Forfeited | (2,460) |
Number of Shares, Issued and unvested | 75,185 |
PSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares, Granted | 28,555 |
Number of Shares, Issued and unvested | 28,555 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 2,862 | $ 1,837 | $ 4,884 | $ 3,185 |
Research and development | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,269 | 782 | 2,014 | 1,382 |
General and administrative | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,593 | $ 1,055 | $ 2,870 | $ 1,803 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jan. 01, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2022 | |
Income Taxes [Line Items] | ||||||
Income tax expense | ||||||
Uncertain tax position | $ 0.7 | $ 0.7 | ||||
Expected market return | 40% | |||||
Her Majesty's Revenue and Customs | Accrued Expenses | ||||||
Income Taxes [Line Items] | ||||||
Income tax liabilities | $ 4.4 | |||||
Uncertain tax position | $ 0.7 |