Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 03, 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 | VERVE THERAPEUTICS, INC. | |
Entity Central Index Key | 0001840574 | |
Trading Symbol | VERV | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 61,603,788 | |
Entity Interactive Data Current | Yes | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Entity File Number | 001-40489 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-4800132 | |
Entity Address, Address Line One | 201 Brookline Avenue, Suite 601 | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02215 | |
City Area Code | 617 | |
Local Phone Number | 603-0070 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 277,019 | $ 64,330 |
Marketable securities | 273,691 | 296,112 |
Collaboration receivable | 929 | 0 |
Prepaid expenses and other current assets | 9,991 | 6,686 |
Total current assets | 561,630 | 367,128 |
Property and equipment, net | 15,159 | 7,224 |
Restricted cash | 4,824 | 5,237 |
Operating lease right-of-use assets | 91,332 | 1,839 |
Other long term assets | 410 | 2,696 |
Total assets | 673,355 | 384,124 |
Current liabilities: | ||
Accounts payable | 465 | 7,077 |
Accrued expenses | 19,649 | 12,992 |
Lease liability, current portion | 8,904 | 1,955 |
Total current liabilities | 29,018 | 22,024 |
Long-term lease liability | 71,011 | 0 |
Success Payment Liability | 5,062 | 4,371 |
Deferred revenue non-current | 20,014 | 0 |
Other long term liabilities | 307 | 377 |
Total liabilities | 125,412 | 26,772 |
Commitments and contingencies (See Note 7 and Note 8) | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding at September 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.001 par value; 200,000,000 shares authorized, 60,443,175 and 48,511,735 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 61 | 49 |
Additional paid-in capital | 851,954 | 544,381 |
Accumulated other comprehensive loss | (920) | (228) |
Accumulated deficit | (303,152) | (186,850) |
Total stockholders equity | 547,943 | 357,352 |
Total liabilities and stockholders' equity | $ 673,355 | $ 384,124 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock fair value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 60,443,175 | 48,511,735 |
Common Stock, Shares, Outstanding | 60,443,175 | 48,511,735 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Collaboration Revenue | $ 929 | $ 0 | $ 929 | $ 0 |
Operating expenses: | ||||
Research and development | 35,197 | 17,495 | 92,811 | 42,263 |
General and administrative | 9,592 | 6,007 | 26,095 | 12,264 |
Total operating expenses | 44,789 | 23,502 | 118,906 | 54,527 |
Loss from operations | (43,860) | (23,502) | (117,977) | (54,527) |
Other (expense) income: | ||||
Change in fair value of antidilution rights liability | 0 | 0 | 0 | (25,574) |
Change in fair value of success payment liability | (3,306) | 700 | (691) | (8,954) |
Interest and other income, net | 1,976 | 53 | 2,366 | 78 |
Total other (expense) income, net | (1,330) | 753 | 1,675 | (34,450) |
Net loss | $ (45,190) | $ (22,749) | $ (116,302) | $ (88,977) |
Net loss per common share attributable to common stockholders, basic | $ (0.79) | $ (0.47) | $ (2.26) | $ (4.52) |
Net loss per common share attributable to common stockholders, diluted | $ (0.79) | $ (0.47) | $ (2.26) | $ (4.52) |
Weighted-average common shares used in net loss per share attributable to common stockholders, basic | 57,207,125 | 47,992,773 | 51,516,037 | 19,698,450 |
Weighted-average common shares used in net loss per share attributable to common stockholders, diluted | 57,207,125 | 47,992,773 | 51,516,037 | 19,698,450 |
Comprehensive Loss: | ||||
Net loss | $ (45,190) | $ (22,749) | $ (116,302) | $ (88,977) |
Other comprehensive income (loss): | ||||
Unrealized income (loss) on marketable securities | 18 | (5) | (692) | (10) |
Comprehensive loss | $ (45,172) | $ (22,754) | $ (116,994) | $ (88,987) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning Balance at Dec. 31, 2020 | $ (63,909) | $ 125,160 | $ 3 | $ 2,616 | $ 8 | $ (66,536) |
Beginning Balance (in shares) at Dec. 31, 2020 | 179,519,032 | 2,585,789 | ||||
Issuance of Series B convertible preferred stock, net of issuance costs of $241 | $ 93,759 | |||||
Issuance of Series B convertible preferred stock, net of issuance costs (in shares) | 77,163,022 | |||||
Vesting of restricted common stock (in shares) | 134,409 | |||||
Exercise of stock options | 72 | 72 | ||||
Exercise of stock options (in shares) | 48,745 | |||||
Unrealized loss on available-for-sale securities | (1) | (1) | ||||
Stock-based compensation | 670 | 670 | ||||
Net loss | (13,263) | (13,263) | ||||
Ending Balance at Mar. 31, 2021 | (76,431) | $ 218,919 | $ 3 | 3,358 | 7 | (79,799) |
Ending balance (in shares) at Mar. 31, 2021 | 256,682,054 | 2,768,943 | ||||
Beginning Balance at Dec. 31, 2020 | (63,909) | $ 125,160 | $ 3 | 2,616 | 8 | (66,536) |
Beginning Balance (in shares) at Dec. 31, 2020 | 179,519,032 | 2,585,789 | ||||
Conversion of convertible preferred stock to common stock upon closing of initial public offering | 218,919 | |||||
Issuance of common stock from initial public offering, net of issuance costs of $25,098 | (32,490) | |||||
Net loss | (88,977) | |||||
Ending Balance at Sep. 30, 2021 | 384,935 | $ 48 | 540,402 | (2) | (155,513) | |
Ending balance (in shares) at Sep. 30, 2021 | 48,081,404 | |||||
Beginning Balance at Mar. 31, 2021 | (76,431) | $ 218,919 | $ 3 | 3,358 | 7 | (79,799) |
Beginning Balance (in shares) at Mar. 31, 2021 | 256,682,054 | 2,768,943 | ||||
Conversion of convertible preferred stock to common stock upon closing of initial public offering (in shares) | (256,682,054) | 27,720,923 | ||||
Issuance of common stock from initial public offering, net of issuance costs of $25,098 | 281,584 | $ 16 | 281,568 | |||
Issuance of common stock from initial public offering, net of issuance costs (in shares) | 16,141,157 | |||||
Issuance of common stock to licensor institutions | 32,490 | $ 1 | 32,489 | |||
Issuance of common stock to licensor institutions (in shares) | 878,098 | |||||
Vesting of restricted common stock (in shares) | 134,408 | |||||
Exercise of stock options | 452 | 452 | ||||
Exercise of stock options (in shares) | 303,467 | |||||
Unrealized loss on available-for-sale securities | (4) | (4) | ||||
Stock-based compensation | 1,351 | 1,351 | ||||
Net loss | (52,965) | (52,965) | ||||
Ending Balance at Jun. 30, 2021 | 405,396 | $ 48 | 538,109 | 3 | (132,764) | |
Ending balance (in shares) at Jun. 30, 2021 | 47,946,996 | |||||
Conversion of convertible preferred stock to common stock upon closing of initial public offering | 218,919 | $ (218,919) | $ 28 | 218,891 | ||
Vesting of restricted common stock (in shares) | 134,408 | |||||
Unrealized loss on available-for-sale securities | (5) | (5) | ||||
Stock-based compensation | 2,293 | 2,293 | ||||
Net loss | (22,749) | (22,749) | ||||
Ending Balance at Sep. 30, 2021 | 384,935 | $ 48 | 540,402 | (2) | (155,513) | |
Ending balance (in shares) at Sep. 30, 2021 | 48,081,404 | |||||
Beginning Balance at Dec. 31, 2021 | $ 357,352 | $ 49 | 544,381 | (228) | (186,850) | |
Beginning Balance (in shares) at Dec. 31, 2021 | 48,511,735 | 48,511,735 | ||||
Exercise of stock options | $ 505 | 505 | ||||
Exercise of stock options (in shares) | 143,506 | |||||
Unrealized loss on available-for-sale securities | (504) | (504) | ||||
Stock-based compensation | 4,203 | 4,203 | ||||
Net loss | (30,166) | (30,166) | ||||
Ending Balance at Mar. 31, 2022 | 331,390 | $ 49 | 549,089 | (732) | (217,016) | |
Ending balance (in shares) at Mar. 31, 2022 | 48,655,241 | |||||
Beginning Balance at Dec. 31, 2021 | $ 357,352 | $ 49 | 544,381 | (228) | (186,850) | |
Beginning Balance (in shares) at Dec. 31, 2021 | 48,511,735 | 48,511,735 | ||||
Conversion of convertible preferred stock to common stock upon closing of initial public offering | $ 0 | |||||
Exercise of stock options (in shares) | 586,202 | |||||
Net loss | $ (116,302) | |||||
Ending Balance at Sep. 30, 2022 | $ 547,943 | $ 61 | 851,954 | (920) | (303,152) | |
Ending balance (in shares) at Sep. 30, 2022 | 60,443,175 | 60,443,175 | ||||
Beginning Balance at Mar. 31, 2022 | $ 331,390 | $ 49 | 549,089 | (732) | (217,016) | |
Beginning Balance (in shares) at Mar. 31, 2022 | 48,655,241 | |||||
Exercise of stock options | 120 | 120 | ||||
Exercise of stock options (in shares) | 29,193 | |||||
Issuance of common stock under Employee Stock Purchase Plan, shares | 25,218 | |||||
Issuance of common stock under Employee Stock Purchase Plan | 325 | 325 | ||||
Unrealized loss on available-for-sale securities | (206) | (206) | ||||
Stock-based compensation | 5,650 | 5,650 | ||||
Net loss | (40,946) | (40,946) | ||||
Ending Balance at Jun. 30, 2022 | 296,333 | $ 49 | 555,184 | (938) | (257,962) | |
Ending balance (in shares) at Jun. 30, 2022 | 48,709,652 | |||||
Exercise of stock options | 1,107 | 1,107 | ||||
Exercise of stock options (in shares) | 413,503 | |||||
Unrealized loss on available-for-sale securities | 18 | 18 | ||||
Stock-based compensation | 5,920 | 5,920 | ||||
Issuance of common stock in connection with the Vertex Agreement, shares | 1,519,756 | |||||
Issuance of common stock in connection with the Vertex Agreement | 39,987 | $ 2 | 39,985 | |||
Issurance of common stock from follow-on public offering, net of issuance costs, shares | 9,583,334 | |||||
Issurance of common stock from follow-on public offering, net of issuance costs | 242,848 | $ 10 | 242,838 | |||
Issuance of common stock from At-the-Market offering, net of issuance costs, shares | 216,930 | |||||
Issuance of common stock from At-the-Market offering, net of issuance costs | 6,920 | 6,920 | ||||
Net loss | (45,190) | (45,190) | ||||
Ending Balance at Sep. 30, 2022 | $ 547,943 | $ 61 | $ 851,954 | $ (920) | $ (303,152) | |
Ending balance (in shares) at Sep. 30, 2022 | 60,443,175 | 60,443,175 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |||
Issuance Costs Of Series B Convertible Preferred Stock | $ 241 | ||
Issuance Costs Of Common Stock from Initial Public Offering | $ 25,098 | ||
Issurance of common stock from follow-on public offering | $ 15,900 | ||
Issuance of common stock from At-the-Market offering | $ 600 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (116,302) | $ (88,977) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,879 | 1,063 |
Non-cash lease expense | 2,279 | 1,345 |
Amortization of premium on marketable securities | 1,114 | 768 |
Stock-based compensation | 15,773 | 4,314 |
Change in fair value of antidilution rights | 0 | 25,574 |
Change in fair value of success payments liabilities | 691 | 8,954 |
Changes in operating assets and liabilities: | ||
Collaboration receivable | (929) | 0 |
Prepaid expenses and other assets | (9,368) | (5,667) |
Accounts payable | (6,411) | 3,344 |
Accrued expenses and other liabilities | 4,661 | 864 |
Operating lease liabilities | (2,841) | (1,419) |
Deferred revenue | 20,014 | 0 |
Net cash used in operating activities | (89,440) | (49,837) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (8,264) | (3,378) |
Purchases of marketable securities | (222,078) | (234,490) |
Maturities of marketable securities | 242,700 | 55,755 |
Net cash provided by investing activities | 12,358 | (182,113) |
Cash flows from financing activities: | ||
Proceeds from issuance of Preferred Stock, net | 0 | 93,759 |
Proceeds from initial public offering, net of underwriting discount | 0 | 285,214 |
Proceeds from the issuance of common stock in connection with the Vertex Agreement | 39,986 | 0 |
Proceeds from issuance of common shares, net of commissions | 247,919 | 0 |
Payment of equity offering costs | (605) | (3,632) |
Proceeds from exercise of stock options | 1,733 | 524 |
Issuance of shares through employee stock purchase plan | 325 | 0 |
Net cash provided by financing activities | 289,358 | 375,865 |
Increase in cash, cash equivalents and restricted cash | 212,276 | 143,915 |
Cash, cash equivalents and restricted cash—beginning of period | 69,567 | 9,456 |
Cash, cash equivalents and restricted cash—end of period | 281,843 | 153,371 |
Supplemental disclosure of noncash investing and financing activities: | ||
Property and equipment additions included in accounts payable and accrued expenses | 2,025 | 361 |
Offering costs included in accounts payable and accrued liabilities | 175 | 0 |
Conversion of convertible preferred stock to common stock upon closing of initial public offering | 0 | 218,919 |
Settlement of antidilution rights liability by issuing common stock | 0 | 32,490 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 81,244 | $ 809 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the business and basis of presentation Organization Verve Therapeutics, Inc. (the “Company” or “Verve”) is a genetic medicines company pioneering a new approach to the care of cardiovascular disease, transforming treatment from chronic management to single-course gene editing medicines. The Company was incorporated on March 9, 2018 as Endcadia, Inc., a Delaware corporation, and began operations shortly thereafter. In January 2019, the Company amended its certificate of incorporation to change its name to Verve Therapeutics, Inc. The Company’s principal offices are located in Boston, Massachusetts. Liquidity and capital resources Since its inception, the Company has devoted its efforts principally to research and development and raising capital. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry including, but not limited to, technical risks associated with the successful research, development and manufacturing of product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Current and future programs will require significant research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. In connection with the Company's initial public offering, or IPO, in June 2021, the Company effected a one-for-9.2595 reverse stock split of the Company’s issued and outstanding common stock. Accordingly, all shares of common stock and per share amounts, as well as the conversion ratio of the Company’s outstanding convertible preferred stock, for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the reverse stock split, including reclassification of par and additional paid-in capital amounts as a result of the reverse stock split. On July 18, 2022, the Company entered into a Strategic Collaboration and License Agreement (the “Vertex Agreement”) with Vertex Pharmaceuticals Incorporated (“Vertex”) for an exclusive, four-year worldwide research collaboration focused on developing in vivo gene editing candidates toward an undisclosed target for the treatment of a single liver disease, as further described in Note 8, “License agreements.” Pursuant to the Vertex Agreement, Vertex paid the Company $ 25.0 million in an upfront payment on July 20, 2022. The Company is eligible to receive (i) success payments of up to $ 22 million for each product candidate (up to a maximum of $ 66 million) that achieves the applicable development criteria and (ii) up to an aggregate of $ 340 million in development and commercial milestone payments. The Company is also eligible to receive tiered single-digit royalties on net sales, subject to specified reductions. On July 18, 2022, in connection with the execution of the Vertex Agreement , the Company also entered into a stock purchase agreement with Vertex (the “Stock Purchase Agreement”) for the sale and issuance of 1,519,756 shares of the Company’s common stock to Vertex at a price of $ 23.03 per share, which was equal to the five-day volume-weighted average share price as of July 15, 2022, for an aggregate purchase price of $ 35.0 million (the “Private Placement”). The Private Placement closed on July 20, 2022. On July 25, 2022 , the Company completed a follow-on public offering of common stock, pursuant to which the Company issued and sold 9,583,334 shares of its common stock, including an additional 1,250,000 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares of common stock, at a public offering price of $ 27.00 per share, for aggregate net proceeds of approximately $ 242.9 million after deducting underwriting discounts and commissions of approximately $ 15.5 million and offering costs of approximately $ 0.3 million. On July 1, 2022, the Company entered into an Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) as the agent pursuant to which the Company is entitled to offer and sell, from time to time at prevailing market prices, shares of the Company's common stock. The Company agreed to pay Jefferies a commission of up to 3.0 % of the aggregate gross sale proceeds of any shares sold by Jefferies under the Sales Agreement. Any sales under the Sales Agreement will be made pursuant to the Company’s registration statement on Form S-3 (File No 333-267578), which became effective on September 23, 2022, with an aggregate offering price of up to $ 200.0 million. As of September 30, 2022, the Company had sold 216,930 shares of its common stock under the Sales Agreement for aggregate net proceeds of $ 7.3 million , after deducting commissions and offering expenses payable by the Company. The Company sold an additional 1,063,238 shares of its common stock under the Sales Agreement for aggregate net proceeds of $ 36.0 million subsequent to September 30, 2022. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company expects that its cash, cash equivalents and marketable securities of $ 550.7 million as of September 30, 2022, will be sufficient to fund its operations and capital expenditure requirements beyond the next 12 months from the date of issuance of these financial statements. The Company will need additional financing to support its continuing operations and pursue its growth strategy. Until such time as the Company can generate significant revenue from product sales, if ever, it expects to finance its operations through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. The Company may be unable to raise additional funds or enter into such other agreements when needed on favorable terms or at all. The inability to raise capital as and when needed could have a negative impact on the Company’s financial condition and its ability to pursue its business strategy. The Company will need to generate significant revenue to achieve profitability, and it may never do so. Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). 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”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of the Company’s management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position as of September 30, 2022, the results of its operations and other comprehensive loss for the three and nine months ended September 30, 2022 and 2021, convertible preferred stock and stockholders’ equity for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021. Such adjustments are of a normal and recurring nature. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results for the year ending December 31, 2022 , or for any future period. These interim financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2021, and the notes thereto, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. S ummary of significant accounting policies The Company's significant accounting policies are disclosed in Note 2, "Summary of significant accounting policies," in the audited consolidated financial statements for the year ended December 31, 2021, and notes thereto, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2022. Since the date of those financial statements, the Company has additionally adopted the revenue recognition policy discussed further below. There have been no other changes to the Company's significant accounting policies. Cash, cash equivalents and restricted cash Restricted cash represents collateral provided for letters of credit issued as security deposits in connection with the Company’s leases of its corporate facilities. A reconciliation of the cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same amounts shown in the statement of cash flows is as follows: September 30, September 30, (in thousands) 2022 2021 Cash and cash equivalents $ 277,019 $ 148,134 Restricted cash 4,824 5,237 Total cash, cash equivalents and restricted cash $ 281,843 $ 153,371 Recently adopted accounting pronouncements Leases During the quarter ended September 30, 2021, the Company early adopted ASC Topic 842, “Leases” (“ASC 842”) using the revised modified retrospective approach as of January 1, 2021. The unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2021 have been retroactively adjusted to reflect the adoption of ASC 842, including retroactive adjustments to the unaudited interim condensed consolidated statement of cash flows and certain additional footnote disclosures as included herein. The adoption of ASC 842 had no material impact to the Company’s unaudited condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2021. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. The lease liability is measured at the present value of future lease payments, discounted using the discount rate as of the lease commencement date. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the incremental borrowing rate, which is the rate incurred to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. The Company recognizes a corresponding lease right of use (“ROU”) asset, initially measured as the amount of lease liability, adjusted for any initial lease costs or lease payments made before or at the commencement of the lease, and reduced by any lease incentives. The Company’s leases consist of only operating leases. Operating leases are recognized on the balance sheet as ROU lease assets, lease liabilities current and lease liabilities non-current. Fixed rents are included in the calculation of the lease balances while certain variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis. Revenue Recognition The Company enters into collaboration agreements which are within the scope of ASC Topic 606, "Revenue from Contracts with Customers" (“ASC 606”), under which the Company licenses rights to certain of the Company’s product candidates and performs research and development services. The terms of these arrangements typically include payment of one or more of the following: non-refundable, upfront fees; reimbursement of research and development costs; development, regulatory, and commercial milestone payments; and royalties on net sales of licensed products. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. The promised goods or services in the Company’s arrangements typically consist of license rights to the Company’s intellectual property and research and development services. The Company provides options to additional items in the contracts, which are accounted for as separate contracts when the customer elects to exercise such options, unless the option provides a material right to the customer. The Company evaluates the customer options for material rights, or options to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available and whether the goods or services are integral or dependent to other goods or services in the contract. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the number of potential payments and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected amount method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration which is included in the transaction price may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The Company’s contracts often include development and regulatory milestone payments which are assessed under the most likely amount method and constrained if it is probable that a significant revenue reversal would occur. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues in the period of adjustment. To date, the Company has not recognized any consideration related to the achievement of development, regulatory, or commercial milestone revenue resulting from any of the Company’s collaboration arrangements. For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any consideration related to sales-based royalty revenue resulting from any of the Company’s collaboration arrangements. The Company allocates the transaction price based on the estimated stand-alone selling price of each of the performance obligations. The Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the stand-alone selling price for service obligations, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs. Additionally, in determining the standalone selling price for material rights, the Company utilizes comparable transactions, clinical trial success probabilities, and estimates of option exercise likelihood. Variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts the Company would expect to receive for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Upfront payments and fees are recorded as deferred revenue upon receipt or when due until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | 3. Marketable securities Marketable securities by security type consisted of the following: September 30, 2022 (in thousands) Amortized Gross Gross Fair U.S. treasury bills and notes $ 142,678 $ — $ ( 639 ) $ 142,039 U.S. agency securities 131,933 3 ( 284 ) 131,652 Total $ 274,611 $ 3 $ ( 923 ) $ 273,691 December 31, 2021 (in thousands) Amortized Gross Gross Fair U.S. treasury bills and notes $ 277,559 $ — $ ( 218 ) $ 277,341 U.S. agency securities 18,781 — ( 10 ) 18,771 Total $ 296,340 $ — $ ( 228 ) $ 296,112 *The Company reviews its marketable securities for impairment each period whenever the fair value of a marketable security is less than the amortized cost and evidence indicates that a marketable security’s carrying amount is not recoverable. As of September 30, 2022 and December 31, 2021, the Company expected its investments to recover through the remaining term of the security and concluded no impairment existed. The remaining contractual maturities of all marketable securities were less than one year as of September 30, 2022 and December 31, 2021 . |
Property and equipment, net
Property and equipment, net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | 4. P roperty and equipment, net Property and equipment, net, consist of the following: (in thousands) September 30, 2022 December 31, 2021 Lab equipment $ 15,887 $ 8,567 Furniture and fixtures 2,452 566 Computer equipment 739 158 Leasehold improvements 293 266 Total property and equipment 19,371 9,557 Less accumulated depreciation ( 4,212 ) ( 2,333 ) Property and equipment, net $ 15,159 $ 7,224 The following table summarizes depreciation expense incurred: Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 Depreciation expense $ 717 $ 412 $ 1,879 $ 1,063 |
Fair value of financial instrum
Fair value of financial instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value of financial instruments | 5. f air value of financial instruments The Company’s financial instruments that are measured at fair value on a recurring basis consist of money market funds, marketable securities, and a derivative liability (success payment liability) pursuant to our license agreements with the President and Fellows of Harvard College ("Harvard"), and The Broad Institute, Inc.(“Broad”), which license agreements are referred to herein as the Harvard/Broad License Agreement and Broad License Agreement. The following tables set forth the fair value of the Company’s financial instruments by level within the fair value hierarchy: As of September 30, 2022 (in thousands) Fair Level 1 Level 2 Level 3 Assets Money market funds $ 184,677 $ 184,677 $ — $ — Marketable securities: U.S. treasury bills and notes 142,039 — 142,039 — U.S. agency securities 131,652 — 131,652 — Total assets $ 458,368 $ 184,677 $ 273,691 $ — Liabilities Success payment liability $ 5,062 $ — $ — $ 5,062 Total liabilities $ 5,062 $ — $ — $ 5,062 As of December 31, 2021 (in thousands) Fair Level 1 Level 2 Level 3 Assets Money market funds $ 58,127 $ 58,127 $ — $ — Marketable securities: U.S. treasury bills and notes 277,341 — 277,341 — U.S. agency securities 18,771 — 18,771 — Total assets $ 354,239 $ 58,127 $ 296,112 $ — Liabilities Success payment liability $ 4,371 $ — $ — $ 4,371 Total liabilities $ 4,371 $ — $ — $ 4,371 Cash Equivalents —Cash equivalents of $ 184.7 million and $ 58.1 million as of September 30, 2022 and December 31, 2021, respectively, consisted of money market funds and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Marketable Securities— The Company measures its marketable securities at fair value on a recurring basis and classifies those instruments within Level 2 of the fair value hierarchy. Marketable securities are classified within Level 2 of the fair value hierarchy because pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Antidilution Rights Liability —The antidilution rights liability represented the obligation to issue additional shares of common stock to Harvard and Broad following the completion of (1) a defined aggregate level of preferred stock financing and (2) either a sale of the Company’s preferred stock, an initial public offering, or a company sale meeting a certain value threshold. The antidilution rights liability is stated at fair value and is considered Level 3 in the fair value hierarchy because its fair value measurement is based, in part, on significant inputs not observed in the market. The antidilution rights liability related to meeting a defined aggregate level of preferred stock financing was valued using a probability-weighted present value model that considered the probability of meeting the defined aggregate level of preferred stock financing, as well as the fair value of the Company’s common stock. The antidilution rights liability related to the achievement of a specified valuation through either a sale of the Company’s preferred stock, an initial public offering, or a company sale was valued using a Monte Carlo simulation model, which models the value of the liability based on several key variables, including probability of event occurrence, timing of event occurrence, as well as the fair value of the Company’s common stock. In June 2021, upon completion of its IPO, the Company settled the antidilution rights liability in full through the issuance of 878,098 shares of the Company's common stock for a settlement amount of $ 32.5 million. Prior to settlement, the Company remeasured the liability with a corresponding increase of $ 25.6 million to other expense for the year ended December 31, 2021. Success Payment Liability —The Company is obligated to pay to Harvard and Broad tiered success payments in the event its average market capitalization exceeds specified thresholds for a specified period of time ascending from a high nine-digit dollar amount to $ 10.0 billion, or sale of the Company for consideration in excess of those thresholds. In the event of a change of control or a sale of the Company, the Company is required to pay success payments in cash within a specified period following such event. Otherwise, the success payments may be settled at the Company’s option in either cash or shares of its common stock, or a combination of cash and shares of its common stock. The maximum aggregate success payments that could be payable by the Company is $ 31.3 million (after termination of the Broad License Agreement). The success payments liability is stated at fair value and is considered Level 3 because its fair value measurement is based, in part, on significant inputs not observed in the market. The Company used a Monte Carlo simulation model, which models the value of the liability based on several key variables, including probability of event occurrence, timing of event occurrence, as well as the value of the Company’s common stock. The Company also estimated the likelihood that it would maintain the Harvard/Broad License Agreement based on its ongoing research efforts. The Company remeasured the liability at fair value with increases of $ 3.3 million and $ 0.7 million recorded to other income for the three and nine months ended September 30, 2022 , respectively. The Company remeasured the liability at fair value with a decrease of $ 0.7 million recorded to other income for the three months ended September 30, 2021 and an increase of $ 9.0 million recorded to other expense for the nine months ended September 30, 2021. In September 2021, multiple success payments were triggered and amounts due to Harvard and Broad totaled $ 6.3 million. These amounts were settled in cash in November 2021. The Company will continue to adjust the remaining success payment liability for changes in fair value until the earlier of the achievement or expiration of the obligation. The primary inputs used in valuing the success payments liability associated with the Company’s realization of a certain valuation threshold, were as follows: At At Fair value of common stock (per share) $ 34.35 $ 36.87 Equity volatility 87 % 77 % In February 2021, the Company provided written notice to Broad of its election to terminate the Broad License Agreement, which termination became effective in June 2021. The reconciliation of changes in the fair value of financial instruments based on Level 3 inputs for the nine months ended September 30, 2022 is as follows: (in thousands) Success Balance at December 31, 2021 $ 4,371 Changes in fair value 691 Balance at September 30, 2022 $ 5,062 The reconciliation of changes in the fair value of financial instruments based on Level 3 inputs for the nine months ended September 30, 2021 is as follows: (in thousands) Antidilution rights liability Success Total Balance at December 31, 2020 $ 6,916 $ 2,806 $ 9,722 Issuance of common stock ( 32,490 ) - ( 32,490 ) Changes in fair value 25,574 8,954 34,528 Balance at September 30, 2021 $ — $ 11,760 $ 11,760 |
Accrued expenses
Accrued expenses | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued expenses | 6. Accrued expenses Accrued expenses consist of the following: (in thousands) September 30, December 31, Accrued external research and development expenses $ 8,543 $ 5,041 Employee compensation and related benefits 6,305 6,050 License and milestone payments 310 — Professional fees 1,882 1,109 Other 2,609 792 Total $ 19,649 $ 12,992 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 7. Leases The Company’s operating lease activity is comprised of non-cancelable facility leases for office and laboratory space in Cambridge, Massachusetts and Boston, Massachusetts. The Company has also entered into multiple contract research and contract manufacturing service agreements with third parties which contain embedde d leases within the scope of ASC 842. The embedded leases are considered short term leases, as the contractual terms are 12 months or less. Accordingly, no lease liability or ROU asset has been recorded. The Company has recognized $ 0.2 million and $ 0.6 million of short-term lease costs associated with the embedded leases during the three and nine months ended September 30, 2022, respectively. The Company recognized $ 0.5 million and $ 1.7 million of short-term lease costs associated with the embedded leases during the three and nine months ended September 30, 2021, respectively. The components of operating lease cost were as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 Operating lease costs $ 1,356 $ 495 $ 2,366 $ 1,418 Variable lease costs 428 187 885 530 Total $ 1,784 $ 682 $ 3,251 $ 1,948 Supplemental cash flow information related to operating leases was as follows: Nine months ended September 30, (in thousands) 2022 2021 Cash paid for amounts included in the measurements of lease liabilities: Operating cash flows related to operating leases $ 2,898 $ 1,492 As of September 30, 2022, the Company’s operating leases were measured using a weighted-average incremental borrowing rate of 7.89 % over a weighted-average remaining lease term of 10.3 years. As of September 30, 2021 , the Company’s operating leases were measured using a weighted-average incremental borrowing rate of 1.57 % over a weighted-average remaining lease term of 1.2 years. On August 19, 2021, the Company entered into a lease agreement with ARE-MA Region No. 87 Tenant, LLC, a Delaware limited liability company (the “Landlord”), pursuant to which the Company will lease approximately 104,933 square feet of office and laboratory space located at 201 Brookline Avenue, Boston, Massachusetts (the “Boston Lease”), further amended in January 2022 to include an additional 249 square feet, for a total of 105,182 square feet (the “Premises”). In June 2022, the Company entered into a second amendment to specify separate target commencement dates for certain areas of the Premises. The Premises were first made available to the Company during the quarter ended September 30, 2022, and therefore the Boston Lease commenced during such quarter. Upon commencement of the lease, the Company recorded an operating lease ROU asset of $ 91.8 million and a total lease liability of $ 80.8 million. The Company’s obligation for the payment of base rent for the Premises begins in January 2023 (the “Rent Commencement Date”). Base rent will initially be $ 0.8 million per month, which will increase by approximately 3 % per annum. The Boston Lease has a term of 10 years, measured from the Rent Commencement Date. The Company has the option to extend the term of the Boston Lease for a period of an additional five years . Under the terms of the Boston Lease, the Landlord has agreed to make up to $ 21.0 million in certain tenant improvements to the Premises to suit the Company’s use (the “Tenant Improvement Allowance”), which amount is included in the base rent set forth in the Boston Lease. In connection with its entry into the Boston Lease and as a security deposit, the Company has provided the Landlord a letter of credit in the amount of approximately $ 4.8 million, which may be reduced to approximately $ 3.5 million on the expiration of the 36-month anniversary of the Rent Commencement Date so long as there are, and have been, no defaults by the Company under the terms of the Boston Lease. The Company also paid a deposit in the amount of $ 0.8 million, which is equal to the first month of base rent. The Landlord has the right to terminate the Boston Lease upon customary events of default. In anticipation of its move into the Boston Lease, in July 2022 the Company notified its landlord under the prior lease of its intent to terminate the prior lease prior to the expiration of the term lease. As of September 30, 2022, there was no remaining ROU and lease liability for the prior lease. In October 2021, the Company entered into a sublease for 11,931 square feet of office and laboratory space in Cambridge, Massachusetts. The sublease commenced in December 2021 and has an initial noncancelable term of 12 months . The Company had the option to extend the sublease for one extension term of three months by written notice not less than six months prior to the expiration of the sublease term. The Company did not exercise this option. Therefore, this sublease is treated as a sh ort-term lease. The total fixed lease payments over the sublease term are approximately $ 1.4 million and the Company is also required to pay its proportional share of operating expenses. Future minimum commitments under non-cancellable leases as of September 30, 2022 were as follows: Years ending December 31, Amount (in thousands) Remainder of 2022 $ 2,237 2023 9,868 2024 10,563 2025 10,868 2026 11,183 Thereafter 74,242 Total lease payments $ 118,961 Less: interest ( 38,760 ) Present value of operating lease liabilities $ 80,201 |
License Agreements
License Agreements | 9 Months Ended |
Sep. 30, 2022 | |
License Agreement [Abstract] | |
License Agreement | 8. License agreements The Company's significant license agreements are disclosed in Note 8, "License agreements," in the audited consolidated financial statements for the year ended December 31, 2021, and notes thereto, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2022. Since the date of those financial statements, there have been no changes to its license agreements, except as noted below. Harvard/Broad license agreement and Broad license agreement In March 2019, the Company simultaneously entered into the Harvard/Broad License Agreement and Broad License Agreement (the “license agreements”) for certain base editing technologies pursuant to which the Company received exclusive, worldwide, sublicensable, royalty-bearing licenses under specified patent rights to develop and commercialize licensed products and nonexclusive, worldwide, sublicensable, royalty-bearing licenses under certain patent rights to research and develop licensed products. The Company agreed to use commercially reasonable efforts to develop licensed products in accordance with the development plans, to introduce any licensed products that gain regulatory approval into the commercial market, to market licensed products that have gained regulatory approval following such introduction into the market, and to make licensed products that have gained regulatory approval reasonably available to the public. The term of the agreements will continue until the expiration of the last to expire valid claim. The Company may terminate either of the license agreements without cause upon four months’ prior written notice to Harvard and Broad, unless terminated earlier. In February 2021, the Company provided written notice to Broad of its intent to terminate the Broad License Agreement, which termination was effective in June 2021. As partial consideration for the rights granted under the Harvard/ Broad License Agreement and Broad License Agreement, the Company paid $ 0.3 million in non-refundable upfront license fees and also issued 276,075 shares of its common stock with a fair value of $ 0.3 million. Additional consideration under the license agreements is as follows: Antidilution Rights —The initial shares of common stock issued to Harvard and Broad were subject to antidilution provisions as further described in Note 5, "Fair value of financial instruments." The antidilution rights associated with the Company achieving a defined aggregate level of preferred stock financing were partially satisfied in 2019 and fully satisfied in 2020, which settlement amounts totaled $ 0.1 million and $ 0.5 million, respectively, and which amounts were settled through issuances of 121,411 and 187,867 shares of common stock, respectively. The remaining antidilution rights obligation was fully satisfied in the three months ended June 30, 2021 with the Company’s IPO. The settlement amount totaled $ 32.5 million, and was settled through issuance of 878,098 shares of common stock. Success Payments —The Company is required to make success payments under the license agreements as further described in Note 5, "Fair value of financial instruments." In September 2021, certain success payments were triggered and amounts due to Harvard and Broad totaled $ 6.3 million. These amounts were settled in cash in November 2021. Other Payments —The Company agreed to pay an annual license maintenance fee ranging from low-to-mid five figures to low six figures, depending on the particular calendar year, for each of the license agreements. The Company is responsible for the payment of certain patent prosecution and maintenance costs incurred by Harvard and Broad related to licensed patents. To the extent achieved, the Company is obligated to pay up to an aggregate of $ 46.2 million and $ 108 million in development and sales-based milestones, respectively. Durin g the three months ended March 31, 2022, the first milestone was triggered and amounts due to Harvard and Broad totaled $ 0.3 million. These amounts remain payable as of September 30, 2022 and will be settled in cash. If the Company undergoes a change of control during the term of the license agreements, then certain of the milestone payments would be increased by a mid-double-digit percentage. To the extent there are sales of a licensed product, the Company is required to pay low single digit royalties on net sales, for each of the license agreements. The Company is entitled to certain reductions and offsets on these royalties with respect to a licensed product in a given country. Beam license agreement In April 2019, the Company and Beam Therapeutics, Inc. ("Beam") entered into a collaboration and license agreement (the “Beam Agreement”). Pursuant to the Beam Agreement, the Company received an exclusive, worldwide, sublicensable license under certain of Beam’s base editing technology, gene editing, and delivery technologies to develop, make, use, offer for sale, sell and import base editing products and nuclease products using Beam’s CRISPR associated protein 12b, or Cas12b technology, in each case, directed to any of four initial gene targets, including the PCSK9 and ANGPTL3 genes, that are associated with an increased risk of coronary diseases. In addition, the Company granted Beam an exclusive, worldwide, sublicensable license under certain of its delivery technology to develop, manufacture, sell and import product candidates and products, except for base editor products licensed to Verve. Both parties may conduct certain activities in accordance with an agreed-upon research and/or development plan. Following the dosing of the final patient in a Phase 1 clinical trial of a given licensed product for the initial gene targets, Beam has the right to opt in to share 33 % of worldwide expenses of the development of such licensed product, as well as jointly commercialize and share profits and expenses of commercializing such licensed product in the United States on a 50/50 basis. If Beam exercises its opt-in right for a given licensed product for the initial gene targets, which we refer to following such opt-in as a collaboration product, it will be obligated to pay for a specified percentage of the development and commercialization costs of such collaboration product and will have the right to receive a specified percentage of the profits from any sales of such collaboration product. The term of the Beam Agreement continues until the last to expire of any royalty term for any product. The Company has the right to terminate the Beam Agreement as to any licensed product, but not for any collaboration product, by delivering a 90-day termination notice to Beam, provided that Beam has elected not to exercise its opt-in right or the period to exercise such opt-in right has expired. The Company is responsible for all costs and expenses incurred in the conduct of activities under the research plan, any development plan and any costs and expenses for the development of a licensed product for which Beam has not elected to opt-in. As partial consideration for the license rights granted by Beam under the Beam Agreement, the Company paid a one-time, nonrefundable fee through issuing 276,075 shares of its common stock with a fair value of $ 0.3 million. To the extent achieved, for each licensed product, the Company is also obligated to pay up to $ 11.3 million in development and regulatory-based milestones and $ 15.0 million in sales-based milestones. To the extent there are sales of a licensed product, the Company is required to pay low-to-mid single digit royalties on net sales. To the extent achieved, for each collaboration product outside of the United States, the Company is obligated to pay up to $ 5.6 million in development and regulatory-based milestones and $ 7.5 million in sales-based milestones. To the extent there are ex-U.S. sales of a collaboration product, the Company is required to pay low-to-mid single digit royalties on n et sales. Due to the submission of the Company's CTA in New Zealand, a milestone payment of $ 0.3 million was triggered during the period ended June 30, 2022 and subsequently paid by the Company to Beam during the period ended September 30, 2022. Additionally, due to the first patient dosing with VERVE-101 in a clinical trial, a milestone payment of $ 0.2 million was triggered and paid by the Company to Beam during the period ended September 30, 2022. On July 5, 2022, the Company entered into an Amended and Restated Collaboration and License Agreement with Beam (the “Amended Beam Agreement”). Pursuant to the Amended Beam Agreement, Beam granted the Company an exclusive, worldwide, sublicensable license under certain of Beam’s base editing technology to develop and commercialize products directed towards an additional liver-mediated, cardiovascular disease target. The Company is responsible for the development and commercialization of products targeting the additional gene target, subject to Beam’s opt-in right. Following the dosing of the final patient in a Phase 1 clinical trial of a licensed product for such additional gene target, Beam has the right to opt-in to share 35 % of worldwide expenses of the development of such licensed product, as well as jointly commercialize and share 35 % of the profits and expenses of commercializing such licensed product worldwide. If Beam does not elect to opt-in, Beam is entitled to receive milestones and royalties on the same basis as other collaboration products as provided in the Beam Agreement. In exchange, the Company granted to Beam an exclusive, worldwide, sublicensable, fully paid-up license under the Company's intellectual property, including under the Company's GalNAc-LNP delivery technology, relating to a preclinical program developed by the Company. The Amended Beam Agreement also clarified intellectual property rights with respect to the Company's GalNAc-LNP delivery technology; grants Beam, on a target-by-target basis, the option to obtain a non-exclusive, worldwide, sublicensable license to the Company's GalNAc-LNP delivery technology for the development and commercialization of certain base editor products, as to which Beam would owe the Company a fee upon exercise of each option, certain regulatory and commercial sale milestones as well as low single-digit royalties on net sales for base editor products using the GalNAc-LNP delivery technology; terminates the Company's rights and economic obligations under the Beam Agreement with respect to the undisclosed genes, allowing the Company and Beam to independently develop and commercialize products directed to such gene targets; and concludes other licenses that applied under the Beam Agreement with respect to delivery and other technologies developed by the parties for the development and commercialization of base editor products. To the extent there are sales of a delivery technology product, each party will pay the other party low-to-mid single digit royalties based on the annual aggregate worldwide net sales resulting from the sale of each delivery technology product of such paying party; provided, however, that such royalty payments will not apply to net sales of the collaboration products or licensed products. The Company concluded the receipt of any milestone or royalty payments under the Beam Agreement was not probable as of September 30, 2022. Beam materials exchange letter agreement In October 2020, the Company and Beam entered into a materials exchange agreement wherein the parties agreed that Beam would provide certain mRNA, gRNA, and protein to the Company and that the Company would provide certain gRNAs to Beam at an agreed upon price per each material provided. For the three and nine months ended September 30, 2022 and 2021, the Company did no t purchase any materials from Beam. For the three and nine months ended September 30, 2022 , the Company recognized $ 0.4 million as a reduction to research and development expense related to reimbursements received for materials sold to Beam . For the three and nine months ended September 30, 2021, the Company recognized $ 0.0 million and $ 0.2 million, respectively, as a reduction to research and development expense related to reimbursements received for materials sold to Beam. Acuitas agreements Development and option agreement In December 2019, the Company and Acuitas Therapeutics, Inc. ("Acuitas") entered into a development and collaboration agreement, which agreement was amended and restated in October 2020. The Company agreed to reimburse Acuitas on a quarterly basis for its services performed related to the program activities based on an agreed upon number of fulltime employees committed to work on the program at an annual rate per employee, including reimbursement of reasonable external costs. The Company recognized research and development expense of approximately $ 0.1 million during the three and nine months ended September 30, 2022 , and $ 0.1 million and $ 0.7 million for the three and nine months ended September 30, 2021, respectively, related to the reimbursement of research and development services provided by Acuitas and technology maintenance fees. License agreement In October 2020, the Company paid Acuitas a non-refundable, upfront license fee of $ 2.0 million (less a previously paid target reservation fee) to exercise an option with respect to a licensed product and a licensed genome target and entered into a non-exclusive, worldwide license with Acuitas, with a right to sub-license through multiple tiers, under the licensed LNP technology to research, develop and commercialize the licensed products using the LNP technology in connection with the PCSK9 gene target for all human therapeutic or prophylactic uses. To the extent achieved, the Company is also obligated to pay up to an aggregate of $ 9.8 million in clinical and regulatory milestones and $ 9.5 million in sales-based milestones. D ue to the first patient dosing, a milestone payment of $ 0.8 million was triggered and paid during the period ended September 30, 2022. Novartis license agreement In October 2021, the Company entered into a license agreement with Novartis Pharma AG (“Novartis”) to obtain a non-exclusive license to lipid technology the Company is using in connection with the research and development of certain product candidates, including VERVE-201. As consideration for the license and rights granted under the agreement, the Company made a one-time, non-refundable, upfront payment of $ 0.8 million during the three months ended December 31, 2021. The license agreement requires the Company to pay up to an aggregate of $ 10.0 million in clinical and regulatory milestones and $ 35.0 million in sales-based milestones for products that incorporate the licensed lipid technology. The milestones have not been achieved and no expense has been recorded for these milestones as of September 30, 2022. In June 2022, the Company amended the agreement to include three additional licensed products to the scope of the non-exclusive license. In consideration of the additional licensed prod ucts, the Company was required to make a one-time, non-refundable upfront payment of $ 2.8 million to Novartis. This amount was recorded to research and development expense and was paid during the period ended September 30, 2022. |
Collaboration and License Agree
Collaboration and License Agreements | 9 Months Ended |
Sep. 30, 2022 | |
Collaboration and License Agreements [Abstract] | |
Collaboration and License Agreements | 9. Collaboration and License Agreements Vertex Agreement Summary of Agreement On July 18, 2022, the Company entered into the Vertex Agreement with Vertex for an exclusive, four-year worldwide research collaboration focused on developing in vivo gene editing candidates toward an undisclosed target for the treatment of a single liver disease. Additionally, the Company entered into the Stock Purchase Agreement with Vertex, pursuant to which the Company agreed to sell and issue 1,519,756 shares of its common stock to Vertex at a price of $ 23.03 per share, for an aggregate purchase price of $ 35.0 million. The sale of the common stock closed on July 20, 2022 . Pursuant to the Vertex Agreement, the Company is responsible for discovery, research and certain preclinical development of novel in vivo gene editing development candidates for the target of interest. The Company’s research activities are focused on (i) identifying and engineering specific gene editing systems and in vivo delivery systems directed to the target and (ii) evaluating and optimizing development candidates to achieve criteria specified in the Collaboration Agreement. Vertex is obligated to reimburse the Company’s research expenses consistent with a mutually agreed-upon research plan and budget (“Research Plan”). The research term has an initial term of four years and may be extended by Vertex for up to one additional year (“Research Term”). The Research Plan is overseen by a Joint Research Committee (“JRC”) as detailed in the Collaboration Agreement. Any material amendments to the Research Plan are required to be mutually agreed to by the JRC. During the Research Plan, Vertex may select certain gene editing systems and in vivo delivery systems directed at the target to become a licensed agent. Upon the designation of the licensed agent, Vertex shall receive a license to exploit the licensed agent, and the licensed agent will continue to be developed under the Research Plan in order to achieve certain development candidate criteria agreed to by the JRC. Following the Research Term, Vertex will be solely responsible for subsequent development, manufacturing and commercialization of any product candidate resulting from the licensed agent. The Company received an upfront payment from Vertex of $ 25 million and is eligible to receive (i) success payments of up to $ 22 million for each product candidate (up to a maximum of $ 66 million) that achieves the applicable development criteria and (ii) up to an aggregate of $ 175 million in development milestones and (iii) up to an aggregate $ 165 million in commercial milestone payments. The Company is also eligible to receive tiered single-digit royalties on net sales, with the rate dependent upon the type of product and subject to specified reductions. Such royalty payments will terminate on a country-by-country and product-by-product basis upon the later to occur of (i) the expiration of the last to expire valid claim under the patent rights covering such product in such country, (ii) the period of regulatory exclusivity associated with such product in such country or (iii) ten years after the first commercial sale of such product in such country. Prior to the first patient dosing of the first Phase 1 clinical trial for the first product candidate developed under the Vertex Agreement, the Company also has the right to opt-in to a profit share arrangement pursuant to which Vertex and the Company would share the costs and net profits for all product candidates emerging from the collaboration. If the Company exercises its opt-in right, in lieu of milestones and royalties, it will be obligated to pay for a specified percentage of the development and commercialization costs, and it will have the right to receive a specified percentage of the profits from any sales of any product candidates advanced under the collaboration. At the time the Company exercises the option, it may elect a profit/cost share of up to 40 % (with Vertex retaining a minimum of 60 %). In order to exercise its opt-in right, the Company is required to pay a fee ranging from $ 25 million to $ 70 million, depending on the profit/cost percentage elected by the Company and the Company’s licensed technology included in the most advanced product candidate at the time it exercises its opt-in right. Under all profit share scenarios, Vertex will control the worldwide development and commercialization of any product candidates resulting from the collaboration. The Vertex Agreement includes customary representations and warranties, covenants and indemnification obligations for a transaction of this nature. The Company and Vertex each have the right to terminate the agreement for material breach by, or insolvency of, the other party following notice, and if applicable, a cure period. Vertex may also terminate the Vertex Agreement in its entirety for convenience upon 90 days’ notice. Accounting Analysis The Company assessed the promised goods and services under the Vertex Agreement, in accordance with ASC 606. At inception, the Vertex Agreement included the following performance obligations: (i) the research services obligation which relates to the research and development services to be provided under the Research Plan (the “Research Services”) and (ii) three Licensed Agent Material Rights related to the options to obtain licenses to exploit a licensed agent, at a discount. The Company identified $ 20.0 million of fixed transaction price consisting of the $ 25.0 million upfront fee offset by a discount of $ 5.0 million related to the 1,519,756 shares sold to Vertex under the Stock Purchase Agreement when measured at fair value on the date of issuance. The Company is also entitled to reimbursement of costs incurred associated with the delivery of services under the Research Plan. The Company utilized the most likely amount approach and estimated the expected cost reimbursement to be $ 5.8 million at inception. The Company concluded that these amounts do not require a constraint and are included in the transaction price at inception. The Company considers this estimate at each reporting date and updates the estimate based on information available. As of September 30, 2022, the estimate of the expected reimbursement is $ 5.8 million based on expectations as of such date. Additional consideration to be paid to the Company upon reaching certain milestones are excluded from the transaction price as that consideration may only be earned subsequent to an option exercise. The Company has concluded that the variable consideration related to the cost reimbursement of the Research Services obligation will be allocated entirely to that obligation as the cost reimbursement relates specifically to the services being performed under the Research Plan. The reimbursement of Research Services is considered to be at a market rate and therefore depicts the estimated amount it would expect to receive for this obligation. As a result, the Company allocated the fixed consideration of $ 20.0 million to the three Licensed Agent Material Rights based on their relative standalone selling prices. The estimated standalone selling price for each material right was based on an adjusted market assessment approach. The Company concluded that the market would be willing to pay an equal amount for each Licensed Agent license on a standalone basis before being adjusted for the probability of the option becoming exercisable upon the successful completion of research activities to identify the Licensed Agents. The Company reached this conclusion after considering (i) the downstream economics including success fees, milestones and royalties related to each Licensed Agent being identical and (ii) all Licensed Agents are targeting the same gene. As such, based on the relative standalone selling price for each of the three material rights, the allocation of the transaction price to the separate performance obligations is as follows: Performance obligation Amount (in thousands) Research services obligation $ 5,845 First licensed agent material right 6,667 Second licensed agent material right 6,667 Third licensed agent material right 6,666 Total $ 25,845 The amount allocated to the Research Services Obligation will be recognized on a proportional performance basis over the period of service using input-based measurements of total cost of research incurred to estimate proportion performed and remeasured at the end of each reporting period. The amount allocated to the Licensed Agent Material Rights was recorded as deferred revenue and will commence recognition upon exercise of each option or, if an option is never exercised, it will be recognized in full upon expiry of the Research Term. During the three and nine months ended September 30, 2022, the Company recognized $ 0.9 million of revenue associated with the Vertex Agreement related to research services performed during the period. As of September 30, 2022, the Company has recorded $ 20.0 million as non-current deferred revenue. Costs incurred relating to the Company’s collaboration programs under the Vertex Agreement consist of internal and external research costs, which primarily include: salaries and benefits, and preclinical research studies. These costs are included in research and development expenses in the Company’s condensed consolidated statements of operations during the three and nine months ended September 30, 2022. |
Preferred and Common Stock
Preferred and Common Stock | 9 Months Ended |
Sep. 30, 2022 | |
Preferred Stock [Abstract] | |
Preferred and Common Stock | . Preferred and common stock In January 2021, the Company issued 77,163,022 shares of Series B Preferred Stock at a price of $ 1.2182 per share for gross proceeds of $ 94.0 million. The Company incurred issuance costs in connection with this transaction of $ 0.2 million. In June 2021, the Company amended and restated its certificate of incorporation to authorize 5,000,000 shares of preferred stock, which shares of preferred stock are currently undesignated, and 200,000,000 shares of common stock, $ 0.001 par value per share. In June 2021, the Company completed its IPO, pursuant to which the Company issued and sold 16,141,157 shares of its common stock, including 2,105,368 shares pursuant to the full exercise of the underwriters' option to purchase additional shares, at a public offering price of $ 19.00 per share, for aggregate gross proceeds of $ 306.7 million. The Company received approximately $ 281.6 million in net proceeds, after deducting underwriting discounts and offering expenses payable by the Company. Upon the closing of the IPO, all outstanding shares of the Company's preferred stock automatically converted into 27,720,923 shares of the Company's common stock. In June 2021, the Company issued 878,098 shares of its common stock to Harvard and Broad as final settlement of its antidilution rights obligation. In July 2022, in connection with the execution of the Vertex Agreement, the Company and Vertex also entered into the Stock Purchase Agreement for the sale and issuance of 1,519,756 shares of the Company’s common stock to Vertex at a price of $ 23.03 per share, which is equal to the five-day volume-weighted average share price as of July 15, 2022, for an aggregate purchase price of $ 35.0 million. In July 2022, the Company completed a follow-on public offering of common stock, pursuant to which the Company issued and sold 9,583,334 shares of its common stock, including 1,250,000 shares of its common stock sold pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a public offering price of $ 27.00 per share. The Company received net proceeds of approximately $ 242.9 million after deducting underwriting discounts and offering expenses of approximately $ 15.8 million. During the three months ended September 30, 2022, the Company sold 216,930 shares of its common stock under the Sales Agreement for aggregate net proceeds of $ 7.3 million , after deducting commissions and offering expenses payable by the Company. The holders of common stock are entitled to one vote for each share of common stock. |
Stock-based compensation
Stock-based compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation | 11. Stock-based compensation The 2018 Equity Incentive Plan, or the 2018 Plan, adopted by the board of directors in August 2018 provided for the grant of qualified incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock and restricted stock units to the Company’s employees, officers, directors, advisors, and outside consultants for the issuance or purchase of shares of the Company’s common stock. The maximum number of shares of common stock that were authorized for issuance under the 2018 Plan was 6,885,653 . In June 2021, the Company's board of directors adopted, and the Company's stockholders approved, the 2021 Stock Incentive Plan, or the 2021 Plan, which became effective on June 16, 2021. The 2021 Plan provides for grant of qualified and nonqualified stock options, stock appreciation rights, restricted and unrestricted stock and stock units, performance awards, and other share-based awards to the Company's employees, directors, advisors and outside consultants. Under the 2021 Plan, the number of shares of common stock initially reserved for issuance was the sum of: (1) 3,466,530 ; plus (2) the number of shares as was equal to the sum of (x) the number of shares of common stock reserved for issuance under the 2018 Plan that remained available for grant under the 2018 Plan on June 16, 2021 and (y) the number of shares of common stock subject to outstanding awards granted under the 2018 Plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right; plus (3) an annual increase, to be added on the first day of each fiscal year, commencing on January 1, 2022 and continuing until, and including, January 1, 2031, equal to the lesser of (i) 5 % of the number of shares of common stock outstanding on such date and (ii) the number of shares of common stock determined by the Company’s board of directors. On January 1, 2022, 2,425,587 shares of the Company's common stock were added to the amount reserved for issuance under the 2021 Plan in accordance with the 2021 Plan described above. As of September 30, 2022 , the Company had reserved 7,057,629 shares of the Company's common stock for issuance of equity awards, of which 3,315,775 shares remained available for future grant under the 2021 Plan. Upon effectiveness of the 2021 Plan, the Company ceased granting additional awards under the 2018 Plan. Stock-based compensation expense recorded in the condensed consolidated statements of operations and comprehensive loss is as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 Research and development $ 3,216 $ 1,285 $ 8,637 $ 2,306 General and administrative 2,704 1,008 7,136 2,008 Total stock-based compensation expense $ 5,920 $ 2,293 $ 15,773 $ 4,314 Stock options The following table provides a summary of stock option activity during the nine months ended September 30, 2022: Number of Weighted Weighted Aggregate (2) Outstanding at December 31, 2021 6,119,295 $ 9.44 Granted 2,324,850 28.02 Exercised ( 586,202 ) 2.96 Forfeited ( 302,849 ) 20.93 Outstanding at September 30, 2022 7,555,094 $ 15.28 8.4 $ 149,809 Exercisable at September 30, 2022 2,261,038 $ 5.64 7.7 $ 65,691 Expected to vest after September 30, 2022 (1) 5,294,056 $ 19.40 8.8 $ 84,118 (1) This represents the number of unvested options outstanding as of September 30, 2022 that are expected to vest in the future. (2) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that were in the money as of September 30, 2022 . As of September 30, 2022 , there was $ 64.8 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately 2.7 years. Restricted stock units During the nine months ended September 30, 2022 , the Company granted 609,550 restricted stock units under the 2021 Plan. These restricted stock units vest annually over a four-year period. A summary of the status of and change in unvested restricted stock units as of September 30, 2022 was as follows: Shares Weighted- Unvested restricted stock units as of December 31, 2021 32,000 $ 36.58 Restricted stock units granted 609,550 $ 21.83 Restricted stock units forfeited ( 32,150 ) $ 25.21 Unvested restricted stock units as of September 30, 2022 609,400 $ 22.43 As of September 30, 2022 , there was $ 12.2 million of unrecognized stock-based compensation expense related to restricted stock units that are expected to vest. These costs are expected to be recognized over a weighted-average remaining vesting period of approximately 3.7 years. 2021 Amended and Restated Employee Stock Purchase Plan In June 2021, the board of directors adopted, and the Company's stockholders approved, the 2021 Employee Stock Purchase Plan, or the ESPP, as amended and restated, which became effective on June 16, 2021. The Company initially reserved 433,316 shares of common stock for sale under the ESPP. The aggregate number of shares reserved for sale under the ESPP increases automatically on the first day of each fiscal year commencing on January 1, 2022 through January 1, 2031, by the number of shares equal to the least of (a) 1,083,290 shares, (b) 1 % of the total outstanding shares of common stock on such date, and (c) a number of shares as may be determined by the board of directors in any particular year. The first offering period under the ESPP commenced on June 16, 2021 and ended on December 13, 2021. On January 1, 2022, 485,117 shares of common stock were added to the amount reserved for sale under the ESPP. As of September 30, 2022 , 844,918 shares remained available for issuance under the ESPP. The second offering period ended on May 31, 2022, for which offering period the Company issued 25,218 shares. The next offering period commenced on June 1, 2022 and will end on November 30, 2022. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 12. Net loss per share attributable to common stockholders The Company’s potential dilutive securities, which include unvested restricted stock, unvested restricted stock units and common stock options, have been excluded from the computation of diluted net loss per share as the effects would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders for the period indicated because including them would have had an anti-dilutive effect: As of September 30, 2022 2021 Unvested restricted stock — 136,908 Unvested restricted stock units 609,400 — Outstanding options to purchase common stock 7,555,094 5,905,521 Total 8,164,494 6,042,429 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income taxes Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax basis of assets and liabilities using statutory rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. Due to the uncertainty surrounding the realization of the favorable tax attributes in future tax returns, the Company has recorded a full valuation allowance against the Company’s otherwise recognizable net deferred tax assets. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related party transactions An executive officer of Beam was a board member of the Company until August 2022. In October 2020, the Company and Beam entered into a materials exchange agreement wherein the parties agreed that Beam would provide certain mRNA, gRNA, and protein to the Company and that the Company would provide certain gRNAs to Beam at an agreed upon price per each material provided. For the three and nine months ended September 30, 2021, the Company recognized $ 0.0 million and $ 0.2 million, respectively, as a reduction to research and development expense related to reimbursements received for materials sold to Beam. For the three and nine months ended September 30, 2022, the Company recognized $ 0.4 million as a reduction to research and development expense related to reimbursements received for materials sold to Beam . In October 2021, the Company entered into a sublease agreement with Beam for laboratory and office space in Cambridge, Massachusetts. The sublease commenced in December 2021 . Total expenses incurred under this sublease were $ 0.5 million and $ 1.4 million for the three and nine months ended September 30, 2022, respectively. An executive of Broad was a board member of the Company until May 2021. In March 2019, the Company simultaneously entered into the Harvard/Broad License Agreement and Broad License Agreement for certain base editing technologies pursuant to which the Company received exclusive, worldwide, sublicensable, royalty-bearing licenses under specified patent rights to develop and commercialize licensed products and nonexclusive, worldwide, sublicensable, royalty-bearing licenses under certain patent rights to research and develop licensed products. Additional consideration under the license agreements include success payments. See Note 8, "License agreements." |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent events The Company evaluated all subsequent events and determined there are no material recognized or unrecognized subsequent events requiring disclosure, other than as indicated in Note 1, "Nature of business and basis of presentation", with respect to sales of the Company's stock under the Sales Agreement with Jefferies. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents and restricted cash Restricted cash represents collateral provided for letters of credit issued as security deposits in connection with the Company’s leases of its corporate facilities. A reconciliation of the cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same amounts shown in the statement of cash flows is as follows: September 30, September 30, (in thousands) 2022 2021 Cash and cash equivalents $ 277,019 $ 148,134 Restricted cash 4,824 5,237 Total cash, cash equivalents and restricted cash $ 281,843 $ 153,371 |
Recently Adopted Accounting Pronouncements | Recently adopted accounting pronouncements |
Leases | Leases During the quarter ended September 30, 2021, the Company early adopted ASC Topic 842, “Leases” (“ASC 842”) using the revised modified retrospective approach as of January 1, 2021. The unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2021 have been retroactively adjusted to reflect the adoption of ASC 842, including retroactive adjustments to the unaudited interim condensed consolidated statement of cash flows and certain additional footnote disclosures as included herein. The adoption of ASC 842 had no material impact to the Company’s unaudited condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2021. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. The lease liability is measured at the present value of future lease payments, discounted using the discount rate as of the lease commencement date. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the incremental borrowing rate, which is the rate incurred to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. The Company recognizes a corresponding lease right of use (“ROU”) asset, initially measured as the amount of lease liability, adjusted for any initial lease costs or lease payments made before or at the commencement of the lease, and reduced by any lease incentives. The Company’s leases consist of only operating leases. Operating leases are recognized on the balance sheet as ROU lease assets, lease liabilities current and lease liabilities non-current. Fixed rents are included in the calculation of the lease balances while certain variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis. |
Revenue Recognition | Revenue Recognition The Company enters into collaboration agreements which are within the scope of ASC Topic 606, "Revenue from Contracts with Customers" (“ASC 606”), under which the Company licenses rights to certain of the Company’s product candidates and performs research and development services. The terms of these arrangements typically include payment of one or more of the following: non-refundable, upfront fees; reimbursement of research and development costs; development, regulatory, and commercial milestone payments; and royalties on net sales of licensed products. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. The promised goods or services in the Company’s arrangements typically consist of license rights to the Company’s intellectual property and research and development services. The Company provides options to additional items in the contracts, which are accounted for as separate contracts when the customer elects to exercise such options, unless the option provides a material right to the customer. The Company evaluates the customer options for material rights, or options to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available and whether the goods or services are integral or dependent to other goods or services in the contract. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the number of potential payments and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected amount method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration which is included in the transaction price may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The Company’s contracts often include development and regulatory milestone payments which are assessed under the most likely amount method and constrained if it is probable that a significant revenue reversal would occur. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues in the period of adjustment. To date, the Company has not recognized any consideration related to the achievement of development, regulatory, or commercial milestone revenue resulting from any of the Company’s collaboration arrangements. For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any consideration related to sales-based royalty revenue resulting from any of the Company’s collaboration arrangements. The Company allocates the transaction price based on the estimated stand-alone selling price of each of the performance obligations. The Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the stand-alone selling price for service obligations, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs. Additionally, in determining the standalone selling price for material rights, the Company utilizes comparable transactions, clinical trial success probabilities, and estimates of option exercise likelihood. Variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts the Company would expect to receive for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Upfront payments and fees are recorded as deferred revenue upon receipt or when due until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | A reconciliation of the cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same amounts shown in the statement of cash flows is as follows: September 30, September 30, (in thousands) 2022 2021 Cash and cash equivalents $ 277,019 $ 148,134 Restricted cash 4,824 5,237 Total cash, cash equivalents and restricted cash $ 281,843 $ 153,371 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Securities by Security | Marketable securities by security type consisted of the following: September 30, 2022 (in thousands) Amortized Gross Gross Fair U.S. treasury bills and notes $ 142,678 $ — $ ( 639 ) $ 142,039 U.S. agency securities 131,933 3 ( 284 ) 131,652 Total $ 274,611 $ 3 $ ( 923 ) $ 273,691 December 31, 2021 (in thousands) Amortized Gross Gross Fair U.S. treasury bills and notes $ 277,559 $ — $ ( 218 ) $ 277,341 U.S. agency securities 18,781 — ( 10 ) 18,771 Total $ 296,340 $ — $ ( 228 ) $ 296,112 *The Company reviews its marketable securities for impairment each period whenever the fair value of a marketable security is less than the amortized cost and evidence indicates that a marketable security’s carrying amount is not recoverable. As of September 30, 2022 and December 31, 2021, the Company expected its investments to recover through the remaining term of the security and concluded no impairment existed. |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, net | Property and equipment, net, consist of the following: (in thousands) September 30, 2022 December 31, 2021 Lab equipment $ 15,887 $ 8,567 Furniture and fixtures 2,452 566 Computer equipment 739 158 Leasehold improvements 293 266 Total property and equipment 19,371 9,557 Less accumulated depreciation ( 4,212 ) ( 2,333 ) Property and equipment, net $ 15,159 $ 7,224 |
Schedule of Depreciation Expense | The following table summarizes depreciation expense incurred: Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 Depreciation expense $ 717 $ 412 $ 1,879 $ 1,063 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Instruments, Assets and Liabilities | The following tables set forth the fair value of the Company’s financial instruments by level within the fair value hierarchy: As of September 30, 2022 (in thousands) Fair Level 1 Level 2 Level 3 Assets Money market funds $ 184,677 $ 184,677 $ — $ — Marketable securities: U.S. treasury bills and notes 142,039 — 142,039 — U.S. agency securities 131,652 — 131,652 — Total assets $ 458,368 $ 184,677 $ 273,691 $ — Liabilities Success payment liability $ 5,062 $ — $ — $ 5,062 Total liabilities $ 5,062 $ — $ — $ 5,062 As of December 31, 2021 (in thousands) Fair Level 1 Level 2 Level 3 Assets Money market funds $ 58,127 $ 58,127 $ — $ — Marketable securities: U.S. treasury bills and notes 277,341 — 277,341 — U.S. agency securities 18,771 — 18,771 — Total assets $ 354,239 $ 58,127 $ 296,112 $ — Liabilities Success payment liability $ 4,371 $ — $ — $ 4,371 Total liabilities $ 4,371 $ — $ — $ 4,371 |
Schedule of Fair Value Liabilities Measured on Recurring Basis | The primary inputs used in valuing the success payments liability associated with the Company’s realization of a certain valuation threshold, were as follows: At At Fair value of common stock (per share) $ 34.35 $ 36.87 Equity volatility 87 % 77 % |
Schedule of Reconciliation of Changes in Fair Value of Financial Instruments | The reconciliation of changes in the fair value of financial instruments based on Level 3 inputs for the nine months ended September 30, 2022 is as follows: (in thousands) Success Balance at December 31, 2021 $ 4,371 Changes in fair value 691 Balance at September 30, 2022 $ 5,062 The reconciliation of changes in the fair value of financial instruments based on Level 3 inputs for the nine months ended September 30, 2021 is as follows: (in thousands) Antidilution rights liability Success Total Balance at December 31, 2020 $ 6,916 $ 2,806 $ 9,722 Issuance of common stock ( 32,490 ) - ( 32,490 ) Changes in fair value 25,574 8,954 34,528 Balance at September 30, 2021 $ — $ 11,760 $ 11,760 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: (in thousands) September 30, December 31, Accrued external research and development expenses $ 8,543 $ 5,041 Employee compensation and related benefits 6,305 6,050 License and milestone payments 310 — Professional fees 1,882 1,109 Other 2,609 792 Total $ 19,649 $ 12,992 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Components of Operating Lease Cost | The components of operating lease cost were as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 Operating lease costs $ 1,356 $ 495 $ 2,366 $ 1,418 Variable lease costs 428 187 885 530 Total $ 1,784 $ 682 $ 3,251 $ 1,948 |
Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases was as follows: Nine months ended September 30, (in thousands) 2022 2021 Cash paid for amounts included in the measurements of lease liabilities: Operating cash flows related to operating leases $ 2,898 $ 1,492 |
Schedule of Future Minimum Lease Commitments under Non-Cancellable Leases | Future minimum commitments under non-cancellable leases as of September 30, 2022 were as follows: Years ending December 31, Amount (in thousands) Remainder of 2022 $ 2,237 2023 9,868 2024 10,563 2025 10,868 2026 11,183 Thereafter 74,242 Total lease payments $ 118,961 Less: interest ( 38,760 ) Present value of operating lease liabilities $ 80,201 |
Collaboration and License Agr_2
Collaboration and License Agreements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Collaboration and License Agreements [Abstract] | |
Schedule of transaction price separate performance obligations | As such, based on the relative standalone selling price for each of the three material rights, the allocation of the transaction price to the separate performance obligations is as follows: Performance obligation Amount (in thousands) Research services obligation $ 5,845 First licensed agent material right 6,667 Second licensed agent material right 6,667 Third licensed agent material right 6,666 Total $ 25,845 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Based Compensation Expense | Stock-based compensation expense recorded in the condensed consolidated statements of operations and comprehensive loss is as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 Research and development $ 3,216 $ 1,285 $ 8,637 $ 2,306 General and administrative 2,704 1,008 7,136 2,008 Total stock-based compensation expense $ 5,920 $ 2,293 $ 15,773 $ 4,314 |
Schedule of Stock Option Activity | The following table provides a summary of stock option activity during the nine months ended September 30, 2022: Number of Weighted Weighted Aggregate (2) Outstanding at December 31, 2021 6,119,295 $ 9.44 Granted 2,324,850 28.02 Exercised ( 586,202 ) 2.96 Forfeited ( 302,849 ) 20.93 Outstanding at September 30, 2022 7,555,094 $ 15.28 8.4 $ 149,809 Exercisable at September 30, 2022 2,261,038 $ 5.64 7.7 $ 65,691 Expected to vest after September 30, 2022 (1) 5,294,056 $ 19.40 8.8 $ 84,118 (1) This represents the number of unvested options outstanding as of September 30, 2022 that are expected to vest in the future. (2) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that were in the money as of September 30, 2022 . As of September 30, 2022 , there was $ 64.8 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately 2.7 years. |
Schedule of Status and Change in Unvested Restricted Stock | A summary of the status of and change in unvested restricted stock units as of September 30, 2022 was as follows: Shares Weighted- Unvested restricted stock units as of December 31, 2021 32,000 $ 36.58 Restricted stock units granted 609,550 $ 21.83 Restricted stock units forfeited ( 32,150 ) $ 25.21 Unvested restricted stock units as of September 30, 2022 609,400 $ 22.43 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Potential Common Shares, Based on Amounts Outstanding at Period End were Excluded From the Computation of Diluted Net Loss Per Share Attributable to Common Stockholders | The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders for the period indicated because including them would have had an anti-dilutive effect: As of September 30, 2022 2021 Unvested restricted stock — 136,908 Unvested restricted stock units 609,400 — Outstanding options to purchase common stock 7,555,094 5,905,521 Total 8,164,494 6,042,429 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Jul. 31, 2022 | Jul. 25, 2022 | Jul. 18, 2022 | Jan. 01, 2022 | Sep. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 21, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||
Common stock shares issued | 60,443,175 | 60,443,175 | 48,511,735 | |||||||
Common Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Issuance of common stock, value | $ 61 | $ 61 | $ 49 | |||||||
Offering Costs | $ 200,000 | |||||||||
Shares issued and sold | 216,930 | |||||||||
Stock Issued During Period, Value, New Issues | $ 281,584 | $ (32,490) | ||||||||
Proceeds from initial public offering, net of underwriting discount | $ 0 | $ 285,214 | ||||||||
Net proceeds from sale of common stock | $ 7,300 | |||||||||
Sale of common stock for future issuance | 7,057,629 | 7,057,629 | ||||||||
Cash, cash equivalents, and marketable securities | $ 550,700 | $ 550,700 | ||||||||
Commission on aggregate gross sale proceeds | 3% | |||||||||
Sales Agreement | ||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||
Common stock shares issued | 1,063,238 | 1,063,238 | ||||||||
Shares issued and sold | 216,930 | |||||||||
Net proceeds from sale of common stock | $ 7,300 | $ 36,000 | ||||||||
Public offering | ||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||
Common stock shares issued | 1,250,000 | 1,250,000 | ||||||||
Underwriting discounts and offering expenses | $ 15,800 | $ 15,500 | ||||||||
Offering Costs | $ 300 | |||||||||
Shares issued and sold | 9,583,334 | 9,583,334 | ||||||||
Net proceeds from sale of common stock | $ 242,900 | $ 242,900 | ||||||||
Common Stock Offering Price Per Share | $ 27 | $ 27 | ||||||||
Vertex Pharmaceuticals [Member] | ||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||
Price Per Share | $ 23.03 | |||||||||
Aggregate purchase price per share | $ 35,000 | |||||||||
Public offering price per share | $ 23.03 | |||||||||
Sale of common stock for future issuance | 1,519,756 | |||||||||
Vertex Pharmaceuticals [Member] | Strategic License and Collaboration Agreement [Member] | ||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||
Non Refundable Upfront Payment | $ 25,000 | |||||||||
Success payments for each product | 22,000 | |||||||||
Development and commercial milestone payments under collaboration agreement | 340,000 | |||||||||
Vertex Pharmaceuticals [Member] | Maximum | Strategic License and Collaboration Agreement [Member] | ||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||
Success payments for each product | $ 66,000 | |||||||||
IPO | ||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||
Reverse stock split | one-for-9.2595 | |||||||||
Shares issued upon conversion of preferred stock | 27,720,923 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 277,019 | $ 64,330 | $ 148,134 | |
Restricted cash | 4,824 | 5,237 | ||
Total cash, cash equivalents and restricted cash | $ 281,843 | $ 69,567 | $ 153,371 | $ 9,456 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating lease liability | $ 80,201 | |
Operating lease right-of-use assets | $ 91,332 | $ 1,839 |
Marketable securities - Schedul
Marketable securities - Schedule of Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Marketable Securities [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost, Total | $ 274,611 | $ 296,340 |
Gross unrealized gains | 3 | 0 |
Gross unrealized losses | (923) | (228) |
Fair value | 273,691 | 296,112 |
U.S. Treasury Bills and Notes [Member] | ||
Marketable Securities [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost, Total | 142,678 | 277,559 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | (639) | (218) |
Fair value | 142,039 | 277,341 |
U.S. Agency Securities [Member] | ||
Marketable Securities [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost, Total | 131,933 | 18,781 |
Gross unrealized gains | 3 | 0 |
Gross unrealized losses | (284) | (10) |
Fair value | $ 131,652 | $ 18,771 |
Marketable securities - Additio
Marketable securities - Additional Information (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Marketable Securities [Line Items] | ||
Remaining contractual maturities of marketable securities term | 1 year | 1 year |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 19,371 | $ 9,557 |
Less accumulated depreciation | (4,212) | (2,333) |
Property and equipment, net | 15,159 | 7,224 |
Lab equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 15,887 | 8,567 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 293 | 266 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 2,452 | 566 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 739 | $ 158 |
Property and equipment, net -_2
Property and equipment, net - Schedule of Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 717 | $ 412 | $ 1,879 | $ 1,063 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 717 | $ 412 | $ 1,879 | $ 1,063 |
Fair value of financial instr_3
Fair value of financial instruments - Summary of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Total assets | $ 458,368 | $ 354,239 |
Liabilities | ||
Total liabilities | 5,062 | 4,371 |
Success Payment Liability | ||
Liabilities | ||
Total liabilities | 5,062 | 4,371 |
U.S. Treasury Bills and Notes | ||
Assets | ||
Total assets | 142,039 | 277,341 |
U.S. Agency Securities | ||
Assets | ||
Total assets | 131,652 | 18,771 |
Level 1 | ||
Assets | ||
Total assets | 184,677 | 58,127 |
Liabilities | ||
Total liabilities | 0 | 0 |
Level 1 | Success Payment Liability | ||
Liabilities | ||
Total liabilities | 0 | 0 |
Level 1 | U.S. Treasury Bills and Notes | ||
Assets | ||
Total assets | 0 | 0 |
Level 1 | U.S. Agency Securities | ||
Assets | ||
Total assets | 0 | 0 |
Level 2 | ||
Assets | ||
Total assets | 273,691 | 296,112 |
Liabilities | ||
Total liabilities | 0 | 0 |
Level 2 | Success Payment Liability | ||
Liabilities | ||
Total liabilities | 0 | 0 |
Level 2 | U.S. Treasury Bills and Notes | ||
Assets | ||
Total assets | 142,039 | 277,341 |
Level 2 | U.S. Agency Securities | ||
Assets | ||
Total assets | 131,652 | 18,771 |
Level 3 | ||
Assets | ||
Total assets | 0 | 0 |
Liabilities | ||
Total liabilities | 5,062 | 4,371 |
Level 3 | Success Payment Liability | ||
Liabilities | ||
Total liabilities | 5,062 | 4,371 |
Level 3 | U.S. Treasury Bills and Notes | ||
Assets | ||
Total assets | 0 | 0 |
Level 3 | U.S. Agency Securities | ||
Assets | ||
Total assets | 0 | 0 |
Money Market Funds | ||
Assets | ||
Total assets | 184,677 | 58,127 |
Money Market Funds | Level 1 | ||
Assets | ||
Total assets | 184,677 | 58,127 |
Money Market Funds | Level 2 | ||
Assets | ||
Total assets | 0 | 0 |
Money Market Funds | Level 3 | ||
Assets | ||
Total assets | $ 0 | $ 0 |
Fair value of financial instr_4
Fair value of financial instruments - Summary of Assets and Liabilities Measured at Fair Value (Parenthetical) (Details) $ in Millions | Sep. 30, 2021 USD ($) |
Harvard and Board | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Success payment liability, current portion | $ 6.3 |
Fair value of financial instr_5
Fair value of financial instruments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Cash equivalents | $ 184,700 | $ 184,700 | $ 58,100 | ||||
Common stock shares issued | 60,443,175 | 60,443,175 | 48,511,735 | ||||
Issuance of common stock, value | $ 61 | $ 61 | $ 49 | ||||
Other Income | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Success Payment Liability, Payable | 3,300 | 700 | |||||
Servicing Liability at Fair Value, Period Increase (Decrease) | $ 700 | $ 9,000 | |||||
Harvard and Board | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Success payment liability, payable | 10,000,000 | 10,000,000 | |||||
Success payment liability | 6,300 | 6,300 | $ 300 | ||||
Success payment liability, current portion | $ 6,300 | $ 6,300 | |||||
Harvard | Maximum | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Success payment liability, payable | $ 31,300 | $ 31,300 | |||||
Broad License Agreement | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Common stock shares issued | 276,075 | 276,075 | |||||
Antidilution Rights Liability | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Common stock shares issued | 878,098 | ||||||
Issuance of common stock, value | $ 32,500 | ||||||
Antidilution Rights Liability | Other Expense | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Increase in liabilities | $ 25,600 |
Fair value of financial instr_6
Fair value of financial instruments - Schedule of Fair Value Liabilities Measured on Recurring Basis (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of common stock (per share) | $ 34.35 | $ 36.87 |
Equity Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity volatility | 87% | 77% |
Fair value of financial instr_7
Fair value of financial instruments - Schedule of Reconciliation of Changes in Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | $ 9,722 | ||
Issuance of common stock | $ 281,584 | (32,490) | |
Changes in fair value | 34,528 | ||
Ending balance | 11,760 | ||
Antidilution Rights Liability | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 6,916 | ||
Issuance of common stock | (32,490) | ||
Changes in fair value | 25,574 | ||
Ending balance | 0 | ||
Success Payment Liability | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | $ 4,371 | 2,806 | |
Issuance of common stock | 0 | ||
Changes in fair value | (691) | 8,954 | |
Ending balance | $ 5,062 | $ 11,760 |
Accrued expenses - Schedule of
Accrued expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued external research and development expenses | $ 8,543 | $ 5,041 |
Employee compensation and related benefits | 6,305 | 6,050 |
License and milestone payments | 310 | 0 |
Professional fees | 1,882 | 1,109 |
Other | 2,609 | 792 |
Total | $ 19,649 | $ 12,992 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 19, 2021 USD ($) ft² | Oct. 31, 2021 USD ($) ft² | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jan. 31, 2022 ft² | |
Lessee, Lease, Description [Line Items] | |||||||
Increase in Right-Of-Use assets | $ 91,800 | ||||||
Increase in operating lease liability | $ 80,800 | $ (2,841) | $ (1,419) | ||||
Lease Noncancelable Term | 12 months | ||||||
Lessee, Operating Lease, Option to Extend | The Company had the option to extend the sublease for one extension term of three months by written notice not less than six months prior to the expiration of the sublease term. The Company did not exercise this option. | ||||||
Lease Commencement Date | 2021-12 | ||||||
Operating lease incremental borrowing rate | 7.89% | 1.57% | 7.89% | 1.57% | |||
Weighted average remaining lease term | 10 months 9 days | 1 year 2 months 12 days | 10 months 9 days | 1 year 2 months 12 days | |||
Operating Lease, Payments | $ 2,898 | $ 1,492 | |||||
New Amendment [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease area | ft² | 105,182 | ||||||
Additional Lease Area | ft² | 249 | ||||||
Premises | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease area | ft² | 104,933 | 11,931 | |||||
Lease not yet commenced , lease term | 10 years | ||||||
Option to extend, lease not yet commenced | five years | ||||||
Tenant improvements allowance | $ 21,000 | ||||||
Prepaid rent | $ 800 | 800 | |||||
Operating Lease, Payments | $ 1,400 | ||||||
Base Rent | $ 800 | ||||||
Increase (decrease) in rent | 3% | ||||||
Premises | Letter of Credit | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Letter of credit issued | 4,800 | ||||||
Letter of credit reduced value | $ 3,500 | ||||||
ASC 842 | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Short-Term Lease, Cost | $ 200 | $ 500 | $ 600 | $ 1,700 |
Leases - Summary of Components
Leases - Summary of Components of Operating Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lease, Cost [Abstract] | ||||
Operating lease costs | $ 1,356 | $ 495 | $ 2,366 | $ 1,418 |
Variable lease costs | 428 | 187 | 885 | 530 |
Total | $ 1,784 | $ 682 | $ 3,251 | $ 1,948 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash paid for amounts included in the measurements of lease liabilities [Abstract] | ||
Operating cash flows related to operating leases | $ 2,898 | $ 1,492 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Commitments under Non-Cancellable Operating Leases (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
Remainder of 2022 | $ 2,237 |
2023 | 9,868 |
2024 | 11,183 |
2025 | 10,868 |
2026 | 10,563 |
Thereafter | 74,242 |
Total lease payments | 118,961 |
Less: interest | (38,760) |
Present value of operating lease liabilities | $ 80,201 |
License Agreements - Additional
License Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||
Jul. 05, 2022 | Oct. 31, 2021 | Apr. 30, 2019 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Oct. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2022 | |
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Research and development expenses | $ 35,197,000 | $ 17,495,000 | $ 92,811,000 | $ 42,263,000 | ||||||||||
Common stock shares issued | 60,443,175 | 48,511,735 | 60,443,175 | |||||||||||
Issuance of common stock | $ 281,584,000 | (32,490,000) | ||||||||||||
Issuance of common stock, value | $ 61,000 | $ 49,000 | $ 61,000 | |||||||||||
Non-US | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Payment of sales based milestone | $ 7,500,000 | |||||||||||||
Broad License Agreement | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Common stock shares issued | 276,075 | 276,075 | ||||||||||||
Issuance of common stock | $ 300,000 | |||||||||||||
Preferred stock financing partially satisfied | $ 100,000 | |||||||||||||
Preferred stock financing were fully satisfied | $ 500,000 | |||||||||||||
Common stock issued for partly satisfying preferred stock financing | $ 121,411 | |||||||||||||
Common stock issued for fully satisfying preferred stock financing | 187,867 | |||||||||||||
Payment of milestone development | 46,200,000 | |||||||||||||
Payment of sales based milestone | 108,000,000 | |||||||||||||
Harvard and Board | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Success payment liability | 6,300,000 | 6,300,000 | $ 300,000 | |||||||||||
Beam License Agreement | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Research and development expenses | $ 0 | 0 | 0 | 0 | ||||||||||
Common stock shares issued | 276,075 | |||||||||||||
Issuance of common stock | $ 300,000 | |||||||||||||
Payment of milestone development | 11,300,000 | |||||||||||||
Payment of sales based milestone | $ 15,000,000 | |||||||||||||
Percentage Shares of Development Expense | 35% | 33% | ||||||||||||
Commercializing Profits And Expenses | 35% | |||||||||||||
Beam License Agreement | Non-US | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Payment of milestone development | $ 5,600,000 | |||||||||||||
Acuitas Agreements | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Research and development expenses | 100,000 | 100,000 | 100,000 | 700,000 | ||||||||||
Novartis license agreement | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Non-Refundable Upfront License Fees Paid | 800,000 | |||||||||||||
Payment of sales based milestone | $ 35,000,000 | |||||||||||||
Non Refundable Upfront License Fee | 2,800,000 | |||||||||||||
Clinical And Regulatory Milestone | $ 10,000,000 | |||||||||||||
Milestone related expenses | 0 | |||||||||||||
sell | Beam License Agreement | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Payment of sales based milestone | 200,000 | |||||||||||||
Payment Received for License Agreement Reimbursement of Costs Incurred | $ 400 | $ 0 | 400 | $ 200 | ||||||||||
sell | Beam License Agreement | NZ | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Payment of sales based milestone | $ 300,000 | |||||||||||||
License Agreement | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Non Refundable Upfront License Fee | $ 2,000,000 | |||||||||||||
Clinical And Regulatory Milestone | 9,800,000 | |||||||||||||
Sales Based Milestone | 9,500,000 | |||||||||||||
License Agreement | Broad License Agreement | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Non-Refundable Upfront License Fees Paid | 300,000 | |||||||||||||
License Agreement | sell | Acuitas Agreements | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Payment of sales based milestone | $ 800,000 | |||||||||||||
Antidilution Rights | Broad License Agreement | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Common stock shares issued | 878,098 | 878,098 | ||||||||||||
Issuance of common stock, value | $ 32,500,000 | $ 32,500,000 |
Collaboration and License Agr_3
Collaboration and License Agreements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |
Jul. 18, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Payments to Acquire Commercial Real Estate | $ 165 | ||
Shares issued and sold | 216,930 | ||
Three Licensed Agent | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Fixed consideration amount | $ 20 | ||
Vertex Agreement | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 1,519,756 | ||
Price Per Share | $ 23.03 | ||
Aggregate purchase price | $ 35 | ||
Sale of common stock closed date | Jul. 20, 2022 | ||
Non-refundable upfront payment | $ 25 | ||
Success payments for each product | 22 | ||
Payments to Acquire Commercial Real Estate | $ 175 | ||
Maximum percentage of profit/cost share | 40% | ||
Revenue recognized | $ 0.9 | 0.9 | |
Non-current deferred revenue | 20 | 20 | |
Vertex Agreement | Maximum | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Success payments for each product | $ 66 | ||
Required fee payments | $ 70 | ||
Vertex Agreement | Minimum | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Maximum percentage of profit/cost share | 60% | ||
Required fee payments | $ 25 | ||
Vertex Agreement | Stock Purchase Agreement | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Fixed transaction price | 20 | ||
Fixed transaction price consisting upfront fee | 25 | ||
Upfront fee discount | $ 5 | ||
Shares issued and sold | 1,519,756 | ||
Estimated expected cost reimbursement | $ 5.8 | $ 5.8 | $ 5.8 |
Collaboration and License Agr_4
Collaboration and License Agreements - Schedule of transaction price separate performance obligations (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Performance obligation | $ 25,845 |
Research services obligation [Member] | |
Performance obligation | 5,845 |
First licensed agent material right [Member] | |
Performance obligation | 6,667 |
Second licensed agent material right [Member] | |
Performance obligation | 6,667 |
Third licensed agent material right [Member] | |
Performance obligation | $ 6,666 |
Preferred and Common Stock - Ad
Preferred and Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Jul. 31, 2022 | Jul. 25, 2022 | Jan. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 21, 2021 | |
Subsidiary Sale Of Stock [Line Items] | |||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||
Preferred stock, value per share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Proceeds from issuance of Preferred Stock, net | $ 0 | $ 93,759 | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||
Common stock shares issued | 60,443,175 | 60,443,175 | 48,511,735 | ||||||
Common Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Shares issued and sold | 216,930 | ||||||||
Net proceeds from sale of common stock | $ 7,300 | ||||||||
Sales Agreement | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Common stock shares issued | 1,063,238 | 1,063,238 | |||||||
Shares issued and sold | 216,930 | ||||||||
Net proceeds from sale of common stock | $ 7,300 | $ 36,000 | |||||||
Public offering | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Common stock shares issued | 1,250,000 | 1,250,000 | |||||||
Shares issued and sold | 9,583,334 | 9,583,334 | |||||||
Common Stock Offering Price Per Share | $ 27 | $ 27 | |||||||
Net proceeds from sale of common stock | $ 242,900 | $ 242,900 | |||||||
Underwriting discounts and offering expenses | $ 15,800 | $ 15,500 | |||||||
Vertex Pharmaceuticals [Member] | Stock Purchase Agreement | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Common stock shares issued | 1,519,756 | ||||||||
Common Stock, Par Value | $ 23.03 | ||||||||
Agreegate purchase price | $ 35,000 | ||||||||
Harvard and Board [Member] | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Common stock shares issued | 878,098 | ||||||||
IPO | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Proceeds from issuance of Preferred Stock, net | $ 281,600 | ||||||||
Additional shares of common stock | 2,105,368 | ||||||||
Public price | $ 19 | ||||||||
Proceeds from common stock, gross | $ 306,700 | ||||||||
Shares issued upon conversion of preferred stock | 27,720,923 | ||||||||
Preferred Stock | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||
Preferred Stock | Series B Preferred Stock | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Preferred stock, shares issued | 77,163,022 | ||||||||
Preferred stock, value per share | $ 1.2182 | ||||||||
Proceeds from issuance of Preferred Stock, net | $ 94,000 | ||||||||
Transaction costs on issuance | $ 200 | ||||||||
Common Stock | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Common stock, shares authorized | 200,000,000 | ||||||||
Common Stock, Par Value | $ 0.001 | ||||||||
Common Stock | IPO | |||||||||
Subsidiary Sale Of Stock [Line Items] | |||||||||
Common stock shares issued | 16,141,157 |
Stock-based compensation - Addi
Stock-based compensation - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Jan. 01, 2022 | Sep. 30, 2022 | Jun. 16, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares of common stock reserved for future issuance | 7,057,629 | ||
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized stock-based compensation cost | $ 64.8 | ||
Weighted average period over which unrecognized compensation is expected to be recognized | 2 years 8 months 12 days | ||
Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized stock-based compensation cost | $ 12.2 | ||
Weighted average period over which unrecognized compensation is expected to be recognized | 3 years 8 months 12 days | ||
Twent Eighteen | Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares of common stock reserved for future issuance | 6,885,653 | ||
ESPP | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares of common stock reserved for future issuance | 433,316 | ||
Stock available for issuance under ESPP | 844,918 | ||
Increase in common stock capital shares, reserved for future issuance | 485,117 | 25,218 | |
ESPP | Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of outstanding stock, reserved for issuance | 1% | ||
Increase in common stock capital shares, reserved for future issuance | 1,083,290 | ||
2021 Stock Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares of common stock reserved for future issuance | 2,425,587 | 3,466,530 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | an annual increase, to be added on the first day of each fiscal year, commencing on January 1, 2022 and continuing until, and including, January 1, 2031, equal to the lesser of (i) 5% of the number of shares of common stock outstanding on such date | ||
Shares available for future grant | 3,315,775 | ||
2021 Stock Incentive Plan | Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of outstanding stock, reserved for issuance | 5% | ||
2021 Stock Incentive Plan | Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares available for future grant | 609,550 |
Stock-based compensation - Summ
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 Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 5,920 | $ 2,293 | $ 15,773 | $ 4,314 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 3,216 | 1,285 | 8,637 | 2,306 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 2,704 | $ 1,008 | $ 7,136 | $ 2,008 |
Stock-based compensation - Sche
Stock-based compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | ||
Share-Based Payment Arrangement [Abstract] | ||
Number of options, Outstanding, Beginning balance | 6,119,295 | |
Number of options, Granted | 2,324,850 | |
Number of options, Exercised | (586,202) | |
Number of options, Forfeited | (302,849) | |
Number of options, Outstanding, Ending balance | 7,555,094 | |
Number of options, Exercisable | 2,261,038 | |
Number of options, Expected to vest | [1] | 5,294,056 |
Weighted average exercise price, Beginning balance | $ 9.44 | |
Weighted average exercise price, Granted | 28.02 | |
Weighted average exercise price, Exercised | 2.96 | |
Weighted average exercise price, Forfeited | 20.93 | |
Weighted average exercise price, Ending balance | 15.28 | |
Weighted average exercise price, Exercisable | 5.64 | |
Weighted average exercise price, Expected to vest | [1] | $ 19.40 |
Weighted average remaining contractual life (in years), Outstanding | 8 years 4 months 24 days | |
Weighted average remaining contractual life (in years), Exercisable | 7 years 8 months 12 days | |
Weighted average remaining contractual life (in years), Expected to vest | [1] | 8 years 9 months 18 days |
Aggregate intrinsic value, Outstanding | [2] | $ 149,809 |
Aggregate intrinsic value, Exercisable | [2] | 65,691 |
Aggregate intrinsic value, Expected to vest | [1],[2] | $ 84,118 |
[1] This represents the number of unvested options outstanding as of September 30, 2022 that are expected to vest in the future. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that were in the money as of September 30, 2022 . |
Stock-based compensation - Su_2
Stock-based compensation - Summary of the Restricted Stock Units (Details) - RSU | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested RSUs, beginning balance, Unvested | shares | 32,000 |
Restricted stock units granted | shares | 609,550 |
Restricted stock units forfeited | shares | (32,150) |
Unvested RSUs, ending balance, unvested | shares | 609,400 |
Weighted-Average Grant Date Fair Value Per Share, beginning balance, Unvested | $ / shares | $ 36.58 |
Weighted-Average Grant-Date Fair Value, Granted | $ / shares | 21.83 |
Weighted-Average Grant-Date Fair Value, forfeited | $ / shares | 25.21 |
Weighted-Average Grant Date Fair Value Per Share, ending balance, Unvested | $ / shares | $ 22.43 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Potential Common Shares, Based on Amounts Outstanding at Period End were Excluded From the Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 8,164,494 | 6,042,429 |
Unvested Restricted Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 0 | 136,908 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 609,400 | 0 |
Outstanding Options To Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 7,555,094 | 5,905,521 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Success payment liability | $ 5,062 | $ 4,371 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jul. 18, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | |||||
Research and development expenses | $ 35,197 | $ 17,495 | $ 92,811 | $ 42,263 | |
Lease Rent Payment | $ 500 | $ 1,400 | |||
Sale of common stock for future issuance | 7,057,629 | 7,057,629 | |||
Vertex Pharmaceuticals [Member] | |||||
Related Party Transaction [Line Items] | |||||
Sale of common stock for future issuance | 1,519,756 | ||||
Price Per Share | $ 23.03 | ||||
Aggregate purchase price per share | $ 35,000 | ||||
Beam License Agreement | |||||
Related Party Transaction [Line Items] | |||||
Research and development expenses | $ 0 | 0 | $ 0 | 0 | |
Beam | Materials Exchange Agreement | Research and Development | |||||
Related Party Transaction [Line Items] | |||||
Research and development expenses | $ 400 | $ 0 | $ 400 | $ 200 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||||
Jul. 31, 2022 | Jul. 25, 2022 | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||
Issuance of common stock, value | $ 61 | $ 49 | |||
Shares issued and sold | 216,930 | ||||
Common stock shares issued | 60,443,175 | 48,511,735 | |||
Common stock fair value | $ 0.001 | $ 0.001 | |||
Net proceeds from sale of common stock | $ 7,300 | ||||
Offering Costs | $ 200,000 | ||||
Public offering | |||||
Subsequent Event [Line Items] | |||||
Shares issued and sold | 9,583,334 | 9,583,334 | |||
Common stock shares issued | 1,250,000 | 1,250,000 | |||
Common Stock Offering Price Per Share | $ 27 | $ 27 | |||
Net proceeds from sale of common stock | $ 242,900 | $ 242,900 | |||
Underwriting discounts and offering expenses | 15,800 | 15,500 | |||
Offering Costs | $ 300 | ||||
Vertex Pharmaceuticals [Member] | Stock Purchase Agreement | |||||
Subsequent Event [Line Items] | |||||
Agreegate purchase price | $ 35,000 | ||||
Common stock shares issued | 1,519,756 | ||||
Common stock fair value | $ 23.03 |