Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40498 | |
Entity Registrant Name | Century Therapeutics, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-2040295 | |
Entity Address State Or Province | PA | |
Entity Address, Address Line One | 25 N 38th Street, 11th Floor | |
Entity Address, City or Town | Philadelphia | |
Entity Address, Postal Zip Code | 19104 | |
City Area Code | 267 | |
Local Phone Number | 817-5790 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | IPSC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 59,834,968 | |
Entity Central Index Key | 0001850119 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 55,307 | $ 84,265 |
Short-term investments | 114,198 | 231,233 |
Escrow deposits, current | 220 | |
Prepaid expenses and other current assets | 4,198 | 4,003 |
Total current assets | 173,703 | 319,721 |
Property and equipment, net | 81,993 | 82,785 |
Operating lease right-of-use assets | 24,551 | 28,945 |
Restricted cash | 1,979 | 1,979 |
Long-term investments | 114,762 | 51,854 |
Security deposits and non-current assets | 563 | 1,260 |
Total assets | 397,551 | 486,544 |
Current liabilities | ||
Accounts payable | 5,927 | 5,454 |
Accrued expenses and other liabilities | 9,932 | 9,841 |
Deposit liability | 705 | 866 |
Long-term debt, current | 6,502 | |
Deferred revenue, current | 3,871 | 7,154 |
Total current liabilities | 20,435 | 29,817 |
Operating lease liability, long term | 45,535 | 38,698 |
Deposit liability, non-current | 201 | 718 |
Deferred revenue, non-current | 112,150 | 110,834 |
Long-term debt, net | 3,739 | |
Total liabilities | 178,321 | 183,806 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized and 0 shares issued and outstanding at September 30, 2023 and December 31, 2022 | ||
Common stock, $0.0001 par value, 125,236,190 shares authorized; 59,514,582 and 58,473,660 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 6 | 6 |
Additional paid-in capital | 836,901 | 824,292 |
Accumulated deficit | (616,373) | (519,098) |
Accumulated other comprehensive loss | (1,304) | (2,462) |
Total stockholders' equity | 219,230 | 302,738 |
Total liabilities and stockholders' equity | $ 397,551 | $ 486,544 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 125,236,190 | 125,236,190 |
Common Stock, Shares, Issued | 59,514,533 | 58,473,660 |
Common Stock, Shares, Outstanding | 59,514,533 | 58,473,660 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||
Collaboration revenue | $ 148 | $ 2,224 | $ 1,967 | $ 4,678 |
Operating expenses | ||||
Research and development | 22,788 | 25,898 | 70,414 | 71,588 |
General and administrative | 8,986 | 8,064 | 26,117 | 23,615 |
In-process research and development | 4,000 | 4,000 | 10,000 | |
Impairment of long-lived assets | 4,220 | |||
Total operating expenses | 35,774 | 33,962 | 104,751 | 105,203 |
Loss from operations | (35,626) | (31,738) | (102,784) | (100,525) |
Interest expense | (373) | (540) | (1,017) | |
Interest income | 3,486 | 1,411 | 9,167 | 2,370 |
Other income, net | 12 | (24) | (368) | (19) |
Total other income (expense) | 3,498 | 1,014 | 8,259 | 1,334 |
Loss before provision for income taxes | (32,128) | (30,724) | (94,525) | (99,191) |
Provision for income taxes | (592) | (25) | (2,750) | (59) |
Net loss | $ (32,720) | $ (30,749) | $ (97,275) | $ (99,250) |
Net loss per common share Basic (in dollars per share) | $ (0.55) | $ (0.53) | $ (1.65) | $ (1.72) |
Net loss per common share Diluted (in dollars per share) | $ (0.55) | $ (0.53) | $ (1.65) | $ (1.72) |
Weighted average common shares outstanding Basic (in shares) | 59,448,229 | 57,973,541 | 59,087,374 | 57,573,406 |
Weighted average common shares outstanding Diluted (in shares) | 59,448,229 | 57,973,541 | 59,087,374 | 57,573,406 |
Other comprehensive loss | ||||
Net loss | $ (32,720) | $ (30,749) | $ (97,275) | $ (99,250) |
Unrealized gain (loss) on investments | (95) | (165) | 1,157 | (2,931) |
Foreign currency translation | (2) | (5) | (1) | (23) |
Comprehensive loss | $ (32,817) | $ (30,919) | $ (96,119) | $ (102,204) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Beginning balance at Dec. 31, 2021 | $ 5 | $ 785,049 | $ (388,166) | $ (650) | $ 396,238 |
Beginning Balance (in shares) at Dec. 31, 2021 | 55,005,523 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of stock to collaboration partner | $ 1 | 26,812 | 26,813 | ||
Issuance of stock to collaboration partner (in shares) | 2,160,760 | ||||
Issuance of common stock upon the exercise of stock options | 65 | 65 | |||
Issuance of common stock upon the exercise of stock options (in shares) | 85,396 | ||||
Vesting of restricted stock (in shares) | 161,159 | ||||
Vesting of early exercise stock options | 673 | 673 | |||
Vesting of early exercise stock options (in shares) | 173,192 | ||||
Unrealized gain / loss on short-term investments | (1,986) | (1,986) | |||
Foreign currency translation | (6) | (6) | |||
Stock based compensation | 2,380 | 2,380 | |||
Net loss | (37,513) | (37,513) | |||
Ending balance at Mar. 31, 2022 | $ 6 | 814,979 | (425,679) | (2,642) | 386,664 |
Ending Balance (in shares) at Mar. 31, 2022 | 57,586,030 | ||||
Beginning balance at Dec. 31, 2021 | $ 5 | 785,049 | (388,166) | (650) | 396,238 |
Beginning Balance (in shares) at Dec. 31, 2021 | 55,005,523 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Foreign currency translation | (23) | ||||
Net loss | (99,250) | ||||
Ending balance at Sep. 30, 2022 | $ 6 | 821,219 | (487,416) | (3,604) | 330,205 |
Ending Balance (in shares) at Sep. 30, 2022 | 58,184,655 | ||||
Beginning balance at Mar. 31, 2022 | $ 6 | 814,979 | (425,679) | (2,642) | 386,664 |
Beginning Balance (in shares) at Mar. 31, 2022 | 57,586,030 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of stock to collaboration partner | 47 | 47 | |||
Issuance of stock to collaboration partner (in shares) | 31,381 | ||||
Vesting of restricted stock (in shares) | 136,425 | ||||
Vesting of early exercise stock options | 250 | 250 | |||
Vesting of early exercise stock options (in shares) | 104,085 | ||||
Unrealized gain / loss on short-term investments | (780) | (780) | |||
Foreign currency translation | (12) | (12) | |||
Stock based compensation | 2,771 | 2,771 | |||
Net loss | (30,988) | (30,988) | |||
Ending balance at Jun. 30, 2022 | $ 6 | 818,047 | (456,667) | (3,434) | 357,952 |
Ending Balance (in shares) at Jun. 30, 2022 | 57,857,921 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon the exercise of stock options | 138 | 138 | |||
Issuance of common stock upon the exercise of stock options (in shares) | 86,224 | ||||
Vesting of restricted stock (in shares) | 136,425 | ||||
Vesting of early exercise stock options | 248 | 248 | |||
Vesting of early exercise stock options (in shares) | 104,085 | ||||
Unrealized gain / loss on short-term investments | (165) | (165) | |||
Foreign currency translation | (5) | (5) | |||
Stock based compensation | 2,786 | 2,786 | |||
Net loss | (30,749) | (30,749) | |||
Ending balance at Sep. 30, 2022 | $ 6 | 821,219 | (487,416) | (3,604) | 330,205 |
Ending Balance (in shares) at Sep. 30, 2022 | 58,184,655 | ||||
Beginning balance at Dec. 31, 2022 | $ 6 | 824,292 | (519,098) | (2,462) | 302,738 |
Beginning Balance (in shares) at Dec. 31, 2022 | 58,473,660 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon the exercise of stock options | 448 | 448 | |||
Issuance of common stock upon the exercise of stock options (in shares) | 452,102 | ||||
Vesting of restricted stock (in shares) | 95,877 | ||||
Vesting of early exercise stock options | 269 | 269 | |||
Vesting of early exercise stock options (in shares) | 85,145 | ||||
Unrealized gain / loss on short-term investments | 1,196 | 1,196 | |||
Foreign currency translation | (9) | (9) | |||
Stock based compensation | 3,797 | 3,797 | |||
Net loss | (31,264) | (31,264) | |||
Ending balance at Mar. 31, 2023 | $ 6 | 828,806 | (550,362) | (1,275) | 277,175 |
Ending Balance (in shares) at Mar. 31, 2023 | 59,106,784 | ||||
Beginning balance at Dec. 31, 2022 | $ 6 | 824,292 | (519,098) | (2,462) | 302,738 |
Beginning Balance (in shares) at Dec. 31, 2022 | 58,473,660 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Foreign currency translation | (1) | ||||
Net loss | (97,275) | ||||
Ending balance at Sep. 30, 2023 | $ 6 | 836,901 | (616,373) | (1,304) | 219,230 |
Ending Balance (in shares) at Sep. 30, 2023 | 59,514,582 | ||||
Beginning balance at Mar. 31, 2023 | $ 6 | 828,806 | (550,362) | (1,275) | 277,175 |
Beginning Balance (in shares) at Mar. 31, 2023 | 59,106,784 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon the exercise of stock options | 125 | 125 | |||
Issuance of common stock upon the exercise of stock options (in shares) | 118,567 | ||||
Vesting of early exercise stock options | 209 | 209 | |||
Vesting of early exercise stock options (in shares) | 83,645 | ||||
Unrealized gain / loss on short-term investments | 59 | 59 | |||
Foreign currency translation | 9 | 9 | |||
Stock based compensation | 3,285 | 3,285 | |||
Net loss | (33,291) | (33,291) | |||
Ending balance at Jun. 30, 2023 | $ 6 | 832,425 | (583,653) | (1,207) | 247,571 |
Ending Balance (in shares) at Jun. 30, 2023 | 59,308,996 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon the exercise of stock options | 299 | 299 | |||
Issuance of common stock upon the exercise of stock options (in shares) | 131,074 | ||||
Vesting of early exercise stock options | 199 | 199 | |||
Vesting of early exercise stock options (in shares) | 74,512 | ||||
Unrealized gain / loss on short-term investments | (95) | (95) | |||
Foreign currency translation | (2) | (2) | |||
Stock based compensation | 3,978 | 3,978 | |||
Net loss | (32,720) | (32,720) | |||
Ending balance at Sep. 30, 2023 | $ 6 | $ 836,901 | $ (616,373) | $ (1,304) | $ 219,230 |
Ending Balance (in shares) at Sep. 30, 2023 | 59,514,582 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (97,275) | $ (99,250) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 9,492 | 5,602 |
Amortization of deferred financing cost | 94 | 230 |
Non-cash operating lease expense | (2,000) | 1,086 |
Stock based compensation | 11,060 | 7,937 |
Impairment | 4,220 | |
Change in operating assets and liabilities: | ||
Escrow deposit | 220 | 376 |
Prepaid expenses and other assets | 408 | (395) |
Operating lease liability | 11,447 | 3,194 |
Deferred revenue | (1,967) | 118,509 |
Accounts payable | 526 | (3,155) |
Accrued expenses and other liabilities | 1,657 | 2,825 |
Net cash (used in) provided by operating activities | (62,118) | 36,959 |
Cash flows from investing activities | ||
Acquisition of property and equipment | (12,756) | (24,336) |
Acquisition of fixed maturity securities, available for sale | (199,342) | (203,663) |
Sale of fixed maturity securities, available for sale | 254,627 | 219,144 |
Net cash provided by (used in) investing activities | 42,529 | (8,855) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock and ESPP | 872 | 250 |
Payments on long term debt | (10,241) | |
Proceeds from issuance of shares to collaboration partner | 26,813 | |
Net cash (used in) provided by financing activities | (9,369) | 27,063 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (28,958) | 55,167 |
Cash, cash equivalents and restricted cash, beginning of period | 86,244 | 58,162 |
Cash, cash equivalents and restricted cash, end of period | 57,286 | 113,329 |
Supplemental disclosure of cash and non-cash operating activities: | ||
Cash paid for interest | 586 | 778 |
Cash paid for income tax | 911 | |
Release of escrow deposit | 0 | 520 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchase of property and equipment, accrued and unpaid | $ 54 | $ 1,238 |
Organization and description of
Organization and description of the business | 9 Months Ended |
Sep. 30, 2023 | |
Organization and description of the business | |
Organization and description of the business | Note 1—Organization and description of the business Century Therapeutics, Inc. (the “Company”) is an innovative biotechnology company developing transformative allogeneic cell therapies to create products for the treatment of both solid tumor and hematological malignancies with significant unmet medical need. Since inception, the Company has devoted substantially all of its time and efforts to performing research and development activities, building infrastructure and raising capital. The Company is incorporated in the state of Delaware. Century Therapeutics Canada ULC (“Century Canada”) is the Company’s wholly owned subsidiary performing research and development activities in Canada. Principles of Consolidation The consolidated financial statements include the consolidated financial position and consolidated results of operations of the Company and Century Canada. All intercompany balances and transactions have been eliminated in consolidation. Liquidity The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited operating history and its prospects are subject to risks, expenses, and uncertainties frequently encountered by companies in the biotechnology and pharmaceutical industries. These risks include, but are not limited to, the uncertainty of availability of additional financing and the uncertainty of achieving future profitability. Since inception, the Company has incurred net losses. During the three and nine months ended September 30, 2023, the Company incurred a net loss of $32,720 and $97,275, respectively. During the nine months ended September 30, 2023, the Company used $62,118 of cash in operations. Cash and cash equivalents and investments were $284,267 at September 30, 2023. Management expects to incur additional losses in the future to fund its operations and conduct product research and preclinical and clinical development and recognizes the need to raise additional capital to fully implement its business plan. The Company believes it has adequate cash and financial resources to operate for at least the next 12 months from the date of issuance of these consolidated financial statements. Reduction in force In January 2023, the Company's Board of Directors approved, and management implemented a new portfolio prioritization and capital allocation strategy. The resulting changes included pausing investment in CNTY-103 for glioblastoma as well as a discovery program in hematologic malignancies. The Company has shifted focus to CNTY-101 and will accelerate key programs, including one follow-on candidate for lymphoma, CNTY-102, and CNTY-107 for Nectin-4+ solid tumors. In addition, the Company continues its partnered programs with Bristol Myers Squibb. The restructuring plan resulted in a reduction in the Company's workforce of approximately . In connection with the restructuring plan, lab operations in Seattle and Hamilton, Ontario were closed and research activities were consolidated in Philadelphia. |
Summary of significant accounti
Summary of significant accounting policies and basis of presentation | 9 Months Ended |
Sep. 30, 2023 | |
Summary of significant accounting policies and basis of presentation | |
Summary of significant accounting policies and basis of presentation | Note 2—Summary of significant accounting policies and basis of presentation Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the interim period reporting requirements of Form 10-Q and Article 10 of Regulation S-X. The consolidated balance sheet as of September 30, 2023, the consolidated statements of operations and comprehensive loss, and consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and the consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 are unaudited, but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for any interim period are not necessarily indicative of results for the year ending December 31, 2023 or for any other subsequent interim period. The consolidated balance sheet at December 31, 2022 has been derived from the Company’s audited consolidated financial statements. Certain prior year information has been reclassified to conform to the fiscal year 2023 presentation. Segment information Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages the business as one operating segment. Use of estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuations supporting stock compensation, the estimation of the incremental borrowing rate for operating leases and standalone selling prices of performance obligations in collaboration agreements. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. Concentration of credit risk and other risks and uncertainties Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist of cash, cash equivalents, U.S. Treasury bills and bonds, as well as corporate bonds. Cash and cash equivalents, as well as short and long-term investments include a checking account and asset management accounts held by a limited number of financial institutions. At times, such deposits may be in excess of insured limits. As of September 30, 2023 and December 31, 2022, the Company has not experienced any losses on its deposits of cash and cash equivalents. The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, uncertainty of market acceptance of its products, competition from substitute products and larger companies, protection of proprietary technology, strategic relationships, and dependence on key individuals. Products developed by the Company require clearances from the U.S. Food and Drug Administration (the “FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance the Company’s future products will receive the necessary clearances. If the Company was denied clearance, clearance was delayed, or if the Company was unable to maintain clearance, it could have a material adverse impact on the Company. Fair value of financial instruments The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: Level 1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; Level 3 Inputs are unobservable in which there is little or no market data available, which require the reporting entity to develop its own assumptions that are unobservable. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. Cash and cash equivalents Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents. Restricted cash As of September 30, 2023 and December 31, 2022, the Company had $1,979 in cash on deposit to secure certain lease commitments. Restricted cash is recorded separately in the Company’s consolidated balance sheets. The following provides a reconciliation of the Company’s cash, cash equivalents, and restricted cash as reported in the consolidated balance sheets to the amounts reported in the consolidated statements of cash flows: September 30, 2023 December 31, 2022 Cash and cash equivalents $ 55,307 $ 84,265 Restricted cash 1,979 1,979 Cash, cash equivalents, and restricted cash $ 57,286 $ 86,244 Investments The Company invests in fixed maturity securities including U.S. Treasury bills and bonds as well as corporate bonds. The investments are classified as available-for-sale and reported at fair value. Unrealized gains or losses are determined by comparing the fair market value of the securities with their cost or amortized cost. Realized gains and losses on investments are recorded on the trade date and are included in the statement of operations. Unrealized gains and losses on investments are recorded in other comprehensive income (loss) on the consolidated statements of operations and comprehensive loss. The cost of securities sold is based on the specified identification method. Investment income is recognized as earned and discounts or premiums arising from the purchase of debt securities are recognized in investment income using the interest method over the remaining term of the security. Securities with an original maturity date greater than three months that mature within one year of the balance sheet date are classified as short-term, while investments with a maturity date greater than one year are classified as long-term. Property and equipment, net Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally five years . Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining term of the lease. Construction in progress includes direct cost related to the construction of leasehold improvements and is stated at original cost. Such costs are not depreciated until the asset is completed and placed into service. Once the asset is placed into service, these capitalized costs will be allocated to leasehold improvements and will be depreciated over the shorter of the asset’s useful life or the remaining term of the lease. Computer software and equipment includes implementation costs for cloud-based software and network equipment. Expenditures for major additions and improvements are capitalized, while minor replacements, maintenance, and repairs are charged to expense as incurred. When property is retired or otherwise disposed of, the costs and accumulated depreciation are removed from the respective accounts, with any resulting gain or loss recognized concurrently. Research and development expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of salaries, payroll taxes, employee benefits, stock compensation, materials, supplies, rent, depreciation on and maintenance of research equipment with alternative future use, and the cost of services provided by outside contractors. All costs associated with research and development are expensed as incurred. Clinical trial costs are a component of research and development expenses. The Company expenses costs for its clinical trial activities performed by third parties, including clinical research organizations and other service providers, as they are incurred, based upon estimates of the work completed over the life of the individual study in accordance with associated agreements. The Company uses information it receives from internal personnel and outside service providers to estimate the clinical trial costs incurred. Stock-based compensation Employees, consultants and members of the board of directors of the Company have received stock options and restricted stock of the Company. The Company recognizes the cost of the stock-based compensation incurred as its employees and board members vest in the awards. The Company accounts for stock-based compensation arrangements in accordance with provisions of Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. ASC 718 requires the recognition of compensation expense, using a fair-value based method, for costs related to all share-based payments including stock options. ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model (“Black Scholes”) to determine the fair value of options granted. The Company’s stock-based awards are subject to service-based vesting conditions and performance-based vesting conditions. Compensation expense related to awards to employees and directors with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. For performance-based awards, the Company reassesses at each reporting date whether achievement of the performance condition is probable and accrues compensation expense if and when achievement of the performance condition is probable. Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. Due to the lack of a public market for the Company’s common stock prior to its initial public offering (“IPO”) and lack of company-specific historical and implied volatility data, the Company based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with expected term assumption. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be Warrants The Company has issued warrants that have been recognized as equity, and the fair value is recorded into additional paid-in capital in the accompanying consolidated balance sheets. Warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging—Contracts in Entity’s Own Equity, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. The Company’s warrants issued are in connection with its long-term debt and in connection with services provided by consultants, and are equity classified on the accompanying consolidated balance sheets. Equity classified warrants are accounted for at fair value on the issuance date, using Black Scholes, with no changes in fair value recognized after the issuance date. Foreign currency translation The reporting currency of the Company is the U.S. dollar. The functional currency of Century Canada is the Canadian dollar. Assets and liabilities of Century Canada are translated into U.S. dollars based on exchange rates at the end of each reporting period. Expenses are translated at average exchange rates during the reporting period. Gains and losses arising from the translation of assets and liabilities are included as a component of accumulated other comprehensive loss or income on the Company’s consolidated balance sheets. Gains and losses resulting from foreign currency transactions are reflected within the Company’s consolidated statements of operations and comprehensive loss. The Company has not utilized any foreign currency hedging strategies to mitigate the effect of its foreign currency exposure. Intercompany payables and receivables are considered to be long-term in nature and any change in balance due to foreign currency fluctuation is included as a component of the Company’s consolidated comprehensive loss and accumulated other comprehensive loss within the Company’s consolidated balance sheets. Basic and diluted net loss per common shares Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. The Company computes diluted net loss per common share by dividing the net loss applicable to common shareholders by the sum of the weighted-average number of common shares outstanding during the period plus the potential dilutive effects of its warrants, restricted stock and stock options to purchase common shares, but such items are excluded if their effect is anti-dilutive. Because the impact of these items is anti-dilutive during periods of net loss, there were no differences between the Company’s basic and diluted net loss per common share for the three and nine months ended September 30, 2023 and 2022. Early exercised options The Company allowed certain of its employees and its consultants to exercise options granted under the 2018 Stock Option and Grant Plan (the “2018 Incentive Plan”) (Note 16) prior to vesting and prior to its IPO. The shares related to early exercised stock options are subject to the Company’s repurchase right upon termination of employment or services at the lesser of the original purchase price or fair market value at the time of repurchase. In order to vest, the holders are required to provide continued service to the Company. The early exercise by an employee or consultant of a stock option is not considered to be a substantive exercise for accounting purposes, and therefore, the payment received by the employer for the exercise price is recognized as a liability. For accounting purposes, unvested early exercised shares are not considered issued and outstanding and therefore not reflected as issued and outstanding in the accompanying consolidated balance sheets or the consolidated statements of changes in stockholders’ equity (deficit) until the awards vest. The deposits received are initially recorded in deposit liability. The liabilities are reclassified to common stock and additional paid-in-capital as the repurchase right lapses. At September 30, 2023 and December 31, 2022, there were $906 and $1,584, respectively, recorded in deposit liability related to shares held by employees and nonemployees that were subject to repurchase. All shares that were early exercised by the executives of the Company are considered legally issued, however, for accounting purposes, only vested shares are considered issued. Below is a reconciliation of shares issued and outstanding: September 30, 2023 December 31, 2022 Total shares legally outstanding 59,791,497 59,137,491 Less: unvested early exercised shares (227,450) (470,800) Less: unvested restricted stock awards (Note 16) (49,465) (193,031) Total shares issued and outstanding 59,514,582 58,473,660 Income taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations and comprehensive loss. As of September 30, 2023 and December 31, 2022, no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheet. Collaboration revenue The Company may enter into collaboration and licensing agreements with strategic partners for research and development, manufacturing, and commercialization of its product candidates. Payments under these arrangements may include non-refundable, upfront fees; reimbursement of certain costs; customer option fees for additional goods or services; payments upon the achievement of development, regulatory, and commercial milestones; sales of product at certain agreed-upon amounts; and royalties on product sales. The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, (“ASC 606”). This standard applies to all contracts with customers. When an agreement falls under the scope of other standards, such as ASC Topic 808, Collaborative Arrangements, (“ASC 808”), the Company will apply the recognition, measurement, presentation, and disclosure guidance in ASC 606 to the performance obligations in the agreements if those performance obligations are with a customer. Revenue recognized by analogizing to ASC 606 is recorded as collaboration revenue on the statements of operations. 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. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under a collaboration agreement, the Company performs the following 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 on a relative stand-alone selling price basis; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must use its judgment to determine the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price. The estimation of the stand-alone selling price may include such estimates as forecasted revenues and costs, development timelines, discount rates, and probabilities of regulatory and commercial success. The Company also applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, current. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, non-current. If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. 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 not determined to represent a material right, no transaction price is allocated to these options and the Company will account for these options at that time they are exercised. 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. The obligations under the Company’s collaboration agreements may include research and development services to be performed by the Company for or on behalf of the customer. Amounts allocated to these performance obligations are recognized as the Company performs these obligations, and revenue is measured based on an inputs method of costs incurred to date of budgeted costs. Under certain circumstances, the Company may be reimbursed for certain expenses incurred under the research and development services. At the inception of each arrangement that includes development milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the statements of operations in the period of adjustment. Recent accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses of Financial Instruments (ASC 326). The guidance is effective for the Company beginning January 1, 2023 and it changes how entities account for credit losses on the financial assets and other instruments that are not measured at fair value through net income, including available-for-sale debt securities. The adoption of ASC 326 did not have a material impact on the consolidated financial statements . Impairment of Long - Lived Assets The Company reviews its long-lived assets for impairment annually, or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flows it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term discounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. The Company analyzed its long-lived assets for impairment and recorded a $4,220 impairment charge related to property and equipment and its right-of-use assets in its condensed consolidated statements of operations for the nine months ended September 30, 2023. |
Reduction in force
Reduction in force | 9 Months Ended |
Sep. 30, 2023 | |
Reduction in force | |
Reduction in force | Note 3—Reduction in force During the nine months ended September 30, 2023, the Company incurred $2,032 of cash-based expenses related to employee severances, benefits and related costs. In addition, the Company recorded non-cash stock-based compensation charge of related to modification of equity awards for employees impacted by the restructuring during the nine months ended September 30, 2023. There were |
Asset purchase by Century Thera
Asset purchase by Century Therapeutics Canada ULC | 9 Months Ended |
Sep. 30, 2023 | |
Asset purchase by Century Therapeutics Canada ULC | |
Asset purchase by Century Therapeutics Canada ULC | Note 4—Asset purchase by Century Therapeutics Canada ULC On June 9, 2020, Century Canada and the Company entered into an agreement with Empirica Therapeutics, Inc. (“Empirica”), a company focused on the development of adoptive immunotherapies against aggressive and treatment-resistant forms of cancers, including glioblastoma and brain metastasis. Under the terms of the Empirica Agreement, the Company acquired an IPR&D asset. Cash of $4,519 was paid at closing and transaction expenses totaled $203. The Company also deposited $1,506 in escrow (the “Escrow Deposit”). Release of the Escrow Deposit is subject to the terms of a promissory note, which provides for the funds to be released in equal annual installments over a three-year period related to continuing services by certain Empirica shareholders. In July 2021, the first annual installment of $523 was released from the Escrow Deposit. In June 2022, the second annual installment of $517 was released from the Escrow Deposit. In February 2023, the third installment of $494 was released from Escrow Deposit. As of September 30, 2023 and December 31, 2022, accrued compensation expense on the promissory note was |
Financial instruments and fair
Financial instruments and fair value measurements | 9 Months Ended |
Sep. 30, 2023 | |
Financial instruments and fair value measurements | |
Financial instruments and fair value measurements | Note 5—Financial instruments and fair value measurements The following table sets forth the Company’s assets that were measured at fair value as of September 30, 2023 by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Cash equivalents $ 42,911 — — $ 42,911 U.S. Treasury 31,256 — — 31,256 Corporate bonds 199,245 — 199,245 Total $ 74,167 $ 199,245 $ — $ 273,412 The following table sets forth the Company’s assets that were measured at fair value as of December 31, 2022, by level within the fair value hierarchy: Level 1 Level 2 Level 3 Total Cash equivalents $ 77,736 — — $ 77,736 U.S. Treasury 86,475 — — 86,475 Corporate bonds — 196,603 — 196,603 Total $ 164,211 $ 196,603 $ — $ 360,814 There were no transfers between levels The Company classifies all of its investments in fixed maturity debt securities as available-for-sale and, accordingly, are carried at estimated fair value. The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed maturity securities are as follows as of September 30, 2023: Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasury $ 31,319 $ — $ (63) $ 31,256 Corporate bonds 200,406 8 (1,169) 199,245 Total $ 231,725 $ 8 $ (1,232) $ 230,501 The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed maturity securities are as follows as of December 31, 2022: Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasury $ 87,798 $ — $ (1,323) $ 86,475 Corporate bonds 197,668 2 (1,067) 196,603 Total $ 285,466 $ 2 $ (2,390) $ 283,078 The following table provides the maturities of our fixed maturity available-for-sale securities: September 30, 2023 December 31, 2022 Less than one year $ 114,759 $ 231,224 One to five years 115,742 51,854 $ 230,501 $ 283,078 The Company has evaluated the unrealized losses on the fixed maturity securities and determined that they are not attributable to credit risk factors. For fixed maturity securities, losses in fair value are viewed as temporary if the fixed maturity security can be held to maturity and it is reasonable to assume that the issuer will be able to service the debt, both as to principal and interest. At September 30, 2023 and December 31, 2022, the Company had 71 and 42 available-for-sale investment debt securities in an unrealized loss position without an allowance for credit losses, respectively. Unrealized losses on corporate debt securities have not been recognized into income because the issuers’ bonds are of high credit quality (rated BBB+ or higher) and the decline in fair value is largely due to market conditions and or changes in interest rates. Management does not intend to sell and it is likely that management will not be required to sell the securities prior to the anticipated recovery of their amortized cost basis. The issuers continue to make timely payments on the bonds. The fair value is expected to recover as the bond approach maturity. As of September 30, 2023 and December 31, 2022, accrued interest receivable on available-for-sale investment debt securities totaling $1,541 and $0, respectively, is excluded from the estimate of credit losses and is included in prepaid expenses and other current assets. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid expenses and other current assets. | |
Prepaid expenses and other current assets | Note 6—Prepaid expenses and other current assets The following is a summary of prepaid expenses and other current assets: September 30, 2023 December 31, 2022 Research and development $ 46 $ 110 Insurance 1,489 1,454 Software licenses and other 872 1,417 Reimbursement receivable 123 780 Warranties 126 242 Accrued interest receivable 1,542 — Total prepaid expenses and other current assets $ 4,198 $ 4,003 |
Property and equipment, net
Property and equipment, net | 9 Months Ended |
Sep. 30, 2023 | |
Property and equipment, net | |
Property and equipment, net | Note 7—Property and equipment, net The following is a summary of property and equipment, net: September 30, 2023 December 31, 2022 Lab equipment $ 29,303 $ 28,811 Leasehold improvements 68,299 48,951 Construction in progress 567 13,998 Computer software and equipment 3,597 3,132 Furniture and fixtures 1,393 1,548 Total 103,159 96,440 Less: Accumulated depreciation (21,166) (13,655) Property and equipment, net $ 81,993 $ 82,785 Depreciation expense was $3,350 and $2,774 for the three months ended September 30, 2023 and 2022, respectively. The Company recognized in impairment on property and equipment, net during the nine months ended September 30, 2023. See footnote 18, “Impairment of Long-Lived Assets”. Depreciation expense was $9,492 and $5,602 for the nine months ended September 30, 2023 and 2022, respectively. |
Accrued expenses and other liab
Accrued expenses and other liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Accrued expenses and other liabilities. | |
Accrued expenses and other liabilities | Note 8—Accrued expenses and other liabilities The following is a summary of accrued expenses: September 30, 2023 December 31, 2022 Payroll and bonuses $ 5,566 $ 7,062 Interest — 117 Accrued clinical trial related costs 260 314 Professional and legal fees 1,198 1,637 Income tax payable 851 — Operating lease liability, current 2,040 475 Other 17 236 Total accrued expenses and other liabilities $ 9,932 $ 9,841 |
Long-term debt
Long-term debt | 9 Months Ended |
Sep. 30, 2023 | |
Long-term debt | |
Long-term debt | Note 9—Long-term debt The following is a summary of the Company’s indebtedness: September 30, 2023 December 31, 2022 Principal $ — $ 10,000 Plus: End of term fee — 395 Less: Debt discount attributable to warrants, net of accretion — (8) Less: Unamortized deferred financing cost and end of term fee, net of accretion — (146) Long-term debt, net $ — $ 10,241 On September 14, 2020, the Company entered into a $10,000 Term Loan Agreement (as amended, the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”). Pursuant to the terms of the Loan Agreement, the Company borrowed $10,000 (the “Tranche 1 Advance”) from the lenders at closing. The Company granted Hercules a lien on substantially all of the Company’s assets, excluding intellectual property. On May 1, 2023, the Company prepaid the Loan Agreement in full. The total amount paid to Hercules in connection with the prepayment was , which included all outstanding principal, accrued and unpaid interest and end of term and prepayment charges (“the Payoff Amount”). The Payoff Amount included a prepayment charge of , which is being recognized as interest expense and accreted over the term of the Loan Agreement using the effective interest method. Upon receipt by Hercules of the Payoff Amount on May 1, 2023, all obligations, covenants, debts and liabilities of the Company under the Loan Agreement were satisfied and discharged in full, and the Loan Agreement was terminated. The Loan Agreement had a four-year term and an interest-only period of up to 30 months. Amounts borrowed under the Loan Agreement accrue interest at a floating rate per annum (based on a year of 360 days) equal to (i) the sum of (a) the greater of 6.30% plus (b) the prime rate as reported in The Wall Street Journal The Company incurred $410 in deferred financing costs pursuant to the Loan Agreement. The Company issued to Hercules warrants to purchase up to an aggregate of 16,112 shares of common stock. The warrants are exercisable for a period of ten years from the date of the issuance of each warrant at a per share exercise price equal to $13.96, subject to certain adjustments as specified in the warrants. The fair value of the warrants at issuance was $46. The Company accounted for the warrants as equity, and the fair value is recorded in additional paid-in capital. The warrant value is also recorded as a debt discount and classified as a contra-liability on the consolidated balance sheet and amortized to interest expense. Interest expense attributable to the Loan Agreement is as follows: For the Three For the Three Months Ended Months Ended For the Nine Months Ended For the Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Interest expense $ — $ 296 $ 540 $ 787 Amortization of debt issuance costs, including end of term fee accretion — 77 — 230 $ — $ 373 $ 540 $ 1,017 Included in accrued expenses in the accompanying consolidated balance sheets as of September 30, 2023 and December 31, 2022 was $0 and $117 of accrued interest, respectively. |
Bristol-Myers Squibb Collaborat
Bristol-Myers Squibb Collaboration | 9 Months Ended |
Sep. 30, 2023 | |
Bristol-Myers Squibb Collaboration | |
Bristol-Myers Squibb Collaboration | Note 10 – Bristol-Myers Squibb Collaboration On January 7, 2022, the Company entered into the Collaboration Agreement with Bristol-Myers Squibb to collaborate on the research, development and commercialization of iNK and iT cell programs for hematologic malignancies and solid tumors (“Collaboration Program,” and each product candidate a “Development Candidate”). The Collaboration Agreement is within the scope of ASC 808, Collaborative Arrangements as both parties are active participants in the arrangement and are exposed to significant risks and rewards. While this arrangement is in the scope of ASC 808, the Company analogizes to ASC 606 for the accounting for the Collaboration Agreement, including for the delivery of goods and services (i.e., units of account). Revenue recognized by analogizing to ASC 606 is recorded as collaboration revenue in the statements of operations. Pursuant to the Collaboration Agreement, the Company and Bristol-Myers Squibb will initially collaborate on two Collaboration Programs focused on acute myeloid leukemia (“AML”) and multiple myeloma (“MM”), and Bristol-Myers Squibb has the option to add up to two additional Collaboration Programs for an additional fee. The Company is responsible for generating Development Candidates for each Collaboration Program, and Bristol-Myers Squibb has the option to elect to exclusively license the Development Candidates for pre-clinical development, clinical development and commercialization on a worldwide basis (“License Option”). Following Bristol-Myers Squibb’s exercise of the License Option, the Company will be responsible for performing IND-enabling studies, supporting Bristol-Myers Squibb’s preparation and submission of an IND, and manufacturing of clinical supplies until completion of a proof of concept clinical trial. Bristol-Myers Squibb will be responsible for all regulatory, clinical, manufacturing (after the proof of concept clinical trial) and commercialization activities for such Development Candidates worldwide. The Company has the option to co-promote Development Candidates generated from certain specified Collaboration Programs. Under the terms of the Collaboration Agreement, Bristol-Myers Squibb made a non-refundable, upfront cash payment of $100,000 and will pay an exercise fee upon the exercise of the License Option (“Licensed Program” and product candidates developed under a Licensed Program, “Licensed Products”). For each Licensed Program, Bristol-Myers Squibb will pay up to $235,000 in milestone payments upon the first achievement of certain development and regulatory milestones and will pay up to $500,000 per Licensed Product in net sales-based milestone payments. Bristol-Myers Squibb will also pay the Company tiered royalties per Licensed Product as a percentage of net sales in the high-single digits to low-teens, subject to reduction for biosimilar competition, compulsory licensing and certain third party license costs. If Century exercises its co-promote option, such royalty percentage will be increased to low-teens to high-teens in respect of the sales of the co-promoted Licensed Products in the United States. The royalty term shall terminate on a Licensed Product-by-Licensed Product and country-by-country basis on the latest of (i) the twelve country, all licenses granted by the Company to Bristol-Myers Squibb for such Licensed Product in such country will be fully paid-up, royalty-free, perpetual and irrevocable. In connection with the Collaboration Agreement, Bristol-Myers Squibb purchased 2,160,760 shares of the Company’s common stock at a price per share of $23.14, for an aggregate purchase price of $50,000 . In determining the fair value of the common stock issued to Bristol-Myers Squibb, the Company considered the closing price of the common stock on the date of the transaction and included a lack of marketability discount because the shares are subject to certain restrictions. The Company determined the common stock purchase represented a premium of The Company identified the following commitments under the arrangement: (i) research and development services (“R&D Services”) under each of the two initial Collaboration Programs and (ii) Bristol-Myers Squibb’s License Option to elect to exclusively license the Development Candidates for each of the two initial Collaboration Programs. The Company determined that these four commitments represent distinct performance obligations for purposes of recognizing revenue and will recognize revenue as the Company fulfills each performance obligation. The Company determined that the upfront payment and Equity Premium constitute the transaction price at the inception of the Collaboration Agreement. The future potential development and regulatory milestone payments were fully constrained at contract inception as the risk of significant revenue reversal related to these amounts has not yet been resolved. The achievement of the future potential milestones is not within the Company’s control and is subject to certain research and development success and therefore carries significant uncertainty. The Company will reevaluate the likelihood of achieving these milestones at the end of each reporting period and adjust the transaction price in the period the risk is resolved. In addition, the Company will recognize any consideration related to sales-based milestones and royalties when the subsequent sales occur. The total transaction price of $123,187 was allocated to the performance obligations based on their estimated standalone selling price on January 7, 2022. The stand-alone selling price of the research and development services was estimated using the expected cost-plus margin approach, and the stand-alone selling price of the License Options was based on a discounted cash flow approach and considered several factors including, but not limited to, discount rate, development timeline, regulatory risks, estimated market demand, and future revenue potential using an adjusted market approach. The allocated transaction price is recognized as revenue in one of two ways: ● Research and development services: The Company recognizes the portion of the transaction price allocated to each of the research and development performance obligations as the research and development services are provided, using an inputs method, in proportion to costs incurred to date for each research development target as compared to total costs incurred and expected to be incurred in the future to satisfy the underlying obligation related to each research and development target. The transfer of control occurs over this period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation. ● License option rights: The transaction price allocated to the license options rights, which are considered material rights to license and commercialize the underlying research and development target, are deferred until the period that Bristol-Myers Squibb elects to exercise or elects to not exercise its option or when the option to exercise expires. The following table summarizes the allocation of the total transaction price to the identified performance obligations under the arrangement, and the amount of the transaction price unsatisfied as of September 30, 2023: Cumulative collaboration Deferred Performance obligations: Transaction price revenue recognized collaboration revenue Option rights $ 109,164 $ - $ 109,164 Research and development services 14,023 (7,166) 6,857 Total 123,187 (7,166) 116,021 Less current portion of deferred revenue - - (3,871) Total long-term deferred revenue $ 123,187 $ (7,166) $ 112,150 The following table summarizes the allocation of the total transaction price to the identified performance obligations under the arrangement, and the amount of the transaction price unsatisfied as of December 31, 2022: Cumulative collaboration Deferred Performance obligations: Transaction price revenue recognized collaboration revenue Option rights $ 109,045 $ - $ 109,045 Research and development services 14,142 (5,199) 8,943 Total 123,187 (5,199) 117,988 Less current portion of deferred revenue - - (7,154) Total long-term deferred revenue $ 123,187 $ (5,199) $ 110,834 As a direct result of the execution of the Collaboration Agreement, the Company incurred $10,000 in fees to amend the FCDI agreement to gain access to the territory rights of Japan. This is recorded as in-process research and development expenses in the consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies. | |
Commitments and Contingencies | N ote 11—Commitments and contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when future expenditures are probable and such expenditures can be reasonably estimated. Distributed Bio Master Service Agreement On July 24, 2019, the Company entered into a Master Service Agreement with Distributed Bio, Inc (“DBio”), whereby DBio will screen for protein binders that bind to specific therapeutic targets. The Company pays for such services according to a payment schedule, and if the Company brings the protein binders into the clinic for further development, DBio will receive milestone payments of up to $16,100 in total for each product as the products move through the clinical development and regulatory approval processes. No milestone payments were due since the inception of the agreement. The Company had $0 within accounts payable as of September 30, 2023 and $110 as of December 31, 2022, in its consolidated balance sheets related to the Master Service Agreement. iCELL Inc. Sublicense Agreement In March 2020, the Company entered into a Sublicense Agreement with iCELL Inc (“iCELL”) whereby iCELL granted the Company a license of certain patents and technology. The Company will pay iCELL royalties in the low single digits on net sales of the licensed product. In addition to the earned royalties, the Company will pay sales milestones, not to exceed $70,000, for the sales of the licensed product. iCELL is also eligible to receive payments of up to $4,250 in development and regulatory approval milestone payments. No milestones or royalties were due in 2023 or 2022. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | Note 12—Leases The Company has commitments under operating leases for certain facilities used in its operations. The Company maintains security deposits on certain leases in the amounts of $416 and $1,260 within security deposits in its consolidated balance sheets at September 30, 2023 and December 31, 2022, respectively. The Company’s leases have initial lease terms ranging from 5 The following table reflects the components of lease expense: For the For the For the For the Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Operating lease expense: Fixed lease cost $ 1,443 $ 1,795 $ 4,458 $ 3,298 Variable lease cost 474 303 995 840 Short term lease expense 5 602 901 1,971 Total operating lease expense $ 1,922 $ 2,700 $ 6,354 $ 6,109 The following table reflects supplemental balance sheet information related to leases: As of As of September 30, December 31, Location in Balance Sheet 2023 2022 Operating lease right-of-use asset, net Operating lease right-of-use assets $ 24,551 $ 28,945 Operating lease liability, current Accrued expenses and other liabilities $ 2,040 $ 475 Operating lease liability, long-term Operating lease liability, long-term 45,535 38,698 Total operating lease liability $ 47,575 $ 39,173 The following table reflects supplement lease term and discount rate information related to leases: As of September 30, 2023 As of December 31, 2022 Weighted-average remaining lease terms - operating leases 7.8 years 9.4 years Weighted-average discount rate - operating leases 9.8 % 9.0 % The following table reflects supplemental cash flow information related to leases as of the periods indicated: For the Nine Months Ended For the Nine Months Ended September 30, 2023 September 30, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 11,447 $ 3,560 Right-of-use assets obtained in exchange for lease obligations: $ — $ 18,740 The following table reflects future minimum lease payments under noncancelable leases as of September 30, 2023: Operating Leases 2023 $ 1,594 2024 8,044 2025 8,553 2026 8,047 2027 8,225 Thereafter 51,043 Total lease payments 85,506 Less: Imputed interest (29,324) Less: Tenant incentive receivable (8,607) Total $ 47,575 During the three and nine months ended September 30, 2023, the Company recognized $0 and $218 , respectively in impairment on right-of-use assets. See footnote 18, “Impairment of Long-Lived Assets”. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income taxes | |
Income taxes | Note 13—Income taxes During the nine months ended September 30, 2023, the Company recorded income tax expense of $2,750, which includes a tax provision of $106 related to its income tax obligations of its operating company in Canada. The Company is projecting taxable income for tax year 2023, due primarily to revenue recognition for tax purposes from the Company's Research Collaboration and Collaboration Agreement entered into with Bristol-Myers Squibb Company in 2022. The Company’s tax provision and the resulting effective tax rate for interim periods is determined based upon its estimated annual effective tax rate (“AETR”), adjusted for the effect of discrete items arising in that quarter. The impact of such inclusions could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings or losses versus annual projections. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual tax rate changes, a cumulative adjustment is made in that quarter. The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards. While the Company anticipates utilizing a portion of its existing net operating loss carryforwards during tax year 2023, the Company has considered its history of cumulative net losses in the U.S., estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its U.S. deferred tax assets. As a result, as of September 30, 2023, the Company has recorded a full valuation allowance against its net deferred tax assets in the U.S. |
Basic and diluted net loss per
Basic and diluted net loss per common share | 9 Months Ended |
Sep. 30, 2023 | |
Basic and diluted net loss per common share | |
Basic and diluted net loss per common share | Note 14—Basic and diluted net loss per common share Basic and diluted net loss per common share is calculated as follows: Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2023 2022 2023 2022 Numerator Net loss $ (32,720) $ (30,749) $ (97,275) $ (99,250) Denominator Weighted-average common shares for basic and diluted net loss per share 59,448,229 57,973,541 59,087,374 57,573,406 Basic and diluted net loss per common share $ (0.55) $ (0.53) $ (1.65) $ (1.72) The Company’s potentially dilutive securities, which include restricted stock, warrants, early exercised stock options and stock options to purchase shares of the Company’s common stock, have been excluded from the computation of dilutive net loss per share as the effect would be antidilutive. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential shares of common stock presented based on amounts outstanding at each stated period end, from the computation of diluted net loss per share for the nine months ended September 30, 2023 and 2022 because including them would have had an anti-dilutive effect. Nine Months Ended Nine Months Ended September 30, September 30, 2023 2022 Stock options to purchase common stock 8,290,588 7,724,059 Early exercised stock options subject to future vesting 227,499 565,224 Restricted stock award subject to future vesting 49,465 247,780 Unvested restricted stock units 2,263,195 — Warrants 32,009 32,009 Total 10,862,756 8,569,072 |
Defined contribution plan
Defined contribution plan | 9 Months Ended |
Sep. 30, 2023 | |
Defined contribution plan | |
Defined contribution plan | Note 15—Defined contribution plan The Company has a 401(k) Employee Savings Plan (“401(k) Plan”) that is available to all employees of the Company. The Company has elected a Safe-Harbor provision for the 401(k) Plan in which participants are always fully vested in their employer contributions. The Company matches 100% of the first 3% of participating employee contributions and 50% of the next 2% of participating employee contributions. Contributions are made in cash. Contributions were approximately $514 and $249 for the three months ended September 30, 2023 and 2022, respectively, and $1,127 and $644 for the nine months ended September 30, 2023 and 2022, respectively. Such contribution expense has been recognized in the consolidated statement of operations for each period. |
Stock-based compensation
Stock-based compensation | 9 Months Ended |
Sep. 30, 2023 | |
Stock-based compensation | |
Stock-based compensation | Note 16—Stock-based compensation On June 17, 2021, the Company adopted the Century Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Incentive Plan”) which superseded the 2018 Incentive Plan and from that date forward all issuances of incentive awards will be governed by the 2021 Incentive Plan. The 2021 Incentive Plan provides for the Company to sell or issue common stock or restricted common stock, restricted stock units (“RSUs”), or to grant incentive stock options or nonqualified stock options for the purchase of common stock, to employees, members of the Board of Directors, and consultants of the Company under terms and provisions established by the Board of Directors. Under the terms of the 2021 Incentive Plan, options may be granted at an exercise price not less than fair market value. Upon adoption of the 2021 Incentive Plan, the Company was authorized to issue 5,481,735 shares of Common Stock under the 2021 Incentive Plan (which represents 5,640,711 shares of Common Stock initially available for grant under the 2021 Incentive Plan less 158,976 shares of Common Stock reserved for issuance upon the exercise of previously granted stock options that remain outstanding under the 2018 Incentive Plan). The number of shares of common stock initially reserved for issuance under the 2021 Incentive Plan shall be increased, upon approval by the board of directors, on January 1, 2022 and each January 1 thereafter, in an amount equal to the least of, (i) five percent (5% ) of the outstanding common stock on the immediately preceding December 31, or (ii) such number of common stock determined by the board of directors no later than the immediately preceding December 31. For 2022, the 2021 Incentive Plan reserved shares were increased under clause (i) by The Company’s stock-based awards are subject to service-based vesting conditions. Compensation expense related to awards to employees and directors with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Stock awards granted typically vest over a four-year period but may be granted with different vesting terms. The Company may also issue awards with performance-based vesting conditions. For performance-based awards, the Company would reassess at each reporting date whether achievement of the performance condition is probable and accrue compensation expense if and when the achievement of the performance condition is probable. During the quarter ended June 30, 2023, the Company issued performance based RSUs that represent a contingent right to receive share of the Company’s common stock. The RSUs shall vest vesting upon the earlier of: (i) November 1, 2024; and (ii) satisfaction of certain performance criteria. The Company is currently recording expense for these RSUs on the straight-line basis. The Company recognizes the costs of the stock-based payments as the employees vest in the awards. As of September 30, 2023, the Company had reserved shares of common stock for issuance as follows: Shares Options and RSUs issued and outstanding 10,553,783 Shares available for future stock option and RSU grants 4,965,447 Shares available for employee stock purchase plan 1,014,018 Total 16,533,248 The shares of Common Stock available under the 2021 Incentive Plan as of September 30, 2023 are as follows Shares Balance, December 31, 2022 5,786,358 Shares reserved for issuance 2,954,788 Options granted (4,610,961) RSU’s granted (2,438,500) Options and RSUs forfeited / cancelled 3,273,762 Balance September 30, 2023 4,965,447 Stock Options The following table summarizes stock option activity for the nine month period ended September 30, 2023: Weighted Average Remaining Aggregate Contractual Intrinsic Term Value Shares Exercise Price (years) (in thousands) Outstanding January 1, 2023 7,489,678 $ 7.77 7.84 $ 8,991 Granted 4,603,561 4.35 — — Exercised (601,588) 1.00 — — Forfeited (3,098,457) 7.01 — — Cancelled (102,606) 12.94 — — Outstanding, September 30, 2023 8,290,588 $ 6.57 7.02 $ 1,307 Exercisable at September 30, 2023 3,721,875 $ 6.74 5.40 $ 92 The weighted average grant date fair value of awards for options granted during the nine months ended September 30, 2023 was $3.04. As of September 30, 2023, there was $19,084 of total unrecognized compensation expense related to unvested stock options with time-based vesting terms, which is expected to be recognized over a weighted average period of 2.73 years. The Company estimates the fair value of its option awards to employees and directors using Black-Scholes. Due to the lack of substantial company-specific historical and implied volatility data of its common stock, the Company has based its estimate of expected volatility on the historical volatility of a group of similar public companies. The Company has never paid dividends and does not expect to in the foreseeable future. The expected term of the options granted to employees is derived from the “simplified” method as described in Staff Accounting Bulletin 107 relating to stock-based compensation. The risk-free interest rates for periods within the expected term of the option are based on the U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company will account for actual forfeitures as they occur. The weighted-average assumptions used to calculate the fair value of stock options granted are as follows: September 30, 2022 December 31, 2022 Expected dividend rate — — Expected option term (years) 6.04 6.09 Expected volatility 78.51 % 69.73 % Risk-free interest rate 3.65 % 1.08 % Stock-based compensation expense recorded under ASC 718 related to stock options granted and common stock issued under the 2021 Employee Stock Purchase Plan (the “ESPP”) were allocated to research and development and general and administrative expense as follows: Nine Months Ended Nine Months Ended September 30, September 30, 2023 2022 Research and development $ 6,504 $ 3,728 General and administrative 4,556 4,209 Total stock-based compensation $ 11,060 $ 7,937 Stock-based compensation expense by award type included within the condensed consolidated statements of operations is as follows: Nine Months Ended Nine Months Ended September 30, September 30, 2023 2022 Stock options $ 7,919 $ 7,202 Restricted stock units 2,774 — Restricted stock awards 183 735 Employee stock purchase plan 184 — Total stock-based compensation $ 11,060 $ 7,937 Restricted Stock Units The following table summarizes RSU activity for the nine months ended September 30, 2023: Weighted Average Shares Grant Date Fair Value Total Unvested December 31, 2022 — $ — Granted 2,438,500 3.61 Forfeited (175,305) 4.01 Total Unvested September 30, 2023 2,263,195 $ 3.58 As of September 30, 2023, there was $5,891 of total unrecognized compensation expense related to the unvested restricted stock with time-based vesting terms, which is expected to be recognized over a weighted average period of 1.70 years. Restricted Stock Award The following table summarizes restricted stock activity as of September 30, 2023 and December 31, 2022: Weighted Average Shares Grant Date Fair Value Total Unvested December 31, 2022 193,031 $ 8.41 Granted — — Forfeited (47,689) — Vested (95,877) 2.50 Total Unvested September 30, 2023 49,465 $ 7.27 As of September 30, 2023, there was $311 of total unrecognized compensation expense related to the unvested restricted stock with time-based vesting terms, which is expected to be recognized over a weighted average period of 1.48 years. All restricted stock vests over a four-year Early-Exercise of Unvested Equity Awards Certain equity award holders early exercised unvested equity awards. The cash received upon early exercise of options of $906 was recorded as a deposit liability on the Company’s balance sheet as of September 30, 2023. Employee Stock Purchase Plan The ESPP was adopted by the Board of Directors in May 2021. A total of 564,071 shares of common stock were initially reserved for issuance under this plan, which shall be increased, upon approval by the board of directors, on January 1, 2022 and each January 1 thereafter, to the lesser of (i) one percent (1%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, or (ii) an amount determined by the board of directors no later than the last day of the immediately preceding fiscal year. For 2022, the ESPP reserved shares were increased under clause (i) by 550,055 shares, effective as of January 1, 2022. For 2023, the board waived the annual increase to the shares reserved under the ESPP. As of September 30, 2023, there were |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related party transactions | |
Related party transactions | Note 17—Related party transactions License Agreements and Collaborative Agreements with Shareholder The Company owns licenses and other contracts with FUJIFILM Cellular Dynamics, Inc. (“FCDI”). FCDI is a shareholder of Century. The acquired licenses and other contracts with FCDI are as follows: FCDI Agreements The Company owns a non-exclusive license agreement with FCDI. The license provides the Company with certain patents and know-how related to the reprogramming of human somatic cells to induce pluripotent stem cells (“iPSCs”) (“Reprogramming License Agreement”). Under this agreement, the Company is required to make certain developmental and regulatory milestone payments as well as royalty payments upon commercialization. Royalties are in the low single digits on the sale of all licensed products. The Company also owns an exclusive license agreement with FCDI (“Differentiation Licenses Agreement”). The Differentiation Licenses Agreement provides the Company with patents and know-how related to human iPSC exclusively manufactured by FCDI. In October 2019, the Company entered into the Master Collaboration Agreement with FCDI (“Collaboration Agreement”), whereby FCDI provides certain services to the Company to develop and manufacture iPSCs and immune cells derived therefrom. FCDI provides services in accordance with the approved research plan and related research budget. The initial research plan covered the period from October 2019 through March 31, 2022. In July, 2022 the Company amended the Collaboration Agreement to extend the term through September 30, 2025, and in September 2023, the Company amended the Collaboration Agreement in connection with the Autoimmune License (as defined below). In March, 2021, the Company entered into a Manufacturing Agreement with FCDI, (“Manufacturing Agreement”), pursuant to which FCDI will provide certain agreed upon technology transfer, process development, analytical testing and cGMP manufacturing services to the Company. In January, 2022, the Company and FCDI entered into a letter agreement (the “Letter Agreement”), which amended the Reprogramming License Agreement, Differentiation License Agreement and Manufacturing Agreement and Manufacturing Agreement (the “FCDI Agreements”) pursuant to the Company’s Research Collaboration and License Agreement with Bristol-Myers Squibb. Pursuant to the Letter Agreement, and in consideration for amending the FCDI Agreements, the Company will pay to FCDI an upfront payment of In September, 2023 the Company and FCDI entered into a worldwide license agreement whereby FCDI will grant non-exclusive licenses to the Company for certain patent rights and know-how related to cell differentiation and reprogramming for the development and commercialization of iPSC-derived therapies for the treatment of inflammatory and autoimmune diseases (the “Autoimmune License”). In addition, the Company and FCDI entered into an amendment to each of the Reprogramming License and the Differentiation License to expand the licenses related to the development and commercialization of iPSC-derived cancer immunotherapeutics to also include inflammatory and autoimmune diseases. Under the terms of these agreements, FCDI will be eligible to receive certain development and regulatory milestone payments as well as low single-digit royalties related to products developed in connection with such agreements. The Company recorded an upfront payment in the amount of $4,000 which is included as In-process research and development in the consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023. During the three and nine months ended September 30, 2023, the amounts paid to FCDI were immaterial. During the three and nine months ended September 30, 2022, the Company made payments of $866 and $6,717 and incurred research and development expenses of $280 and $4,117, and legal fees of $21 and $112, recorded within general and administrative expenses in its consolidated statements of operations and comprehensive loss. As of September 30, 2022, there was $721 in accrued expenses related to this agreement on the consolidated balance sheets. Bayer Option Agreement Bayer Health, LLC (“Bayer”) has the right of first refusal to acquire certain products researched and developed by the Company. Subject to certain exceptions, Bayer’s right of first refusal is exercisable with respect to up to four products and may only exercise these option rights in a non-sequential and alternating manner, and such rights are subject to additional limitations. |
Impairment on Long-Lived Assets
Impairment on Long-Lived Assets | 9 Months Ended |
Sep. 30, 2023 | |
Impairment on Long-Lived Assets | |
Impairment on Long-Lived Assets | Note 18—Impairment on Long-Lived Assets In the second quarter of 2023, the Company made the strategic decision to consolidate two of its existing leased lab facilities in Philadelphia. The company concluded it would exit one of the leases early and as a result the Company completed an impairment analysis of its right of use asset related to this lease along with the related property and equipment at this facility. The Company reviewed its long-lived assets for impairment following Financial Accounting Standards Board’s Accounting Standards Codification (ASC) 360 for Property, Plant, and Equipment. The Company evaluated its long-lived assets for recoverability due to changes in circumstances that indicated that the carrying amounts may not be recoverable. The Company reviewed its property and equipment related assets for impairment by comparing the carrying values of the assets with their estimated future undiscounted cash flows. Impairment charge was calculated as the difference between asset carrying values and fair value as discounted cash flows, indicative fair market quotes received which are considered level three fair value estimates. The Company analyzed its right-of used assets for impairment based on fair values calculated as discounted cash flows estimated to be received from the lease assets where applicable. The difference between fair value and carrying value of the right of use asset was recognized as an impairment in June 2023 of $4,220. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | Note 19—Subsequent Events The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements. |
Summary of significant accoun_2
Summary of significant accounting policies and basis of presentation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Basis of presentation | Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the interim period reporting requirements of Form 10-Q and Article 10 of Regulation S-X. The consolidated balance sheet as of September 30, 2023, the consolidated statements of operations and comprehensive loss, and consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and the consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 are unaudited, but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for any interim period are not necessarily indicative of results for the year ending December 31, 2023 or for any other subsequent interim period. The consolidated balance sheet at December 31, 2022 has been derived from the Company’s audited consolidated financial statements. Certain prior year information has been reclassified to conform to the fiscal year 2023 presentation. |
Segment information | Segment information Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages the business as one operating segment. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuations supporting stock compensation, the estimation of the incremental borrowing rate for operating leases and standalone selling prices of performance obligations in collaboration agreements. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. |
Concentration of credit risk and other risks and uncertainties | Concentration of credit risk and other risks and uncertainties Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist of cash, cash equivalents, U.S. Treasury bills and bonds, as well as corporate bonds. Cash and cash equivalents, as well as short and long-term investments include a checking account and asset management accounts held by a limited number of financial institutions. At times, such deposits may be in excess of insured limits. As of September 30, 2023 and December 31, 2022, the Company has not experienced any losses on its deposits of cash and cash equivalents. The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, uncertainty of market acceptance of its products, competition from substitute products and larger companies, protection of proprietary technology, strategic relationships, and dependence on key individuals. Products developed by the Company require clearances from the U.S. Food and Drug Administration (the “FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance the Company’s future products will receive the necessary clearances. If the Company was denied clearance, clearance was delayed, or if the Company was unable to maintain clearance, it could have a material adverse impact on the Company. |
Fair value of financial instruments | Fair value of financial instruments The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: Level 1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; Level 3 Inputs are unobservable in which there is little or no market data available, which require the reporting entity to develop its own assumptions that are unobservable. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. |
Cash and cash equivalents | Cash and cash equivalents Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents. |
Restricted cash | Restricted cash As of September 30, 2023 and December 31, 2022, the Company had $1,979 in cash on deposit to secure certain lease commitments. Restricted cash is recorded separately in the Company’s consolidated balance sheets. The following provides a reconciliation of the Company’s cash, cash equivalents, and restricted cash as reported in the consolidated balance sheets to the amounts reported in the consolidated statements of cash flows: September 30, 2023 December 31, 2022 Cash and cash equivalents $ 55,307 $ 84,265 Restricted cash 1,979 1,979 Cash, cash equivalents, and restricted cash $ 57,286 $ 86,244 |
Investments | Investments The Company invests in fixed maturity securities including U.S. Treasury bills and bonds as well as corporate bonds. The investments are classified as available-for-sale and reported at fair value. Unrealized gains or losses are determined by comparing the fair market value of the securities with their cost or amortized cost. Realized gains and losses on investments are recorded on the trade date and are included in the statement of operations. Unrealized gains and losses on investments are recorded in other comprehensive income (loss) on the consolidated statements of operations and comprehensive loss. The cost of securities sold is based on the specified identification method. Investment income is recognized as earned and discounts or premiums arising from the purchase of debt securities are recognized in investment income using the interest method over the remaining term of the security. Securities with an original maturity date greater than three months that mature within one year of the balance sheet date are classified as short-term, while investments with a maturity date greater than one year are classified as long-term. |
Property and equipment, net | Property and equipment, net Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is generally five years . Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining term of the lease. Construction in progress includes direct cost related to the construction of leasehold improvements and is stated at original cost. Such costs are not depreciated until the asset is completed and placed into service. Once the asset is placed into service, these capitalized costs will be allocated to leasehold improvements and will be depreciated over the shorter of the asset’s useful life or the remaining term of the lease. Computer software and equipment includes implementation costs for cloud-based software and network equipment. Expenditures for major additions and improvements are capitalized, while minor replacements, maintenance, and repairs are charged to expense as incurred. When property is retired or otherwise disposed of, the costs and accumulated depreciation are removed from the respective accounts, with any resulting gain or loss recognized concurrently. |
Research and development expenses | Research and development expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of salaries, payroll taxes, employee benefits, stock compensation, materials, supplies, rent, depreciation on and maintenance of research equipment with alternative future use, and the cost of services provided by outside contractors. All costs associated with research and development are expensed as incurred. Clinical trial costs are a component of research and development expenses. The Company expenses costs for its clinical trial activities performed by third parties, including clinical research organizations and other service providers, as they are incurred, based upon estimates of the work completed over the life of the individual study in accordance with associated agreements. The Company uses information it receives from internal personnel and outside service providers to estimate the clinical trial costs incurred. |
Stock-based compensation | Stock-based compensation Employees, consultants and members of the board of directors of the Company have received stock options and restricted stock of the Company. The Company recognizes the cost of the stock-based compensation incurred as its employees and board members vest in the awards. The Company accounts for stock-based compensation arrangements in accordance with provisions of Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. ASC 718 requires the recognition of compensation expense, using a fair-value based method, for costs related to all share-based payments including stock options. ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model (“Black Scholes”) to determine the fair value of options granted. The Company’s stock-based awards are subject to service-based vesting conditions and performance-based vesting conditions. Compensation expense related to awards to employees and directors with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. For performance-based awards, the Company reassesses at each reporting date whether achievement of the performance condition is probable and accrues compensation expense if and when achievement of the performance condition is probable. Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. Due to the lack of a public market for the Company’s common stock prior to its initial public offering (“IPO”) and lack of company-specific historical and implied volatility data, the Company based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with expected term assumption. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be |
Warrants | Warrants The Company has issued warrants that have been recognized as equity, and the fair value is recorded into additional paid-in capital in the accompanying consolidated balance sheets. Warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging—Contracts in Entity’s Own Equity, as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. The Company’s warrants issued are in connection with its long-term debt and in connection with services provided by consultants, and are equity classified on the accompanying consolidated balance sheets. Equity classified warrants are accounted for at fair value on the issuance date, using Black Scholes, with no changes in fair value recognized after the issuance date. |
Foreign currency translation | Foreign currency translation The reporting currency of the Company is the U.S. dollar. The functional currency of Century Canada is the Canadian dollar. Assets and liabilities of Century Canada are translated into U.S. dollars based on exchange rates at the end of each reporting period. Expenses are translated at average exchange rates during the reporting period. Gains and losses arising from the translation of assets and liabilities are included as a component of accumulated other comprehensive loss or income on the Company’s consolidated balance sheets. Gains and losses resulting from foreign currency transactions are reflected within the Company’s consolidated statements of operations and comprehensive loss. The Company has not utilized any foreign currency hedging strategies to mitigate the effect of its foreign currency exposure. Intercompany payables and receivables are considered to be long-term in nature and any change in balance due to foreign currency fluctuation is included as a component of the Company’s consolidated comprehensive loss and accumulated other comprehensive loss within the Company’s consolidated balance sheets. |
Basic and diluted net loss per common shares | Basic and diluted net loss per common shares Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. The Company computes diluted net loss per common share by dividing the net loss applicable to common shareholders by the sum of the weighted-average number of common shares outstanding during the period plus the potential dilutive effects of its warrants, restricted stock and stock options to purchase common shares, but such items are excluded if their effect is anti-dilutive. Because the impact of these items is anti-dilutive during periods of net loss, there were no differences between the Company’s basic and diluted net loss per common share for the three and nine months ended September 30, 2023 and 2022. |
Income taxes | Income taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations and comprehensive loss. As of September 30, 2023 and December 31, 2022, no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheet. |
Collaboration revenue | Collaboration revenue The Company may enter into collaboration and licensing agreements with strategic partners for research and development, manufacturing, and commercialization of its product candidates. Payments under these arrangements may include non-refundable, upfront fees; reimbursement of certain costs; customer option fees for additional goods or services; payments upon the achievement of development, regulatory, and commercial milestones; sales of product at certain agreed-upon amounts; and royalties on product sales. The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, (“ASC 606”). This standard applies to all contracts with customers. When an agreement falls under the scope of other standards, such as ASC Topic 808, Collaborative Arrangements, (“ASC 808”), the Company will apply the recognition, measurement, presentation, and disclosure guidance in ASC 606 to the performance obligations in the agreements if those performance obligations are with a customer. Revenue recognized by analogizing to ASC 606 is recorded as collaboration revenue on the statements of operations. 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. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under a collaboration agreement, the Company performs the following 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 on a relative stand-alone selling price basis; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must use its judgment to determine the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price. The estimation of the stand-alone selling price may include such estimates as forecasted revenues and costs, development timelines, discount rates, and probabilities of regulatory and commercial success. The Company also applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, current. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, non-current. If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. 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 not determined to represent a material right, no transaction price is allocated to these options and the Company will account for these options at that time they are exercised. 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. The obligations under the Company’s collaboration agreements may include research and development services to be performed by the Company for or on behalf of the customer. Amounts allocated to these performance obligations are recognized as the Company performs these obligations, and revenue is measured based on an inputs method of costs incurred to date of budgeted costs. Under certain circumstances, the Company may be reimbursed for certain expenses incurred under the research and development services. At the inception of each arrangement that includes development milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the statements of operations in the period of adjustment. |
Recent accounting pronouncements | Recent accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses of Financial Instruments (ASC 326). The guidance is effective for the Company beginning January 1, 2023 and it changes how entities account for credit losses on the financial assets and other instruments that are not measured at fair value through net income, including available-for-sale debt securities. The adoption of ASC 326 did not have a material impact on the consolidated financial statements . |
Impairment of Long-Lived Assets | Impairment of Long - Lived Assets The Company reviews its long-lived assets for impairment annually, or whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company assesses the recoverability of these assets by comparing the carrying amount of such assets or asset group to the future undiscounted cash flows it expects the assets or asset group to generate. The Company recognizes an impairment loss if the sum of the expected long-term discounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. The Company analyzed its long-lived assets for impairment and recorded a $4,220 impairment charge related to property and equipment and its right-of-use assets in its condensed consolidated statements of operations for the nine months ended September 30, 2023. |
Stock Options | |
Stock-based compensation | Early exercised options The Company allowed certain of its employees and its consultants to exercise options granted under the 2018 Stock Option and Grant Plan (the “2018 Incentive Plan”) (Note 16) prior to vesting and prior to its IPO. The shares related to early exercised stock options are subject to the Company’s repurchase right upon termination of employment or services at the lesser of the original purchase price or fair market value at the time of repurchase. In order to vest, the holders are required to provide continued service to the Company. The early exercise by an employee or consultant of a stock option is not considered to be a substantive exercise for accounting purposes, and therefore, the payment received by the employer for the exercise price is recognized as a liability. For accounting purposes, unvested early exercised shares are not considered issued and outstanding and therefore not reflected as issued and outstanding in the accompanying consolidated balance sheets or the consolidated statements of changes in stockholders’ equity (deficit) until the awards vest. The deposits received are initially recorded in deposit liability. The liabilities are reclassified to common stock and additional paid-in-capital as the repurchase right lapses. At September 30, 2023 and December 31, 2022, there were $906 and $1,584, respectively, recorded in deposit liability related to shares held by employees and nonemployees that were subject to repurchase. All shares that were early exercised by the executives of the Company are considered legally issued, however, for accounting purposes, only vested shares are considered issued. Below is a reconciliation of shares issued and outstanding: September 30, 2023 December 31, 2022 Total shares legally outstanding 59,791,497 59,137,491 Less: unvested early exercised shares (227,450) (470,800) Less: unvested restricted stock awards (Note 16) (49,465) (193,031) Total shares issued and outstanding 59,514,582 58,473,660 |
Summary of significant accoun_3
Summary of significant accounting policies and basis of presentation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of significant accounting policies and basis of presentation | |
Schedule of reconciliation of the Company's cash, cash equivalents, and restricted cash | September 30, 2023 December 31, 2022 Cash and cash equivalents $ 55,307 $ 84,265 Restricted cash 1,979 1,979 Cash, cash equivalents, and restricted cash $ 57,286 $ 86,244 |
Reconciliation of shares issued and outstanding | September 30, 2023 December 31, 2022 Total shares legally outstanding 59,791,497 59,137,491 Less: unvested early exercised shares (227,450) (470,800) Less: unvested restricted stock awards (Note 16) (49,465) (193,031) Total shares issued and outstanding 59,514,582 58,473,660 |
Financial instruments and fai_2
Financial instruments and fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Financial instruments and fair value measurements | |
Schedule of assets measured at fair value by level within the fair value hierarchy | Level 1 Level 2 Level 3 Total Cash equivalents $ 42,911 — — $ 42,911 U.S. Treasury 31,256 — — 31,256 Corporate bonds 199,245 — 199,245 Total $ 74,167 $ 199,245 $ — $ 273,412 Level 1 Level 2 Level 3 Total Cash equivalents $ 77,736 — — $ 77,736 U.S. Treasury 86,475 — — 86,475 Corporate bonds — 196,603 — 196,603 Total $ 164,211 $ 196,603 $ — $ 360,814 |
Schedule of investments in fixed maturity securities | Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasury $ 31,319 $ — $ (63) $ 31,256 Corporate bonds 200,406 8 (1,169) 199,245 Total $ 231,725 $ 8 $ (1,232) $ 230,501 Gross Gross Unrealized Unrealized Amortized Cost Gains Losses Fair Value U.S. Treasury $ 87,798 $ — $ (1,323) $ 86,475 Corporate bonds 197,668 2 (1,067) 196,603 Total $ 285,466 $ 2 $ (2,390) $ 283,078 |
Schedule of maturities of fixed maturity available-for-sale securities | September 30, 2023 December 31, 2022 Less than one year $ 114,759 $ 231,224 One to five years 115,742 51,854 $ 230,501 $ 283,078 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid expenses and other current assets. | |
Schedule of summary of prepaid expenses and other current assets | September 30, 2023 December 31, 2022 Research and development $ 46 $ 110 Insurance 1,489 1,454 Software licenses and other 872 1,417 Reimbursement receivable 123 780 Warranties 126 242 Accrued interest receivable 1,542 — Total prepaid expenses and other current assets $ 4,198 $ 4,003 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property and equipment, net | |
Schedule of summary of property and equipment, net | September 30, 2023 December 31, 2022 Lab equipment $ 29,303 $ 28,811 Leasehold improvements 68,299 48,951 Construction in progress 567 13,998 Computer software and equipment 3,597 3,132 Furniture and fixtures 1,393 1,548 Total 103,159 96,440 Less: Accumulated depreciation (21,166) (13,655) Property and equipment, net $ 81,993 $ 82,785 |
Accrued expenses and other li_2
Accrued expenses and other liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued expenses and other liabilities. | |
Schedule of summary of accrued expenses | September 30, 2023 December 31, 2022 Payroll and bonuses $ 5,566 $ 7,062 Interest — 117 Accrued clinical trial related costs 260 314 Professional and legal fees 1,198 1,637 Income tax payable 851 — Operating lease liability, current 2,040 475 Other 17 236 Total accrued expenses and other liabilities $ 9,932 $ 9,841 |
Long-term debt (Tables)
Long-term debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Long-term debt | |
Summary of the Company's indebtedness | September 30, 2023 December 31, 2022 Principal $ — $ 10,000 Plus: End of term fee — 395 Less: Debt discount attributable to warrants, net of accretion — (8) Less: Unamortized deferred financing cost and end of term fee, net of accretion — (146) Long-term debt, net $ — $ 10,241 |
Schedule of interest expense attributable to the loan agreement | For the Three For the Three Months Ended Months Ended For the Nine Months Ended For the Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Interest expense $ — $ 296 $ 540 $ 787 Amortization of debt issuance costs, including end of term fee accretion — 77 — 230 $ — $ 373 $ 540 $ 1,017 |
Bristol-Myers Squibb Collabor_2
Bristol-Myers Squibb Collaboration (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Bristol-Myers Squibb Collaboration | |
Schedule of transaction price unsatisfied | The following table summarizes the allocation of the total transaction price to the identified performance obligations under the arrangement, and the amount of the transaction price unsatisfied as of September 30, 2023: Cumulative collaboration Deferred Performance obligations: Transaction price revenue recognized collaboration revenue Option rights $ 109,164 $ - $ 109,164 Research and development services 14,023 (7,166) 6,857 Total 123,187 (7,166) 116,021 Less current portion of deferred revenue - - (3,871) Total long-term deferred revenue $ 123,187 $ (7,166) $ 112,150 The following table summarizes the allocation of the total transaction price to the identified performance obligations under the arrangement, and the amount of the transaction price unsatisfied as of December 31, 2022: Cumulative collaboration Deferred Performance obligations: Transaction price revenue recognized collaboration revenue Option rights $ 109,045 $ - $ 109,045 Research and development services 14,142 (5,199) 8,943 Total 123,187 (5,199) 117,988 Less current portion of deferred revenue - - (7,154) Total long-term deferred revenue $ 123,187 $ (5,199) $ 110,834 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Schedule of components of lease expenses | For the For the For the For the Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Operating lease expense: Fixed lease cost $ 1,443 $ 1,795 $ 4,458 $ 3,298 Variable lease cost 474 303 995 840 Short term lease expense 5 602 901 1,971 Total operating lease expense $ 1,922 $ 2,700 $ 6,354 $ 6,109 |
Schedule of Supplemental Balance Sheet Information related to leases | As of As of September 30, December 31, Location in Balance Sheet 2023 2022 Operating lease right-of-use asset, net Operating lease right-of-use assets $ 24,551 $ 28,945 Operating lease liability, current Accrued expenses and other liabilities $ 2,040 $ 475 Operating lease liability, long-term Operating lease liability, long-term 45,535 38,698 Total operating lease liability $ 47,575 $ 39,173 |
Schedule of supplemental lease term and discount rate information related to leases | As of September 30, 2023 As of December 31, 2022 Weighted-average remaining lease terms - operating leases 7.8 years 9.4 years Weighted-average discount rate - operating leases 9.8 % 9.0 % |
Schedule of supplemental cash flow information related to leases | For the Nine Months Ended For the Nine Months Ended September 30, 2023 September 30, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 11,447 $ 3,560 Right-of-use assets obtained in exchange for lease obligations: $ — $ 18,740 |
Schedule of Future minimum lease payments of operating leases | Operating Leases 2023 $ 1,594 2024 8,044 2025 8,553 2026 8,047 2027 8,225 Thereafter 51,043 Total lease payments 85,506 Less: Imputed interest (29,324) Less: Tenant incentive receivable (8,607) Total $ 47,575 |
Basic and diluted net loss pe_2
Basic and diluted net loss per common share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Basic and diluted net loss per common share | |
Schedule of basic and diluted net loss per shares of common stock | Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2023 2022 2023 2022 Numerator Net loss $ (32,720) $ (30,749) $ (97,275) $ (99,250) Denominator Weighted-average common shares for basic and diluted net loss per share 59,448,229 57,973,541 59,087,374 57,573,406 Basic and diluted net loss per common share $ (0.55) $ (0.53) $ (1.65) $ (1.72) |
Schedule of potential shares of common stock excluded | Nine Months Ended Nine Months Ended September 30, September 30, 2023 2022 Stock options to purchase common stock 8,290,588 7,724,059 Early exercised stock options subject to future vesting 227,499 565,224 Restricted stock award subject to future vesting 49,465 247,780 Unvested restricted stock units 2,263,195 — Warrants 32,009 32,009 Total 10,862,756 8,569,072 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of reserved shares of common stock | Shares Options and RSUs issued and outstanding 10,553,783 Shares available for future stock option and RSU grants 4,965,447 Shares available for employee stock purchase plan 1,014,018 Total 16,533,248 |
Schedule of common stock available under 2021 Incentive Plan | Shares Balance, December 31, 2022 5,786,358 Shares reserved for issuance 2,954,788 Options granted (4,610,961) RSU’s granted (2,438,500) Options and RSUs forfeited / cancelled 3,273,762 Balance September 30, 2023 4,965,447 |
Schedule of stock option activity | Weighted Average Remaining Aggregate Contractual Intrinsic Term Value Shares Exercise Price (years) (in thousands) Outstanding January 1, 2023 7,489,678 $ 7.77 7.84 $ 8,991 Granted 4,603,561 4.35 — — Exercised (601,588) 1.00 — — Forfeited (3,098,457) 7.01 — — Cancelled (102,606) 12.94 — — Outstanding, September 30, 2023 8,290,588 $ 6.57 7.02 $ 1,307 Exercisable at September 30, 2023 3,721,875 $ 6.74 5.40 $ 92 |
Schedule of weighted-average assumptions | September 30, 2022 December 31, 2022 Expected dividend rate — — Expected option term (years) 6.04 6.09 Expected volatility 78.51 % 69.73 % Risk-free interest rate 3.65 % 1.08 % |
Schedule of stock-based compensation expense and by award type | Nine Months Ended Nine Months Ended September 30, September 30, 2023 2022 Research and development $ 6,504 $ 3,728 General and administrative 4,556 4,209 Total stock-based compensation $ 11,060 $ 7,937 Stock-based compensation expense by award type included within the condensed consolidated statements of operations is as follows: Nine Months Ended Nine Months Ended September 30, September 30, 2023 2022 Stock options $ 7,919 $ 7,202 Restricted stock units 2,774 — Restricted stock awards 183 735 Employee stock purchase plan 184 — Total stock-based compensation $ 11,060 $ 7,937 |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of restricted stock activity | Weighted Average Shares Grant Date Fair Value Total Unvested December 31, 2022 — $ — Granted 2,438,500 3.61 Forfeited (175,305) 4.01 Total Unvested September 30, 2023 2,263,195 $ 3.58 |
Restricted stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of restricted stock activity | Weighted Average Shares Grant Date Fair Value Total Unvested December 31, 2022 193,031 $ 8.41 Granted — — Forfeited (47,689) — Vested (95,877) 2.50 Total Unvested September 30, 2023 49,465 $ 7.27 |
Organization and description _2
Organization and description of the business - Going concern and liquidity (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jan. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Organization and description of the business | |||||||||
Net loss | $ (32,720) | $ (33,291) | $ (31,264) | $ (30,749) | $ (30,988) | $ (37,513) | $ (97,275) | $ (99,250) | |
Cash used in operations | (62,118) | $ 36,959 | |||||||
Amount of cash and cash equivalents on short and long term investments | $ 284,267 | $ 284,267 | |||||||
Reduction percentage | 25% |
Summary of significant accoun_4
Summary of significant accounting policies and basis of presentation (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
Summary of significant accounting policies and basis of presentation | |
Number of operating segment | 1 |
Summary of significant accoun_5
Summary of significant accounting policies and basis of presentation - Restricted cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Summary of significant accounting policies and basis of presentation | ||||
Cash on deposit | $ 1,979 | $ 1,979 | ||
Cash and cash equivalents | 55,307 | 84,265 | ||
Restricted cash | 1,979 | 1,979 | ||
Cash, cash equivalents, and restricted cash | $ 57,286 | $ 86,244 | $ 113,329 | $ 58,162 |
Summary of significant accoun_6
Summary of significant accounting policies and basis of presentation - Property and equipment and Stock-based compensation (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of significant accounting policies and basis of presentation | |
Estimated useful lives of the assets | 5 years |
Expected dividend rate | 0% |
Summary of significant accoun_7
Summary of significant accounting policies and basis of presentation - Early exercised options (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of significant accounting policies and basis of presentation | ||
Amount of deposit liability related to shares held by employees and nonemployees that were subject to repurchase | $ 906 | $ 1,584 |
Total shares legally outstanding | 59,791,497 | 59,137,491 |
Less: unvested early exercised shares | (227,450) | (470,800) |
Less: unvested restricted stock awards (Note 16) | (49,465) | (193,031) |
Total shares issued and outstanding | 59,514,582 | 58,473,660 |
Summary of significant accoun_8
Summary of significant accounting policies and basis of presentation - Income taxes (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Summary of significant accounting policies and basis of presentation | ||
Accrued interest or penalties on unrecognized tax benefits | $ 0 | $ 0 |
Summary of significant accoun_9
Summary of significant accounting policies and basis of presentation - Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Jun. 30, 2023 | Sep. 30, 2023 | |
Summary of significant accounting policies and basis of presentation | ||
Impairment | $ 4,220 | $ 4,220 |
Reduction in force (Details)
Reduction in force (Details) - Employee Severance [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Reduction in force | |
Amount of cash-based expenses | $ 2,032 |
Amount of non-cash stock-based compensation charge | 581 |
Amount of remaining outstanding liabilities related to the reduction | $ 0 |
Asset purchase by Century The_2
Asset purchase by Century Therapeutics Canada ULC (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |||||
Jun. 09, 2020 | Feb. 28, 2023 | Jun. 30, 2022 | Jul. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Asset Acquisition [Line Items] | |||||||
Release of escrow deposit | $ 0 | $ 520 | |||||
In-process research and development (IPR&D) asset | Empirica Agreement | |||||||
Asset Acquisition [Line Items] | |||||||
Total consideration transferred | $ 4,519 | ||||||
Buyer transaction expenses | 203 | ||||||
Escrow deposit | $ 1,506 | ||||||
Release of escrow deposit | $ 494 | $ 517 | $ 523 | ||||
In-process research and development (IPR&D) asset | Empirica Agreement | Accrued expenses and other liabilities | |||||||
Asset Acquisition [Line Items] | |||||||
Accrued compensation expense | $ 0 | $ 220 |
Financial instruments and fai_3
Financial instruments and fair value measurements - Assets measured at fair value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Financial instruments and fair value measurements | ||
Cash equivalents | $ 42,911 | $ 77,736 |
Total assets | 273,412 | 360,814 |
U.S. Treasury | ||
Financial instruments and fair value measurements | ||
Debt securities | 31,256 | 86,475 |
Corporate bonds | ||
Financial instruments and fair value measurements | ||
Debt securities | 199,245 | 196,603 |
Level 1 | ||
Financial instruments and fair value measurements | ||
Cash equivalents | 42,911 | 77,736 |
Total assets | 74,167 | 164,211 |
Level 1 | U.S. Treasury | ||
Financial instruments and fair value measurements | ||
Debt securities | 31,256 | 86,475 |
Level 2 | ||
Financial instruments and fair value measurements | ||
Total assets | 199,245 | 196,603 |
Level 2 | Corporate bonds | ||
Financial instruments and fair value measurements | ||
Debt securities | $ 199,245 | $ 196,603 |
Financial instruments and fai_4
Financial instruments and fair value measurements - Transfers between levels (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Financial instruments and fair value measurements | |
Transfer of assets from level 1 to level 2 | $ 0 |
Transfer of assets from level 2 to level 1 | $ 0 |
Financial instruments and fai_5
Financial instruments and fair value measurements - Investments in fixed maturity securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Financial instruments and fair value measurements | ||
Amortized Cost | $ 231,725 | $ 285,466 |
Gross Unrealized Gains | 8 | 2 |
Gross Unrealized Losses | (1,232) | (2,390) |
Fair Value | 230,501 | 283,078 |
U.S. Treasury | ||
Financial instruments and fair value measurements | ||
Amortized Cost | 31,319 | 87,798 |
Gross Unrealized Losses | (63) | (1,323) |
Fair Value | 31,256 | 86,475 |
Corporate bonds | ||
Financial instruments and fair value measurements | ||
Amortized Cost | 200,406 | 197,668 |
Gross Unrealized Gains | 8 | 2 |
Gross Unrealized Losses | (1,169) | (1,067) |
Fair Value | $ 199,245 | $ 196,603 |
Financial instruments and fai_6
Financial instruments and fair value measurements - Maturities of fixed maturity available-for-sale securities (Details) $ in Thousands | Sep. 30, 2023 USD ($) item | Dec. 31, 2022 USD ($) item |
Financial instruments and fair value measurements | ||
Less than one year | $ 114,759 | $ 231,224 |
One to five years | 115,742 | 51,854 |
Debt securities | $ 230,501 | $ 283,078 |
Number of available-for-sale investment debt securities | item | 71 | 42 |
Amount of accrued interest receivable on available-for-sale investment debt securities | $ 1,541 | $ 0 |
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets - Summary of prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid expenses and other current assets. | ||
Research and development | $ 46 | $ 110 |
Insurance | 1,489 | 1,454 |
Software licenses and other | 872 | 1,417 |
Reimbursement receivable | 123 | 780 |
Warranties | 126 | 242 |
Accrued interest receivable | 1,542 | |
Total prepaid expenses and other current assets | $ 4,198 | $ 4,003 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property and equipment, net | |||||
Gross total | $ 103,159 | $ 103,159 | $ 96,440 | ||
Less: Accumulated depreciation | (21,166) | (21,166) | (13,655) | ||
Property and equipment, net | 81,993 | 81,993 | 82,785 | ||
Depreciation | 3,350 | $ 2,774 | 9,492 | $ 5,602 | |
Impairment on property and equipment | 4,002 | ||||
Lab equipment | |||||
Property and equipment, net | |||||
Gross total | 29,303 | 29,303 | 28,811 | ||
Leasehold improvements | |||||
Property and equipment, net | |||||
Gross total | 68,299 | 68,299 | 48,951 | ||
Construction in progress | |||||
Property and equipment, net | |||||
Gross total | 567 | 567 | 13,998 | ||
Computer software and equipment | |||||
Property and equipment, net | |||||
Gross total | 3,597 | 3,597 | 3,132 | ||
Furniture and fixtures | |||||
Property and equipment, net | |||||
Gross total | $ 1,393 | $ 1,393 | $ 1,548 |
Accrued expenses and other li_3
Accrued expenses and other liabilities - Summary of accrued expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued expenses and other liabilities. | ||
Payroll and bonuses | $ 5,566 | $ 7,062 |
Interest | 117 | |
Accrued clinical trial related costs | 260 | 314 |
Professional and legal fees | 1,198 | 1,637 |
Income tax payable | 851 | |
Operating lease liability, current | $ 2,040 | $ 475 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total accrued expenses and other liabilities | Total accrued expenses and other liabilities |
Other | $ 17 | $ 236 |
Total accrued expenses and other liabilities | $ 9,932 | $ 9,841 |
Long-term debt (Details)
Long-term debt (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Long-term debt | |
Principal | $ 10,000 |
Plus: End of term fee | 395 |
Less: Debt discount attributable to warrants, net of accretion | (8) |
Less: Unamortized deferred financing cost and end of term fee, net of accretion | (146) |
Long-term debt, net | $ 10,241 |
Long-term debt - Term Loan Agre
Long-term debt - Term Loan Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | May 01, 2023 | Sep. 14, 2020 | Dec. 31, 2022 |
Long-term debt | |||
Debt instrument end of term fee | $ (395) | ||
Deferred financing costs | $ 146 | ||
Warrants to purchase units | 16,112 | ||
Warrants term | 10 years | ||
Warrants exercise price | $ 13.96 | ||
Fair value of the warrants at issuance | $ 46 | ||
Loan Agreement | |||
Long-term debt | |||
Loan amount | $ 10,000 | ||
Debt prepayment charges | $ 10,617 | ||
Debt instrument prepayment charge | 100 | ||
Debt instrument end of term fee | $ 395 | ||
Percentage of prepayment charge on original principal amount of debt | 1% | ||
Term | 4 years | ||
Debt interest rate | 14.30% | 9.55% | |
Deferred financing costs | $ 410 | ||
Loan Agreement | Minimum | |||
Long-term debt | |||
Interest only payment period | 30 months | ||
Loan Agreement | Minimum | Prime Rate | |||
Long-term debt | |||
Debt interest rate | 6.30% | ||
Tranche 1 | |||
Long-term debt | |||
Loan amount | $ 10,000 |
Long-term debt - Interest Expen
Long-term debt - Interest Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Long-term debt | ||||
Interest expense | $ 296 | $ 540 | $ 787 | |
Amortization of debt issuance costs, including end of term fee accretion | 77 | 94 | 230 | |
Interest expense | $ 373 | 540 | $ 1,017 | |
Accrued interest | $ 117 | |||
Accrued expenses and other liabilities | ||||
Long-term debt | ||||
Accrued interest | $ 0 | $ 117 |
Bristol-Myers Squibb Collabor_3
Bristol-Myers Squibb Collaboration (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Jan. 07, 2022 USD ($) Program item $ / shares shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 $ / shares | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Aggregate purchase price | $ 872 | $ 250 | ||
Total transaction price | $ 123,187 | |||
Collaboration Agreement | ||||
Number of collaboration programs | Program | 2 | |||
Additional number of collaboration programs | Program | 2 | |||
Upfront cash payment receivable | $ 100,000 | |||
Milestone payments receivable upon achievement of certain development and regulatory milestones | 235,000 | |||
Sales-based milestone payments | $ 500,000 | |||
Termination of Royalty term | 12 years | |||
Common stock issued | shares | 2,160,760 | |||
Common stock, par value | $ / shares | $ 23.14 | |||
Aggregate purchase price | $ 50,000 | |||
Common stock, premium per share | $ / shares | $ 7.82 | |||
Premium amount of common stock | $ 23,200 | |||
Aggregate purchase price excluding premium | $ 26,800 | |||
Number of Commitments | item | 4 | |||
FCDI Collaboration Agreement | Collaboration Agreement | ||||
Upfront cash payment receivable | $ 10,000 |
Bristol-Myers Squibb Collabor_4
Bristol-Myers Squibb Collaboration - Total transaction price (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Bristol-Myers Squibb Collaboration | ||
Total | $ 116,021 | $ 117,988 |
Less current portion of deferred revenue | (3,871) | (7,154) |
Total long-term deferred revenue | 112,150 | 110,834 |
Transaction price | ||
Bristol-Myers Squibb Collaboration | ||
Total | 123,187 | 123,187 |
Total long-term deferred revenue | 123,187 | 123,187 |
Cumulative collaboration revenue recognized | ||
Bristol-Myers Squibb Collaboration | ||
Cumulative collaboration revenue recognized | (7,166) | (5,199) |
Option rights | ||
Bristol-Myers Squibb Collaboration | ||
Total | 109,164 | 109,045 |
Option rights | Transaction price | ||
Bristol-Myers Squibb Collaboration | ||
Total | 109,164 | 109,045 |
Research and development services | ||
Bristol-Myers Squibb Collaboration | ||
Total | 6,857 | 8,943 |
Research and development services | Transaction price | ||
Bristol-Myers Squibb Collaboration | ||
Total | 14,023 | 14,142 |
Research and development services | Cumulative collaboration revenue recognized | ||
Bristol-Myers Squibb Collaboration | ||
Cumulative collaboration revenue recognized | $ (7,166) | $ (5,199) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Mar. 31, 2020 | Jun. 24, 2019 |
Distributed Bio Master Service Agreement | ||||
Commitments and Contingencies | ||||
Milestone payments | $ 16,100 | |||
Milestone payments due | $ 0 | |||
Distributed Bio Master Service Agreement | Accrued expenses and other liabilities | ||||
Commitments and Contingencies | ||||
Accrued expenses | 0 | $ 110 | ||
iCELL Inc. Sublicense Agreement | ||||
Commitments and Contingencies | ||||
Milestone payments due | $ 0 | $ 0 | ||
Development and regulatory approval milestone payments | $ 4,250 | |||
iCELL Inc. Sublicense Agreement | Maximum | ||||
Commitments and Contingencies | ||||
Milestone payments | $ 70,000 |
Leases - Components of lease ex
Leases - Components of lease expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||||
Amount of security deposits on certain leases | $ 416 | $ 416 | $ 1,260 | ||
Impairment on right-of-use assets | 0 | 218 | |||
Operating lease expense: | |||||
Fixed lease cost | 1,443 | $ 1,795 | 4,458 | $ 3,298 | |
Variable lease cost | 474 | 303 | 995 | 840 | |
Short term lease expense | 5 | 602 | 901 | 1,971 | |
Total operating lease expense | $ 1,922 | $ 2,700 | $ 6,354 | $ 6,109 | |
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Initial lease terms | 5 years | 5 years | |||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Initial lease terms | 16 years | 16 years |
Leases - Other information (Det
Leases - Other information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
Operating lease right-of-use asset, net | $ 24,551 | $ 28,945 |
Operating lease liability, current | $ 2,040 | $ 475 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Expenses And Other Liabilities, Current | Accrued Expenses And Other Liabilities, Current |
Operating lease liability, long term | $ 45,535 | $ 38,698 |
Total operating lease liability | $ 47,575 | $ 39,173 |
Leases - Operating lease - Othe
Leases - Operating lease - Other information (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
Weighted-average remaining lease terms (years) - operating leases | 7 years 9 months 18 days | 9 years 4 months 24 days |
Weighted-average discount rate - operating leases | 9.80% | 9% |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Supplemental cash flow information | ||
Operating cash flows from operating leases | $ 11,447 | $ 3,560 |
Right-of-use assets obtained in exchange for lease obligations: | $ 18,740 |
Leases - Future minimum lease p
Leases - Future minimum lease payments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2023 | $ 1,594 | |
2024 | 8,044 | |
2025 | 8,553 | |
2026 | 8,047 | |
2027 | 8,225 | |
Thereafter | 51,043 | |
Total lease payments | 85,506 | |
Less: imputed Interest | (29,324) | |
Less: Tenant incentive receivable | (8,607) | |
Total | $ 47,575 | $ 39,173 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax | ||||
Income tax expense (benefit) | $ 592 | $ 25 | $ 2,750 | $ 59 |
Foreign Tax Authority | Canada Revenue Agency | ||||
Income Tax | ||||
Income tax expense (benefit) | $ 106 |
Basic and diluted net loss pe_3
Basic and diluted net loss per common share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator | ||||||||
Net loss | $ (32,720) | $ (33,291) | $ (31,264) | $ (30,749) | $ (30,988) | $ (37,513) | $ (97,275) | $ (99,250) |
Denominator | ||||||||
Weighted-average common shares for basic net loss per share | 59,448,229 | 57,973,541 | 59,087,374 | 57,573,406 | ||||
Weighted-average common shares for diluted net loss per share | 59,448,229 | 57,973,541 | 59,087,374 | 57,573,406 | ||||
Basic net loss per common share | $ (0.55) | $ (0.53) | $ (1.65) | $ (1.72) | ||||
Diluted net loss per common share | $ (0.55) | $ (0.53) | $ (1.65) | $ (1.72) |
Basic and diluted net loss pe_4
Basic and diluted net loss per common share - Schedule of potential shares of common stock excluded from computation (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Basic and diluted net loss per common share | ||
Securities excluded from the computation of diluted net loss per share | 10,862,756 | 8,569,072 |
Stock options to purchase common stock | ||
Basic and diluted net loss per common share | ||
Securities excluded from the computation of diluted net loss per share | 8,290,588 | 7,724,059 |
Early exercised stock options subject to future vesting | ||
Basic and diluted net loss per common share | ||
Securities excluded from the computation of diluted net loss per share | 227,499 | 565,224 |
Restricted stock award subject to future vesting | ||
Basic and diluted net loss per common share | ||
Securities excluded from the computation of diluted net loss per share | 49,465 | 247,780 |
Unvested restricted stock units | ||
Basic and diluted net loss per common share | ||
Securities excluded from the computation of diluted net loss per share | 2,263,195 | |
Warrants | ||
Basic and diluted net loss per common share | ||
Securities excluded from the computation of diluted net loss per share | 32,009 | 32,009 |
Defined contribution plan (Deta
Defined contribution plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Defined contribution plan | ||||
Defined contributions | $ 514 | $ 249 | $ 1,127 | $ 644 |
First 3% of participating employee contributions | ||||
Defined contribution plan | ||||
Employer contribution matching percentage | 100% | |||
Employee contribution | 3% | |||
Next 2% of participating employee contributions | ||||
Defined contribution plan | ||||
Employer contribution matching percentage | 50% | |||
Employee contribution | 2% |
Stock-based compensation (Detai
Stock-based compensation (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Jun. 17, 2021 | |
Stock Options | ||||
Stock based compensation | ||||
Stock awards vesting period | 4 years | |||
Performance Based Restricted Stock Units | ||||
Stock based compensation | ||||
Conversion of stock shares issued | 1 | |||
Performance Based Restricted Stock Units | Tranche 1 | ||||
Stock based compensation | ||||
Vesting percentage | 50% | |||
Performance Based Restricted Stock Units | Tranche 2 | ||||
Stock based compensation | ||||
Vesting percentage | 50% | |||
2021 Incentive Plan | ||||
Stock based compensation | ||||
Percentage of common stock outstanding | 5% | |||
Increase in common stock reserved | 2,954,788 | 2,750,276 | ||
Shares available for grant | 4,965,447 | 5,786,358 | ||
2021 Incentive Plan | Stock Options | ||||
Stock based compensation | ||||
Shares authorized for issuance | 5,481,735 | |||
Shares available for grant | 5,640,711 | |||
Stock reserved for issuance upon the exercise of previously granted stock options | 158,976 |
Stock-based compensation - Rese
Stock-based compensation - Reserved shares of common stock (Details) - 2021 Incentive Plan | Sep. 30, 2023 shares |
Stock based compensation | |
Reserved shares of common stock for issuance | 16,533,248 |
Options and RSUs | |
Stock based compensation | |
Options and RSUs issued and outstanding | 10,553,783 |
Reserved shares of common stock for issuance | 4,965,447 |
Employee stock purchase plan | |
Stock based compensation | |
Reserved shares of common stock for issuance | 1,014,018 |
Stock-based compensation - Comm
Stock-based compensation - Common stock available under 2021 Incentive Plan (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stock Options | ||
Stock based compensation | ||
Options granted | (4,603,561) | |
Restricted stock units | ||
Stock based compensation | ||
RSU's granted | (2,438,500) | |
2021 Incentive Plan | ||
Stock based compensation | ||
Beginning balance | 5,786,358 | |
Shares reserved for issuance | 2,954,788 | 2,750,276 |
Options and RSUs forfeited / cancelled | 3,273,762 | |
Ending balance | 4,965,447 | 5,786,358 |
2021 Incentive Plan | Stock Options | ||
Stock based compensation | ||
Options granted | (4,610,961) | |
2021 Incentive Plan | Restricted stock units | ||
Stock based compensation | ||
RSU's granted | (2,438,500) |
Stock-based compensation - Stoc
Stock-based compensation - Stock option activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Stock Options | ||
Shares | ||
Outstanding, beginning (in shares) | shares | 7,489,678 | |
Granted | shares | 4,603,561 | |
Exercised | shares | (601,588) | |
Forfeited | shares | (3,098,457) | |
Cancelled | shares | (102,606) | |
Outstanding, ending (in shares) | shares | 8,290,588 | 7,489,678 |
Exercisable | shares | 3,721,875 | |
Weighted Average Exercise Price | ||
Outstanding, beginning | $ 7.77 | |
Granted | 4.35 | |
Exercised | 1 | |
Forfeited | 7.01 | |
Cancelled | 12.94 | |
Outstanding, ending | 6.57 | $ 7.77 |
Exercisable | $ 6.74 | |
Weighted Average Remaining Contractual Term (years) | ||
Outstanding | 7 years 7 days | 7 years 10 months 2 days |
Exercisable | 5 years 4 months 24 days | |
Weighted average grant date fair value | $ 3.04 | |
Aggregate Intrinsic Value | ||
Outstanding, beginning | $ | $ 8,991 | |
Outstanding, ending | $ | 1,307 | $ 8,991 |
Exercisable | $ | 92 | |
Time Based Vesting | ||
Weighted Average Remaining Contractual Term (years) | ||
Unrecognized compensation expense | $ | $ 19,084 | |
Unrecognized compensation expense expected to be recognized over a weighted average period | 2 years 8 months 23 days |
Stock-based compensation - St_2
Stock-based compensation - Stock option weighted-average assumptions (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
weighted-average assumptions fair value of stock option granted | |||
Expected dividend rate | 0% | ||
Stock Options | |||
weighted-average assumptions fair value of stock option granted | |||
Expected option term (years) | 6 years 14 days | 6 years 1 month 2 days | |
Expected volatility | 78.51% | 69.73% | |
Risk-free interest rate | 3.65% | 1.08% |
Stock-based compensation - St_3
Stock-based compensation - Stock-based compensation expense and by award type (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Stock-based compensation | ||
Total stock-based compensation | $ 11,060 | $ 7,937 |
Stock options | ||
Stock-based compensation | ||
Total stock-based compensation | 7,919 | 7,202 |
Restricted stock units | ||
Stock-based compensation | ||
Total stock-based compensation | 2,774 | |
Restricted stock awards | ||
Stock-based compensation | ||
Total stock-based compensation | 183 | 735 |
Employee stock purchase plan | ||
Stock-based compensation | ||
Total stock-based compensation | 184 | |
Research and development | ||
Stock-based compensation | ||
Total stock-based compensation | 6,504 | 3,728 |
General and administrative | ||
Stock-based compensation | ||
Total stock-based compensation | $ 4,556 | $ 4,209 |
Stock-based compensation - Rest
Stock-based compensation - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Shares | ||
Total Unvested | 193,031 | |
Total Unvested | 49,465 | |
Weighted Average Exercise Price | ||
Deposit liability | $ 705 | $ 866 |
Restricted stock | ||
Weighted Average Exercise Price | ||
Restricted stock vesting period | 4 years | |
Unvested restricted stock with time-based vesting | ||
Shares | ||
Total Unvested | 193,031 | |
Forfeited | (47,689) | |
Vested | (95,877) | |
Total Unvested | 49,465 | |
Weighted Average Exercise Price | ||
Total Unvested | $ 8.41 | |
Vested | 2.50 | |
Total Unvested | $ 7.27 | |
Unrecognized compensation expense | $ 311 | |
Unrecognized compensation expense expected to be recognized over a weighted average period | 1 year 5 months 23 days | |
Deposit liability | $ 906 | |
Restricted stock units | ||
Shares | ||
Granted | 2,438,500 | |
Forfeited | (175,305) | |
Total Unvested | 2,263,195 | |
Weighted Average Exercise Price | ||
Granted | $ 3.61 | |
Forfeited | 4.01 | |
Total Unvested | $ 3.58 | |
Unrecognized compensation expense | $ 5,891 | |
Unrecognized compensation expense expected to be recognized over a weighted average period | 1 year 8 months 12 days |
Stock-based compensation - Empl
Stock-based compensation - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan 2021 - shares | 12 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2023 | |
Stock based compensation | ||
Shares authorized for issuance | 564,071 | |
Percentage of common stock outstanding | (1.00%) | |
Increase in common stock reserved | 550,055 | |
Shares available for grant | 1,014,018 |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jan. 07, 2022 | |
Related party transactions | |||||
Accounts payable | $ 5,927 | $ 5,454 | |||
Accrued expenses | $ 721 | $ 721 | |||
Accrued expenses | 17 | $ 236 | |||
Collaboration Agreement | |||||
Related party transactions | |||||
Upfront cash payment receivable | $ 100,000 | ||||
FCDI Collaboration Agreement | |||||
Related party transactions | |||||
Payment to related party | 866 | 6,717 | |||
Research and development | 280 | 4,117 | |||
Legal fees | $ 21 | $ 112 | |||
FCDI Collaboration Agreement | In-process research and development expense | |||||
Related party transactions | |||||
Upfront payment made | $ 4,000 | ||||
FCDI Collaboration Agreement | Collaboration Agreement | |||||
Related party transactions | |||||
Upfront cash payment receivable | $ 10,000 |
Impairment on Long-Lived Asse_2
Impairment on Long-Lived Assets (Details) $ in Thousands | 1 Months Ended | 9 Months Ended |
Jun. 30, 2023 USD ($) item | Sep. 30, 2023 USD ($) | |
Impairment on Long-Lived Assets | ||
Number of existing leased lab | item | 2 | |
Impairment | $ | $ 4,220 | $ 4,220 |