Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41536 | |
Entity Registrant Name | Prime Medicine, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3097762 | |
Entity Address, Address Line One | 21 Erie Street | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | (617) | |
Local Phone Number | 564-0013 | |
Title of 12(b) Security | Common stock, par value $0.00001 per share | |
Trading Symbol | PRME | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 97,300,310 | |
Entity Central Index Key | 0001894562 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 120,577 | $ 187,620 | |
Prepaid expenses and other current assets | 10,872 | 2,697 | |
Total current assets | 218,490 | 296,618 | |
Property and equipment, net | 20,558 | 19,009 | |
Operating lease right-of-use assets | 26,505 | 29,545 | |
Restricted cash | 13,496 | 13,496 | |
Other assets | 1,816 | 1,646 | |
Total assets | 280,865 | 360,314 | |
Current liabilities: | |||
Accounts payable | 5,490 | 4,332 | |
Operating lease liability | 13,509 | 11,694 | |
Total current liabilities | 28,722 | 26,714 | |
Operating lease liability, net of current | 11,933 | 17,051 | |
Non current deferred tax liability | 108 | 279 | |
Total liabilities | 40,763 | 44,044 | |
Commitments and contingencies | |||
Stockholders’ equity | |||
Common stock, par value of $0.00001 per share; 775,000,000 shares authorized; 97,269,915 and 97,209,213 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 2 | 2 | |
Additional paid-in capital | 615,347 | 609,849 | |
Accumulated other comprehensive loss | (268) | (384) | |
Accumulated deficit | (374,979) | (293,197) | |
Total stockholders’ equity | 240,102 | 316,270 | |
Total liabilities and stockholders’ equity | 280,865 | 360,314 | |
Nonrelated Party | |||
Current assets: | |||
Short-term investments | 80,645 | 98,467 | |
Current liabilities: | |||
Accrued expenses and other current liabilities | [1] | 9,723 | 10,688 |
Related Party | |||
Current assets: | |||
Short-term investments | $ 6,396 | $ 7,834 | |
[1](1) Includes related party amount of $0.3 million as of June 30, 2023 and December 31, 2022. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, par or stated value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 775,000,000 | 775,000,000 |
Common stock, shares issued (in shares) | 97,269,915 | 97,209,213 |
Common stock, shares outstanding (in shares) | 97,269,915 | 97,209,213 |
Related Party | Accrued Liabilities | ||
Accrued expenses and other current liabilities | $ 300 | $ 300 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |||
Operating expenses: | ||||||
General and administrative | $ 10,658 | $ 7,365 | $ 19,811 | $ 13,586 | ||
Total operating expenses | 45,257 | 26,305 | 85,290 | 46,203 | ||
Loss from operations | (45,257) | (26,305) | (85,290) | (46,203) | ||
Other income (expense): | ||||||
Change in fair value of short-term investment — related party | 263 | (3,723) | (1,438) | (8,208) | ||
Other income, net | 2,640 | 238 | 4,775 | 249 | ||
Total other income (expense), net | 2,903 | (3,485) | 3,337 | (7,959) | ||
Net loss before income taxes | (42,354) | (29,790) | (81,953) | (54,162) | ||
(Provision for) benefit from income taxes | (31) | 442 | 171 | 974 | ||
Net loss | (42,385) | (29,348) | (81,782) | (53,188) | ||
Cumulative dividend on preferred stock | 0 | (6,293) | 0 | (12,517) | ||
Net loss attributable to common stockholders | (42,385) | (35,641) | (81,782) | (65,705) | ||
Net loss attributable to common stockholders, diluted | $ (42,385) | $ (35,641) | $ (81,782) | $ (65,705) | ||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.47) | $ (1.76) | $ (0.91) | $ (3.31) | ||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.47) | $ (1.76) | $ (0.91) | $ (3.31) | ||
Weighted-average common shares outstanding, diluted (in shares) | 90,467,298 | 20,227,343 | 89,769,970 | 19,871,750 | ||
Weighted-average common shares outstanding, basic (in shares) | 90,467,298 | 20,227,343 | 89,769,970 | 19,871,750 | ||
Comprehensive loss: | ||||||
Net loss | $ (42,385) | $ (29,348) | $ (81,782) | $ (53,188) | ||
Change in unrealized loss on investments, net of tax | (63) | (118) | 116 | (123) | ||
Comprehensive loss | (42,448) | (29,466) | (81,666) | (53,311) | ||
Nonrelated Party | ||||||
Operating expenses: | ||||||
Research and development | $ 34,599 | [1] | $ 18,940 | $ 65,479 | [1] | $ 32,617 |
[1](1) Includes related party amount of $0.3 million and $0.6 million for the three and six months ended June 30, 2023, respectively. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Related Party | General and administrative | ||
Research and development | $ 300 | $ 600 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE AND CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) | Total | Series A Redeemable Convertible Preferred Stock | Series B Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Losses | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 115,761,842 | 45,658,957 | |||||
Beginning balance at Dec. 31, 2021 | $ 196,157,000 | $ 199,643,000 | |||||
Ending balance (in shares) at Mar. 31, 2022 | 115,761,842 | 45,658,957 | |||||
Ending balance at Mar. 31, 2022 | $ 196,157,000 | $ 199,643,000 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 32,413,860 | ||||||
Beginning balance at Dec. 31, 2021 | $ (156,241,000) | $ 0 | $ 15,162,000 | $ (27,000) | $ (171,376,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Reclassification of forward contract — related party | 12,020,000 | $ 1,101,525 | 12,020,000 | ||||
Stock-based compensation expense | 1,123,000 | 1,123,000 | |||||
Change in unrealized loss on investments, net of tax | (5,000) | (5,000) | |||||
Net loss | (23,840,000) | (23,840,000) | |||||
Ending balance (in shares) at Mar. 31, 2022 | 33,515,385 | ||||||
Ending balance at Mar. 31, 2022 | (166,943,000) | $ 0 | 28,305,000 | (32,000) | (195,216,000) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 115,761,842 | 45,658,957 | |||||
Beginning balance at Dec. 31, 2021 | $ 196,157,000 | $ 199,643,000 | |||||
Ending balance (in shares) at Jun. 30, 2022 | 115,761,842 | 45,658,957 | |||||
Ending balance at Jun. 30, 2022 | $ 196,157,000 | $ 199,643,000 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 32,413,860 | ||||||
Beginning balance at Dec. 31, 2021 | (156,241,000) | $ 0 | 15,162,000 | (27,000) | (171,376,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Change in unrealized loss on investments, net of tax | (123,000) | ||||||
Net loss | (53,188,000) | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 33,512,269 | ||||||
Ending balance at Jun. 30, 2022 | (195,063,000) | $ 0 | 29,651,000 | (150,000) | (224,564,000) | ||
Beginning balance (in shares) at Mar. 31, 2022 | 115,761,842 | 45,658,957 | |||||
Beginning balance at Mar. 31, 2022 | $ 196,157,000 | $ 199,643,000 | |||||
Ending balance (in shares) at Jun. 30, 2022 | 115,761,842 | 45,658,957 | |||||
Ending balance at Jun. 30, 2022 | $ 196,157,000 | $ 199,643,000 | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 33,515,385 | ||||||
Beginning balance at Mar. 31, 2022 | (166,943,000) | $ 0 | 28,305,000 | (32,000) | (195,216,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Repurchase of unvested restricted common stock (in shares) | (3,116) | ||||||
Stock-based compensation expense | 1,346,000 | 1,346,000 | |||||
Change in unrealized loss on investments, net of tax | (118,000) | (118,000) | |||||
Net loss | (29,348,000) | (29,348,000) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 33,512,269 | ||||||
Ending balance at Jun. 30, 2022 | $ (195,063,000) | $ 0 | 29,651,000 | (150,000) | (224,564,000) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 97,209,213 | 97,209,213 | |||||
Beginning balance at Dec. 31, 2022 | $ 316,270,000 | $ 2,000 | 609,849,000 | (384,000) | (293,197,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock upon exercise of stock options (in shares) | 18,596 | ||||||
Issuance of common stock upon exercise of stock options | 68,000 | 68,000 | |||||
Stock-based compensation expense | 1,681,000 | 1,681,000 | |||||
Change in unrealized loss on investments, net of tax | 179,000 | 179,000 | |||||
Net loss | (39,397,000) | (39,397,000) | |||||
Ending balance (in shares) at Mar. 31, 2023 | 97,227,809 | ||||||
Ending balance at Mar. 31, 2023 | $ 278,801,000 | $ 2,000 | 611,598,000 | (205,000) | (332,594,000) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 97,209,213 | 97,209,213 | |||||
Beginning balance at Dec. 31, 2022 | $ 316,270,000 | $ 2,000 | 609,849,000 | (384,000) | (293,197,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock upon exercise of stock options (in shares) | 60,702 | ||||||
Change in unrealized loss on investments, net of tax | $ 116,000 | ||||||
Net loss | $ (81,782,000) | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 97,269,915 | 97,269,915 | |||||
Ending balance at Jun. 30, 2023 | $ 240,102,000 | $ 2,000 | 615,347,000 | (268,000) | (374,979,000) | ||
Beginning balance (in shares) at Mar. 31, 2023 | 97,227,809 | ||||||
Beginning balance at Mar. 31, 2023 | 278,801,000 | $ 2,000 | 611,598,000 | (205,000) | (332,594,000) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock upon exercise of stock options (in shares) | 42,106 | ||||||
Issuance of common stock upon exercise of stock options | 166,000 | 166,000 | |||||
Stock-based compensation expense | 3,583,000 | 3,583,000 | |||||
Change in unrealized loss on investments, net of tax | (63,000) | (63,000) | |||||
Net loss | $ (42,385,000) | (42,385,000) | |||||
Ending balance (in shares) at Jun. 30, 2023 | 97,269,915 | 97,269,915 | |||||
Ending balance at Jun. 30, 2023 | $ 240,102,000 | $ 2,000 | $ 615,347,000 | $ (268,000) | $ (374,979,000) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows used in operating activities: | ||
Net loss | $ (81,782) | $ (53,188) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Non cash lease expense | 6,304 | 4,222 |
Stock-based compensation expense | 5,264 | 2,468 |
Depreciation expense | 2,170 | 723 |
Change in fair value of short-term investment — related party | 1,438 | 8,208 |
Amortization of premiums and discount on short-term investments | (1,403) | 249 |
Deferred income taxes | (171) | (974) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (5,299) | (43) |
Accounts payable | 1,104 | 2,428 |
Accrued expenses and other current liabilities | (3,438) | (30,851) |
Lease liabilities | (6,569) | (4,258) |
Net cash used in operating activities | (82,382) | (71,016) |
Cash flows provided by (used in) investing activities: | ||
Maturities of investments | 65,000 | 62,000 |
Purchases of investments | (45,659) | (74,744) |
Purchases of property and equipment | (3,975) | (6,490) |
Payments of security deposits | (170) | (664) |
Net cash provided by (used in) investing activities | 15,196 | (19,898) |
Cash flows provided by (used in) financing activities: | ||
Payments of deferred offering costs | 0 | (1,896) |
Net proceeds from stock option exercises | 143 | 0 |
Net cash provided by (used in) financing activities | 143 | (1,896) |
Net change in cash, cash equivalents, and restricted cash | (67,043) | (92,810) |
Cash, cash equivalents, and restricted cash at beginning of period | 201,116 | 198,545 |
Cash, cash equivalents, and restricted cash at end of period | 134,073 | 105,735 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Total cash, and cash equivalents | 134,073 | 105,735 |
Less: restricted cash | 13,496 | 13,496 |
Cash and cash equivalents | 120,577 | 92,239 |
Supplemental cash flow information: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 3,265 | 28,573 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 712 | 2,583 |
Settlement of forward contract — related party | 0 | 12,020 |
Deferred offering costs included in accounts payable and accrued expenses | $ 0 | $ 244 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | Nature of the Business and Basis of Presentation Prime Medicine, Inc., together with its consolidated subsidiary (the “Company”) is a biotechnology company committed to deliver genetic therapies to address diseases by deploying gene editing technology, Prime Editing. The company is deploying Prime Editing technology, a versatile, precise, efficient and broad gene editing technology, which is designed to make only the right edit at the right position within a gene. With the theoretical potential to repair approximately 90 percent of known disease-causing genetic mutations across many organs and cell types, medicines based on Prime Editing, if approved, could offer a one-time curative genetic therapeutic option to a broad set of patients. The Company was incorporated in the State of Delaware in September 2019. Reverse Stock Split On October 12, 2022, in connection with the Company’s initial public offering (“IPO”), the Company effected a 1-for-3.10880 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios of each series of the Company’s preferred stock. Accordingly, all share and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this stock split and adjustment of the preferred stock conversion ratios. Liquidity and Capital Resources Since its inception, the Company has devoted substantially all of our resources to building its Prime editing platform and advancing development of our portfolio of programs, establishing and protecting our intellectual property, conducting research and development activities, organizing and staffing our company, business planning, raising capital and providing general and administrative support for these operations. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry including, but not limited to, technical risks associated with the successful research, development and manufacturing of product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Current and future programs will require significant research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. In connection with its IPO, completed in October 2022, the Company issued and sold 11,721,456 shares of its common stock, including 1,427,338 shares pursuant to the exercise of the underwriters’ option to purchase additional shares, at a price to the public of $17.00 per share. As a result of the IPO, the Company received $180.2 million in net proceeds, after deducting underwriting discounts, commissions and offering costs of $19.1 million. In connection with the IPO, all outstanding shares of redeemable convertible preferred stock converted into 51,923,758 shares of the Company’s common stock. Risks and Uncertainties The Company is subject to risks and uncertainties common to early stage companies in the biotechnology industry, including, but not limited to, completing preclinical studies and clinical trials, obtaining regulatory approval for product candidates, market acceptance of products, development by competitors of new technological innovations, dependence on key personnel, the ability to attract and retain qualified employees, reliance on third-party organizations, protection of proprietary technology, compliance with government regulations, and the ability to raise additional capital to fund operations. The Company’s product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance-reporting capabilities. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. Since its inception, the Company has incurred substantial losses and as of June 30, 2023, the Company had an accumulated deficit of $375.0 million. The Company expects to generate operating losses and negative operating cash flows for the foreseeable future. The Company expects that its cash, cash equivalents, and investments as of June 30, 2023 of $207.6 million will be sufficient to fund its operations for at least the next twelve months from the date of issuance of these financial statements. The Company will need additional financing to support its continuing operations and pursue its growth strategy. Until such time as the Company can generate significant revenue from product sales, if ever, it expects to finance its operations through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. The Company may be unable to raise additional funds or enter into such other agreements when needed on favorable terms or at all. The inability to raise capital as and when needed would have a negative impact on the Company’s financial condition and its ability to pursue its business strategy. The Company will need to generate significant revenue to achieve profitability, and it may never do so. Basis of Presentation The accompanying condensed consolidated financial statements reflect the operations of the Company and its wholly-owned subsidiary. Intercompany balances and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying condensed consolidated financial statements of Prime Medicine, Inc. are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2023, the results of its operations for the three and six months ended June 30, 2023 and 2022, the condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2023 and 2022, and its cash flows for the six months ended June 30, 2023 and 2022. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2023 and 2022 are also unaudited. The results for the three and six months ended June 30, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. The condensed consolidated balance sheet data as of December 31, 2022 was derived from our audited financial statements, but does not include all disclosures required by U.S. GAAP. These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2022, and notes thereto, which are included in the Company’s Annual Report on Form 10-K that was filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Summary of Significant Accounting Policies The Company’s significant accounting policies are disclosed in Note 2, Summary of significant accounting policies , in the audited consolidated financial statements for the year ended December 31, 2022, and notes thereto, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 9, 2023. Since the date of those financial statements, there have been no material changes to its significant accounting policies. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected within these condensed consolidated financial statements include, but are not limited to the valuation of the Company’s common stock and stock-based awards, and the valuation of the related party forward contract liability. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Actual results may differ materially from those estimates or assumptions. Recently Issued Accounting Pronouncements Not Yet Adopted Accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption. |
Fair Value Measurements and Inv
Fair Value Measurements and Investments | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Investments | Fair Value Measurements and Investments The following tables present the Company’s fair value hierarchy for its assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair value: As of June 30, 2023: (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ — $ 18,776 $ — $ 18,776 U.S. Treasury bills and government securities — 100,886 — 100,886 Short-term investments: U.S. Treasury bills and government securities — 80,645 — 80,645 Related party short-term investment: Beam equity securities 6,396 — — 6,396 Total cash equivalents and investments $ 6,396 $ 200,307 $ — $ 206,703 As of December 31, 2022: (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ — $ 120,511 $ — $ 120,511 Short-term investment: U.S. Treasury securities — $ 98,467 — 98,467 Related party short-term investment: Beam equity securities 7,834 — — 7,834 Total cash equivalents and short-term investments $ 7,834 $ 218,978 $ — $ 226,812 The Company classifies its U.S. Treasury as short-term based on each instrument’s underlying contractual maturity date. The fair value of the Company’s U.S. Treasury securities and money market funds are classified as Level 2 because they are valued using observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency and U.S. Treasury securities. Investments in Debt Securities Unrealized gains and losses of investments in debt securities consisted of the following: As of June 30, 2023: (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term investments in debt securities: U.S. Treasury bills and government securities $ 80,920 $ — $ (275) $ 80,645 Total short-term investments in debt securities $ 80,920 $ — $ (275) $ 80,645 As of December 31, 2022: (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term investments: U.S. Treasury bills and government securities $ 98,851 $ — $ (384) $ 98,467 Total short-term investments in debt securities $ 98,851 $ — $ (384) $ 98,467 The contractual maturities of the Company’s investments in debt securities held were as follows: (in thousands) June 30, December 31, Due within one year $ 80,645 $ 98,467 Marketable securities in unrealized loss positions consisted of the following: As of June 30, 2023: (in thousands, except number of securities) Number of Securities Fair Value Gross Unrealized Losses Investments in continuous loss position for less than 12 months: U.S. Treasury bills and government securities 26 $ 80,645 $ (275) Based on factors such as historical experience, market data, issuer-specific factors, and current economic conditions, the Company did not record an allowance for credit losses as of June 30, 2023 related to these investments. Further, given the lack of significant change in the credit risk, the Company does not consider these investments to be impaired. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following: (in thousands) June 30, December 31, Property and equipment: Laboratory equipment $ 22,323 $ 19,422 Leasehold improvement 578 564 Furniture and Fixture 278 235 Computer hardware and software 11 11 Construction in progress 2,369 1,608 Total property and equipment 25,559 21,840 Less: Accumulated depreciation (5,001) (2,831) Total property and equipment, net $ 20,558 $ 19,009 Depreciation expense related to property and equipment is as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Depreciation Expense $ 1,118 $ 430 $ 2,170 $ 723 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: (in thousands) June 30, December 31, Accrued expenses and other current liabilities Accrued employee compensation and benefits $ 4,460 $ 6,529 Accrued professional fees 3,514 2,162 Lab-related supplies and services 693 1,219 Accrued license fee – related party 250 329 Other 806 449 Total accrued expenses and other current liabilities $ 9,723 $ 10,688 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2019 Equity Incentive Plan The Company’s 2019 Stock Option and Grant Plan (the “2019 Plan”) provides for the Company to grant incentive stock options (“ISO”), non-qualified stock options, unrestricted stock awards, restricted stock awards (“RSA”) and other stock-based awards (collectively, the “Awards”) to the officers, employees, consultants and other key persons of the Company. The 2019 Plan was administered by the Board of Directors, or at the discretion of the Board of Directors, by a committee of the Board of Directors. The exercise prices, vesting and other restrictions are determined at the discretion of the Board of Directors, or its committee if so delegated. In October 2022, in connection with the closing of the Company’s IPO, the Board of Directors determined that no further awards would be granted under the 2019 Plan. 2022 Stock Option and Incentive Plan On February 9, 2022, the Company’s Board of Directors adopted, and on October 10, 2022 its stockholders approved, the 2022 Stock Option and Incentive Plan (the “2022 Plan”), which became effective immediately preceding the date on which the registration statement for the Company’s IPO was declared effective by the SEC. The 2022 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors, and consultants. The 2022 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The shares of common stock underlying any awards under the 2022 Plan and the 2019 Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire, or are otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2022 Plan. The number of shares reserved and available for issuance under the 2022 Plan increased on January 1, 2023 and will increase on each January 1 hereafter, by five percent of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Compensation Committee. On January 1, 2023, the annual increase resulted in an additional 4,860,461 shares authorized being added to the 2022 Plan. As of June 30, 2023, the Company had 16,788,508 shares reserved under the 2022 Plan and the 2019 Plan, and 9,172,130 shares available for issuance under the 2022 Plan. 2022 Employee Stock Purchase Plan On February 9, 2022, the Company’s Board of Directors adopted, and on October 10, 2022 its stockholders approved, the 2022 Employee Stock Purchase Plan (the “2022 ESPP”), which became effective immediately preceding the date on which the registration statement for the Company’s IPO was declared effective by the SEC. The number of shares of common stock that may be issued under the 2022 ESPP cumulatively increased beginning on January 1, 2023 and shall increase on each January 1 hereafter through January 1, 2032, by the least of (i) 971,350 shares of common stock, (ii) one percent of the outstanding number of shares of common stock on the immediately preceding December 31, or (iii) such number of shares of common stock as determined by the administrator of the 2022 ESPP. On January 1, 2023, the annual increase resulted in an additional 971,350 shares authorized being added to the 2022 Plan. As of June 30, 2023, the Company had 1,942,700 shares available for issuance under the 2022 Plan. No shares of the Company’s common stock were issued during the six months ended June 30, 2023 related to the 2022 ESPP. Stock Options The following table summarizes the Company’s stock option activity for the six months ended June 30, 2023: Number of Shares Weighted-Average Exercise Price Outstanding at December 31, 2022 3,954,265 $ 6.43 Granted 3,504,319 12.76 Exercised (60,702) 3.87 Cancelled or forfeited (193,234) 8.36 Outstanding at June 30, 2023 7,204,648 $ 9.48 Options vested and exercisable at June 30, 2023 1,528,964 $ 5.64 Options vested and expected to vest at June 30, 2023 7,204,648 $ 9.48 As of June 30, 2023, there was $44.3 million of total unrecognized compensation cost related to time-based unvested stock options the Company expects to recognize such amount over a remaining weighted-average period of 3.0 years. Performance-Based Stock Options The following table summarizes the Company’s performance-based stock option activity for the six months ended June 30, 2023: Number of Shares Weighted-Average Outstanding at December 31, 2022 411,730 $ 6.65 Granted — — Exercised — — Cancelled or forfeited — — Outstanding at June 30, 2023 411,730 $ 6.65 Vested and exercisable at June 30, 2023 121,160 $ 5.11 As of June 30, 2023, there was $2.3 million of total unrecognized compensation cost related to performance-based stock options. Restricted Common Stock Awards The Company awarded restricted common stock to employees and non-employees under its 2019 Plan. The vesting of these restricted stock awards are time-based or performance-based. Time-Based Restricted Common Stocks The following table summarizes the Company’s time-based restricted common stock activity for the six months ended June 30, 2023 : Number of Shares Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2022 5,015,034 $ 0.10 Issued — — Vested (2,706,997) 0.08 Repurchased — — Outstanding at June 30, 2023 2,308,037 $ 0.12 As of June 30, 2023, there was $0.3 million of total unrecognized compensation cost related to unvested ti me-based restricted common stock which the Company expects to recognize over a weighted-average period of 0.8 years. Performance-Based Restricted Common Stock The following table summarizes the Company’s performance-based restricted common stock activity for the six months ended June 30, 2023 : Number of Shares Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2022 3,832,769 $ 0.07 Issued — — Vested — — Repurchased — — Outstanding at June 30, 2023 3,832,769 $ 0.07 As of June 30, 2023, there was $0.3 million of total unrecognized compensation cost related to unvested performance-based restricted common stock. Stock-Based Compensation The following table below summarizes the classification of the Company’s stock-based compensation expense related to stock options and restricted common stock awards in the condensed consolidated statements of operations and comprehensive loss: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Stock-based compensation expense: Research and development $ 2,164 $ 889 $ 3,334 $ 1,647 General and administrative 1,419 456 1,930 821 Total stock-based compensation expense $ 3,583 $ 1,345 $ 5,264 $ 2,468 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases In April 2023, the Company entered into an amendment to its operating lease (the “Amended Lease”) for additional office and laboratory space at 21 Erie Street, Cambridge, Massachusetts. The Amended Lease is subject to fixed-rate rent escalations. The 23-month lease term of the Amended Lease, over which the Company is obligated to pay approximately $3.7 million, commenced in April 2023. Upon the commencement of the Amended Lease, the Company recorded a lease liability and a right-of-use asset of $3.3 million. The Company’s building leases consist of office and laboratory space under non-cancelable operating leases. Future annual lease payments under non-cancelable operating leases as of June 30, 2023 w ere as follows: (in thousands) Undiscounted Undiscounted lease payments: Remaining in 2023 $ 6,465 2024 14,960 2025 3,915 2026 1,683 2027 567 Total undiscounted lease payments 27,590 Less: imputed interest (2,148) Total operating lease liability $ 25,442 The Company is party to a lease for office and laboratory space at 60 First Street, Cambridge, Massachusetts, with the rent commencement date expected to occur in the first quarter of 2024, subject to any credits pursuant to the terms of the lease. Also subject to any credits pursuant to the terms of the lease, the Company expects to pay up to approximately $208.7 million over the ten . As of June 30, 2023, the lease has not commenced in accordance with ASC 842, Leases ; accordingly, the operating lease liabilities and operating lease right-of-use assets on the condensed consolidated balance sheet through June 30, 2023, and the table above, exclude any amounts related to this lease. |
License and Collaboration Agree
License and Collaboration Agreements | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License and Collaboration Agreements | License and Collaboration Agreements The Company’s significant license agreements are disclosed in Note 11, License and Collaboration Agreements |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Basic and diluted net loss per common share attributable to common stockholders was calculated as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2023 2022 2023 2022 Numerator: Net loss $ (42,385) $ (29,348) $ (81,782) $ (53,188) Cumulative dividend on preferred stock — (6,293) — (12,517) Net loss attributable to common stockholders $ (42,385) $ (35,641) $ (81,782) $ (65,705) Denominator: Weighted-average common shares outstanding, basic and diluted 90,467,298 20,227,343 89,769,970 19,871,750 Net loss per share attributable to common stockholders, basic and diluted $ (0.47) $ (1.76) $ (0.91) $ (3.31) Diluted net loss per share available to common stockholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, preferred stock, unvested restricted stock and stock options to purchase common stock were considered common stock equivalents but had been excluded from the calculation of diluted net loss per share available to common stockholders as their effect was anti-dilutive. In periods in which the Company reports a net loss available to common stockholders, diluted net loss per share available to common stockholders is the same as basic net loss per share available to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The following common stock equivalents were excluded from the calculation of diluted net loss per share applicable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: As of June 30, 2023 2022 Anti-dilutive common stock equivalents: Stock Options to purchase common stock 7,325,808 3,593,533 Unvested restricted common stock 6,140,806 11,995,985 Convertible preferred stock (as converted to common stock) — 51,923,764 Total anti-dilutive common stock equivalents: 13,466,614 67,513,282 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Founder Consulting Services For both the three months ended June 30, 2023 and 2022, the Company made payments of $37,500 in each period, and for the six months ended June 30, 2023 and 2022, the Company made payments of $75,000 in each period to one of the co-founder stockholders for scientific consulting and other expenses. As of June 30, 2023 and December 31, 2022, there were no amounts included within accounts payable. Myeloid Therapeutics In December 2021, the Company and Myeloid Therapeutics, Inc. (“Myeloid”) entered into the Myeloid Collaboration Agreement and Myeloid Subscription Agreement. The Company and Myeloid have one common board member, who is also an affiliate of Newpath, one of the Company’s holders of its common stock. The Company provided notice to Myeloid of its intent to terminate the Myeloid Collaboration Agreement during the second quarter of 2023. As of June 30, 2023 and December 31, 2022, there was $0.3 million related to license fees included within accrued expenses and other current liabilities. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements reflect the operations of the Company and its wholly-owned subsidiary. Intercompany balances and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying condensed consolidated financial statements of Prime Medicine, Inc. are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2023, the results of its operations for the three and six months ended June 30, 2023 and 2022, the condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2023 and 2022, and its cash flows for the six months ended June 30, 2023 and 2022. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2023 and 2022 are also unaudited. The results for the three and six months ended June 30, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. The condensed consolidated balance sheet data as of December 31, 2022 was derived from our audited financial statements, but does not include all disclosures required by U.S. GAAP. These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2022, and notes thereto, which are included in the Company’s Annual Report on Form 10-K that was filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2023. |
Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet AdoptedAccounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption |
Fair Value Measurements and I_2
Fair Value Measurements and Investments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present the Company’s fair value hierarchy for its assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair value: As of June 30, 2023: (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ — $ 18,776 $ — $ 18,776 U.S. Treasury bills and government securities — 100,886 — 100,886 Short-term investments: U.S. Treasury bills and government securities — 80,645 — 80,645 Related party short-term investment: Beam equity securities 6,396 — — 6,396 Total cash equivalents and investments $ 6,396 $ 200,307 $ — $ 206,703 As of December 31, 2022: (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ — $ 120,511 $ — $ 120,511 Short-term investment: U.S. Treasury securities — $ 98,467 — 98,467 Related party short-term investment: Beam equity securities 7,834 — — 7,834 Total cash equivalents and short-term investments $ 7,834 $ 218,978 $ — $ 226,812 |
Debt Securities, Available-for-Sale | Unrealized gains and losses of investments in debt securities consisted of the following: As of June 30, 2023: (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term investments in debt securities: U.S. Treasury bills and government securities $ 80,920 $ — $ (275) $ 80,645 Total short-term investments in debt securities $ 80,920 $ — $ (275) $ 80,645 As of December 31, 2022: (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term investments: U.S. Treasury bills and government securities $ 98,851 $ — $ (384) $ 98,467 Total short-term investments in debt securities $ 98,851 $ — $ (384) $ 98,467 Marketable securities in unrealized loss positions consisted of the following: As of June 30, 2023: (in thousands, except number of securities) Number of Securities Fair Value Gross Unrealized Losses Investments in continuous loss position for less than 12 months: U.S. Treasury bills and government securities 26 $ 80,645 $ (275) |
Investments Classified by Contractual Maturity Date | The contractual maturities of the Company’s investments in debt securities held were as follows: (in thousands) June 30, December 31, Due within one year $ 80,645 $ 98,467 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: (in thousands) June 30, December 31, Property and equipment: Laboratory equipment $ 22,323 $ 19,422 Leasehold improvement 578 564 Furniture and Fixture 278 235 Computer hardware and software 11 11 Construction in progress 2,369 1,608 Total property and equipment 25,559 21,840 Less: Accumulated depreciation (5,001) (2,831) Total property and equipment, net $ 20,558 $ 19,009 Depreciation expense related to property and equipment is as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Depreciation Expense $ 1,118 $ 430 $ 2,170 $ 723 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following: (in thousands) June 30, December 31, Accrued expenses and other current liabilities Accrued employee compensation and benefits $ 4,460 $ 6,529 Accrued professional fees 3,514 2,162 Lab-related supplies and services 693 1,219 Accrued license fee – related party 250 329 Other 806 449 Total accrued expenses and other current liabilities $ 9,723 $ 10,688 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Option, Activity | The following table summarizes the Company’s stock option activity for the six months ended June 30, 2023: Number of Shares Weighted-Average Exercise Price Outstanding at December 31, 2022 3,954,265 $ 6.43 Granted 3,504,319 12.76 Exercised (60,702) 3.87 Cancelled or forfeited (193,234) 8.36 Outstanding at June 30, 2023 7,204,648 $ 9.48 Options vested and exercisable at June 30, 2023 1,528,964 $ 5.64 Options vested and expected to vest at June 30, 2023 7,204,648 $ 9.48 The following table summarizes the Company’s performance-based stock option activity for the six months ended June 30, 2023: Number of Shares Weighted-Average Outstanding at December 31, 2022 411,730 $ 6.65 Granted — — Exercised — — Cancelled or forfeited — — Outstanding at June 30, 2023 411,730 $ 6.65 Vested and exercisable at June 30, 2023 121,160 $ 5.11 |
Share-Based Payment Arrangement, Outstanding Award, Activity, Excluding Option | The following table summarizes the Company’s time-based restricted common stock activity for the six months ended June 30, 2023 : Number of Shares Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2022 5,015,034 $ 0.10 Issued — — Vested (2,706,997) 0.08 Repurchased — — Outstanding at June 30, 2023 2,308,037 $ 0.12 The following table summarizes the Company’s performance-based restricted common stock activity for the six months ended June 30, 2023 : Number of Shares Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2022 3,832,769 $ 0.07 Issued — — Vested — — Repurchased — — Outstanding at June 30, 2023 3,832,769 $ 0.07 |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | The following table below summarizes the classification of the Company’s stock-based compensation expense related to stock options and restricted common stock awards in the condensed consolidated statements of operations and comprehensive loss: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Stock-based compensation expense: Research and development $ 2,164 $ 889 $ 3,334 $ 1,647 General and administrative 1,419 456 1,930 821 Total stock-based compensation expense $ 3,583 $ 1,345 $ 5,264 $ 2,468 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Operating Lease Liability | Future annual lease payments under non-cancelable operating leases as of June 30, 2023 w ere as follows: (in thousands) Undiscounted Undiscounted lease payments: Remaining in 2023 $ 6,465 2024 14,960 2025 3,915 2026 1,683 2027 567 Total undiscounted lease payments 27,590 Less: imputed interest (2,148) Total operating lease liability $ 25,442 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss per common share attributable to common stockholders was calculated as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2023 2022 2023 2022 Numerator: Net loss $ (42,385) $ (29,348) $ (81,782) $ (53,188) Cumulative dividend on preferred stock — (6,293) — (12,517) Net loss attributable to common stockholders $ (42,385) $ (35,641) $ (81,782) $ (65,705) Denominator: Weighted-average common shares outstanding, basic and diluted 90,467,298 20,227,343 89,769,970 19,871,750 Net loss per share attributable to common stockholders, basic and diluted $ (0.47) $ (1.76) $ (0.91) $ (3.31) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following common stock equivalents were excluded from the calculation of diluted net loss per share applicable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: As of June 30, 2023 2022 Anti-dilutive common stock equivalents: Stock Options to purchase common stock 7,325,808 3,593,533 Unvested restricted common stock 6,140,806 11,995,985 Convertible preferred stock (as converted to common stock) — 51,923,764 Total anti-dilutive common stock equivalents: 13,466,614 67,513,282 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Oct. 31, 2022 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Stock issuance costs | $ 0 | $ 1,896 | ||
Accumulated deficit | 374,979 | $ 293,197 | ||
Cash, cash equivalents, and investments | $ 207,600 | |||
Reverse stock split | 0.32167 | |||
Common Stock | ||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Convertible preferred stock, number of shares converted into common stock (in shares) | shares | 51,923,758 | |||
IPO | ||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Sale of stock, number of shares issued (in shares) | shares | 11,721,456 | |||
Sale of stock, price per share (in usd per share) | $ / shares | $ 17 | |||
Proceeds from IPO | $ 180,200 | |||
Stock issuance costs | $ 19,100 | |||
Over-Allotment Option | ||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Sale of stock, number of shares issued (in shares) | shares | 1,427,338 |
Fair Value Measurements and I_3
Fair Value Measurements and Investments - Hierarchy For Assets and Liabilities Measured At Fair Value On A Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 80,645 | $ 98,467 |
Total assets | 206,703 | 226,812 |
Related Party | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Related party short-term investment | 6,396 | 7,834 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 18,776 | 120,511 |
U.S. Treasury bills and government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 100,886 | |
Short-term investments | 80,645 | 98,467 |
U.S. Treasury bills and government securities | Nonrelated Party | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 80,645 | |
U.S. Treasury securities | Nonrelated Party | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 98,467 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 6,396 | 7,834 |
Level 1 | Related Party | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Related party short-term investment | 6,396 | 7,834 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 1 | U.S. Treasury bills and government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Level 1 | U.S. Treasury bills and government securities | Nonrelated Party | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Level 1 | U.S. Treasury securities | Nonrelated Party | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 200,307 | 218,978 |
Level 2 | Related Party | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Related party short-term investment | 0 | 0 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 18,776 | 120,511 |
Level 2 | U.S. Treasury bills and government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 100,886 | |
Level 2 | U.S. Treasury bills and government securities | Nonrelated Party | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 80,645 | |
Level 2 | U.S. Treasury securities | Nonrelated Party | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 98,467 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Level 3 | Related Party | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Related party short-term investment | 0 | 0 |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 3 | U.S. Treasury bills and government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Level 3 | U.S. Treasury bills and government securities | Nonrelated Party | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 0 | |
Level 3 | U.S. Treasury securities | Nonrelated Party | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 0 |
Fair Value Measurements and I_4
Fair Value Measurements and Investments - Schedule of Short-Term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 80,920 | $ 98,851 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (275) | (384) |
Fair Value | 80,645 | 98,467 |
U.S. Treasury bills and government securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 80,920 | 98,851 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (275) | (384) |
Fair Value | $ 80,645 | $ 98,467 |
Fair Value Measurements and I_5
Fair Value Measurements and Investments - Contractual Maturities of Short-Term Investments in Available-For-Sale Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Due within one year | $ 80,645 | $ 98,467 |
Fair Value Measurements and I_6
Fair Value Measurements and Investments - Marketable Securities In Unrealized Loss Position (Details) - U.S. Treasury bills and government securities $ in Thousands | Jun. 30, 2023 USD ($) security |
Investments in continuous loss position for less than 12 months: | |
Number of Securities | security | 26 |
Fair Value | $ 80,645 |
Gross Unrealized Losses | $ (275) |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 25,559 | $ 21,840 |
Less: Accumulated depreciation | (5,001) | (2,831) |
Total property and equipment, net | 20,558 | 19,009 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 22,323 | 19,422 |
Leasehold improvement | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 578 | 564 |
Furniture and Fixture | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 278 | 235 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 11 | 11 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,369 | $ 1,608 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1,118 | $ 430 | $ 2,170 | $ 723 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Nonrelated Party - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Line Items] | |||
Accrued employee compensation and benefits | $ 4,460 | $ 6,529 | |
Accrued professional fees | 3,514 | 2,162 | |
Lab-related supplies and services | 693 | 1,219 | |
Accrued license fee–related party | 250 | 329 | |
Other | 806 | 449 | |
Total accrued expenses and other current liabilities | [1] | $ 9,723 | $ 10,688 |
[1](1) Includes related party amount of $0.3 million as of June 30, 2023 and December 31, 2022. |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Feb. 09, 2022 | Jun. 30, 2023 | Jan. 01, 2023 | |
Stock Options to purchase common stock | 2022 Stock Option and Incentive Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Percentage of annual increase in shares reserved for future issuance | 5% | ||
Shares issuable under plan (in shares) | 4,860,461 | ||
Shares available for grant (in shares) | 9,172,130 | ||
Stock Options to purchase common stock | 2022 Stock Option and Incentive Plan and 2019 Equity Incentive Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares issuable under plan (in shares) | 16,788,508 | ||
Employee Stock | 2022 Employee Stock Purchase Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Percentage of annual increase in shares reserved for future issuance | 1% | ||
Shares issuable under plan (in shares) | 971,350 | ||
Shares available for grant (in shares) | 1,942,700 | ||
Additional shares allowable under plan (in shares) | 971,350 | ||
Options issued (in shares) | 0 | ||
Time-Based Stock Options | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 44.3 | ||
Unrecognized compensation costs, period of recognition (in years) | 3 years | ||
Performance-Based Stock Options | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 2.3 | ||
Restricted Stock, Time-Based | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Unrecognized compensation costs, period of recognition (in years) | 9 months 18 days | ||
Unrecognized compensation expense | $ 0.3 | ||
Restricted Stock, Performance-Based | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Unrecognized compensation expense | $ 0.3 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - $ / shares | 6 Months Ended |
Jun. 30, 2023 | |
Number of Shares | |
Beginning of period (in shares) | 3,954,265 |
Granted (in shares) | 3,504,319 |
Exercised (in shares) | (60,702) |
Forfeited (in shares) | (193,234) |
End of period (in shares) | 7,204,648 |
Options vested and exercisable, end of period (in shares) | 1,528,964 |
Options vested and expected to vest, end of period (in shares) | 7,204,648 |
Weighted-Average Exercise Price | |
Beginning of period (in dollars per share) | $ 6.43 |
Granted (in dollars per share) | 12.76 |
Exercised (in dollars per share) | 3.87 |
Forfeited (in dollars per share) | 8.36 |
End of period (in dollars per share) | 9.48 |
Options vested and exercisable, end of period (in dollars per share) | 5.64 |
Options vested and expected to vest, end of period (in dollars per share) | $ 9.48 |
Performance-Based Stock Options | |
Number of Shares | |
Beginning of period (in shares) | 411,730 |
Granted (in shares) | 0 |
Exercised (in shares) | 0 |
Forfeited (in shares) | 0 |
End of period (in shares) | 411,730 |
Options vested and exercisable, end of period (in shares) | 121,160 |
Weighted-Average Grant Date Fair Value | |
Beginning of period (in dollars per share) | $ 6.65 |
Granted (in dollars per share) | 0 |
Exercised (in dollars per share) | 0 |
Cancelled or forfeited (in dollars per share) | 0 |
End of period (in dollars per share) | 6.65 |
Vested and exercisable, end of period (in dollars per share) | $ 5.11 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Restricted Stock, Time-Based | |
Number of Shares | |
Beginning of period (in shares) | shares | 5,015,034 |
Issued (in shares) | shares | 0 |
Vested (in shares) | shares | (2,706,997) |
Repurchased (in shares) | shares | 0 |
End of period (in shares) | shares | 2,308,037 |
Weighted-Average Grant-Date Fair Value | |
Beginning of period (in dollars per share) | $ / shares | $ 0.10 |
Issued (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0.08 |
Repurchased (in dollars per share) | $ / shares | 0 |
End of period (in dollars per share) | $ / shares | $ 0.12 |
Restricted Stock, Performance-Based | |
Number of Shares | |
Beginning of period (in shares) | shares | 3,832,769 |
Issued (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Repurchased (in shares) | shares | 0 |
End of period (in shares) | shares | 3,832,769 |
Weighted-Average Grant-Date Fair Value | |
Beginning of period (in dollars per share) | $ / shares | $ 0.07 |
Issued (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Repurchased (in dollars per share) | $ / shares | 0 |
End of period (in dollars per share) | $ / shares | $ 0.07 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Based Compensation Classification (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation expense | $ 3,583 | $ 1,345 | $ 5,264 | $ 2,468 |
Research and development | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation expense | 2,164 | 889 | 3,334 | 1,647 |
General and administrative | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation expense | $ 1,419 | $ 456 | $ 1,930 | $ 821 |
Leases - Schedule of Maturity (
Leases - Schedule of Maturity (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Leases [Abstract] | |
Remaining in 2023 | $ 6,465 |
2024 | 14,960 |
2025 | 3,915 |
2026 | 1,683 |
2027 | 567 |
Total undiscounted lease payments | 27,590 |
Less: imputed interest | (2,148) |
Total operating lease liability | $ 25,442 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Apr. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Lessee, Lease, Description [Line Items] | |||
Total undiscounted lease payments | $ 27,590 | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 3,265 | $ 28,573 | |
21 Erie Street, Cambridge, Massachusetts Lease | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, term of contract (in years) | 23 months | ||
Total undiscounted lease payments | $ 3,700 | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 3,300 | ||
60 First Street, Cambridge, Massachusetts Lease | |||
Lessee, Lease, Description [Line Items] | |||
Expected liability to be paid | $ 208,700 | ||
Term of contract, lease not yet commenced (in years) | 10 years |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||||
Net loss | $ (42,385) | $ (39,397) | $ (29,348) | $ (23,840) | $ (81,782) | $ (53,188) |
Cumulative dividend on preferred stock | 0 | (6,293) | 0 | (12,517) | ||
Net loss attributable to common stockholders | (42,385) | (35,641) | (81,782) | (65,705) | ||
Net loss attributable to common stockholders, diluted | $ (42,385) | $ (35,641) | $ (81,782) | $ (65,705) | ||
Denominator: | ||||||
Weighted-average common shares outstanding, diluted (in shares) | 90,467,298 | 20,227,343 | 89,769,970 | 19,871,750 | ||
Weighted-average common shares outstanding, basic (in shares) | 90,467,298 | 20,227,343 | 89,769,970 | 19,871,750 | ||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.47) | $ (1.76) | $ (0.91) | $ (3.31) | ||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.47) | $ (1.76) | $ (0.91) | $ (3.31) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Antidilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities (in shares) | 13,466,614 | 67,513,282 |
Stock Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities (in shares) | 7,325,808 | 3,593,533 |
Unvested restricted common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities (in shares) | 6,140,806 | 11,995,985 |
Convertible preferred stock (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities (in shares) | 0 | 51,923,764 |
Related Party Transactions (Det
Related Party Transactions (Details) - Related Party - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Co-Founder Shareholder | Scientific Consulting | |||||
Related Party Transaction [Line Items] | |||||
Amounts of transaction | $ 37,500 | $ 37,500 | $ 75,000 | $ 75,000 | |
Myeloid Therapeutics | Collaborative Arrangement, License Agreement | |||||
Related Party Transaction [Line Items] | |||||
Accrued expenses and other current liabilities | $ 300,000 | $ 300,000 | $ 300,000 |