Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 22, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 001-36829 | ||
Entity Registrant Name | Rocket Pharmaceuticals, Inc. | ||
Entity Central Index Key | 0001281895 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 04-3475813 | ||
Entity Address, Address Line One | 9 Cedarbrook Drive | ||
Entity Address, City or Town | Cranbury | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 08512 | ||
City Area Code | 609 | ||
Local Phone Number | 659-8001 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | RCKT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 644.3 | ||
Entity Common Stock, Shares Outstanding | 79,347,760 | ||
Auditor Firm ID | 274 | ||
Auditor Name | EISNERAMPER LLP | ||
Auditor Location | Iselin, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 140,517 | $ 232,694 |
Investments | 215,877 | 156,046 |
Prepaid expenses and other current assets | 7,666 | 3,319 |
Total current assets | 364,060 | 392,059 |
Property and equipment, net | 29,009 | 22,299 |
Goodwill | 39,154 | 30,815 |
Intangible assets | 25,724 | 0 |
Restricted cash | 1,340 | 1,343 |
Deposits | 608 | 455 |
Investments | 43,276 | 0 |
Operating lease right-of-use assets | 1,972 | 1,569 |
Finance lease right-of-use asset | 46,664 | 48,480 |
Total assets | 551,807 | 497,020 |
Current liabilities: | ||
Accounts payable and accrued expenses | 36,660 | 19,615 |
Operating lease liabilities, current | 773 | 863 |
Finance lease liability, current | 1,736 | 1,689 |
Total current liabilities | 39,169 | 22,167 |
Operating lease liabilities, non-current | 1,088 | 905 |
Finance lease liability, non-current | 19,269 | 19,144 |
Other liabilities | 2,595 | 80 |
Total liabilities | 62,121 | 42,296 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value, 120,000,000 shares authorized; 79,123,312 and 64,505,889 shares issued and 79,120,795 and 64,505,889 shares outstanding at December 31, 2022 and December 31, 2021, respectively | 791 | 645 |
Treasury stock, at cost, 2,571 and 0 common shares at December 31, 2022 and December 31, 2021 respectively | (47) | 0 |
Additional paid-in capital | 1,203,074 | 946,152 |
Accumulated other comprehensive loss | (357) | (161) |
Accumulated deficit | (713,775) | (491,912) |
Total stockholders' equity | 489,686 | 454,724 |
Total liabilities and stockholders' equity | 551,807 | 497,020 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Shareholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 79,123,312 | 64,505,889 |
Common stock, shares outstanding (in shares) | 79,120,741 | 64,505,889 |
Treasury stock, at cost (in shares) | 2,571 | 0 |
Series A Convertible Preferred Stock [Member] | ||
Shareholders' equity: | ||
Preferred stock, shares authorized (in shares) | 300,000 | 300,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Shareholders' equity: | ||
Preferred stock, shares authorized (in shares) | 300,000 | 300,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Operations [Abstract] | |||
Revenue | $ 0 | $ 0 | $ 0 |
Operating expenses: | |||
Research and development | 165,570 | 125,476 | 105,438 |
General and administrative | 58,773 | 41,772 | 28,865 |
Total operating expenses | 224,343 | 167,248 | 134,303 |
Loss from operations | (224,343) | (167,248) | (134,303) |
Research and development incentives | 500 | 1,000 | 0 |
Interest expense | (1,862) | (2,977) | (6,967) |
Interest and other income, net | 3,889 | 3,068 | 2,150 |
Amortization of premium on investments, net | (47) | (2,912) | (580) |
Total other income (expense), net | 2,480 | (1,821) | (5,397) |
Net loss | $ (221,863) | $ (169,069) | $ (139,700) |
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (3.26) | $ (2.67) | $ (2.52) |
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (3.26) | $ (2.67) | $ (2.52) |
Weighted-average common shares outstanding - basic (in shares) | 68,148,925 | 63,235,417 | 55,380,740 |
Weighted-average common shares outstanding - diluted (in shares) | 68,148,925 | 63,235,417 | 55,380,740 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Comprehensive Loss [Abstract] | |||
Net loss | $ (221,863) | $ (169,069) | $ (139,700) |
Other comprehensive loss | |||
Net unrealized loss on investments | (196) | (119) | (62) |
Total comprehensive loss | $ (222,059) | $ (169,188) | $ (139,762) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid In Capital [Member] | Accumulated Other Comprehensive Income / (Loss) [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2019 | $ 548 | $ (53) | $ 489,925 | $ 20 | $ (183,143) | $ 307,297 |
Beginning Balance (in shares) at Dec. 31, 2019 | 54,773,061 | |||||
Issuance of common stock, net of issuance costs | $ 53 | 0 | 280,710 | 0 | 0 | 280,763 |
Issuance of common stock, net of issuance costs (in shares) | 5,339,286 | |||||
Issuance of common stock pursuant to exercise of stock options | $ 6 | 0 | 2,552 | 0 | 0 | 2,558 |
Issuance of common stock pursuant to exercise of stock options (in shares) | 586,857 | |||||
Issuance of treasury stock pursuant to exercise of stock options | $ 0 | (614) | 0 | 0 | 0 | (614) |
Issuance of treasury stock pursuant to exercise of stock options (in shares) | 0 | |||||
Issuance of common stock pursuant to exercise of warrant (in shares) | 1,601 | |||||
Issuance of common stock pursuant to conversion of notes | $ 3 | 0 | 7,626 | 0 | 0 | 7,629 |
Issuance of common stock pursuant to conversion of notes (in shares) | 298,562 | |||||
Issuance of common stock related to acquisition | 0 | |||||
Issuance of warrants | 26,562 | 26,562 | ||||
Stock repurchase | $ 0 | 0 | (72) | 0 | 0 | (72) |
Stock repurchase (in shares) | (3,000) | |||||
Sale of treasury stock | $ 0 | 667 | (76) | 0 | 0 | 591 |
Sale of treasury stock (in shares) | 0 | |||||
Unrealized comprehensive loss on marketable securities | $ 0 | 0 | 0 | (62) | 0 | (62) |
Stock-based compensation | 0 | 0 | 18,567 | 0 | 0 | 18,567 |
Net loss | 0 | 0 | 0 | 0 | (139,700) | (139,700) |
Ending Balance at Dec. 31, 2020 | $ 610 | 0 | 825,794 | (42) | (322,843) | 503,519 |
Ending Balance (in shares) at Dec. 31, 2020 | 60,996,367 | |||||
Issuance of common stock, net of issuance costs | $ 8 | 0 | 26,346 | 0 | 0 | 26,354 |
Issuance of common stock, net of issuance costs (in shares) | 812,516 | |||||
Issuance of common stock pursuant to exercise of stock options | $ 12 | 0 | 11,315 | 0 | 0 | 11,327 |
Issuance of common stock pursuant to exercise of stock options (in shares) | 1,209,960 | |||||
Issuance of common stock pursuant to conversion of notes | $ 15 | 0 | 40,679 | 0 | 0 | 40,694 |
Issuance of common stock pursuant to conversion of notes (in shares) | 1,487,046 | |||||
Issuance of common stock related to acquisition | 0 | |||||
Issuance of warrants | 12,781 | 12,781 | ||||
Unrealized comprehensive loss on marketable securities | $ 0 | 0 | 0 | (119) | 0 | (119) |
Stock-based compensation | 0 | 0 | 29,237 | 0 | 0 | 29,237 |
Net loss | 0 | 0 | 0 | 0 | (169,069) | (169,069) |
Ending Balance at Dec. 31, 2021 | $ 645 | 0 | 946,152 | (161) | (491,912) | 454,724 |
Ending Balance (in shares) at Dec. 31, 2021 | 64,505,889 | |||||
Issuance of common stock, net of issuance costs | $ 78 | 0 | 108,060 | 0 | 0 | 108,138 |
Issuance of common stock, net of issuance costs (in shares) | 7,820,000 | |||||
Issuance of common stock pursuant to exercise of stock options | $ 1 | 0 | 630 | 0 | 0 | 631 |
Issuance of common stock pursuant to exercise of stock options (in shares) | 66,887 | |||||
Treasury stock purchases | $ 0 | (47) | 0 | 0 | $ (47) | |
Treasury stock purchases | 0 | |||||
Treasury stock purchases (in shares) | 2,571 | |||||
Issuance of common stock pursuant to exercise of warrant (in shares) | 0 | |||||
Issuance of common stock pursuant to vesting of restricted stock units | $ 0 | 0 | 0 | 0 | 0 | $ 0 |
Issuance of common stock pursuant to vesting of restricted stock units (in shares) | 10,168 | |||||
Issuance of common stock related to acquisition | $ 34 | 0 | 70,690 | 0 | 0 | $ 70,724 |
Issuance of common stock related to acquisition (in shares) | 3,420,774 | |||||
Issuance of common stock related to earnout restricted stock units settlement (in shares) | 5,101 | |||||
Issuance of common stock related to earnout restricted stock units settlement | $ 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of common stock pursuant to the at-the-market offering program, net of issuance costs | $ 33 | 0 | 46,533 | 0 | 0 | 46,566 |
Issuance of common stock pursuant to the at-the-market offering program, net of issuance costs (in shares) | 3,291,922 | |||||
Unrealized comprehensive loss on marketable securities | $ 0 | 0 | 0 | (196) | 0 | (196) |
Stock-based compensation | 0 | 0 | 31,009 | 0 | 0 | 31,009 |
Net loss | 0 | 0 | 0 | 0 | (221,863) | (221,863) |
Ending Balance at Dec. 31, 2022 | $ 791 | $ (47) | $ 1,203,074 | $ (357) | $ (713,775) | $ 489,686 |
Ending Balance (in shares) at Dec. 31, 2022 | 79,123,312 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Net loss | $ (221,863) | $ (169,069) | $ (139,700) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Accretion of discount on convertible notes | 0 | 753 | 2,758 |
Depreciation and amortization of property and equipment | 3,932 | 3,240 | 1,145 |
Amortization of right of use asset | 2,334 | 2,133 | 5,105 |
Write down of property and equipment, net | 236 | 261 | 419 |
Stock-based compensation | 31,009 | 29,237 | 18,567 |
Amortization of premium on investments, net | 134 | 2,887 | 580 |
Expense in connection with warrant issuance | 0 | 12,781 | 26,562 |
Changes in operating assets and liabilities, net of acquisition: | |||
Prepaid expenses and other assets | (3,593) | 1,307 | (1,517) |
Accounts payable and accrued expenses | 9,674 | (4,827) | 11,015 |
Operating lease liabilities | (120) | (11) | (139) |
Finance lease liability | 172 | 201 | 452 |
Other liabilities | (57) | (56) | 113 |
Net cash used in operating activities | (178,142) | (121,163) | (74,640) |
Investing activities: | |||
Purchases of investments | (376,327) | (245,875) | (209,343) |
Proceeds from maturities of investments | 272,894 | 272,443 | 141,811 |
Cash proceeds from acquisition of business, net of cash paid | 42,726 | 0 | 0 |
Payments made to acquire right of use asset | (261) | (95) | (8,452) |
Purchases of property and equipment | (8,358) | (7,620) | (20,607) |
Net cash (used in) provided by investing activities | (69,326) | 18,853 | (96,591) |
Financing activities: | |||
Issuance of common stock, pursuant to exercise of stock options | 631 | 26,354 | 2,558 |
Issuance of common stock, net of issuance costs | 108,138 | 11,327 | 280,763 |
Proceeds from sale of treasury stock, net of cash paid | 0 | 0 | 591 |
Payment of withholding tax on option exercise | 0 | 0 | (614) |
Treasury stock repurchase | (47) | 0 | (72) |
Convertible notes refinancing costs to the lender | 0 | 0 | (237) |
Issuance of common stock pursuant to the at-the-market offering program, net of issuance costs | 46,566 | 0 | 0 |
Net cash provided by financing activities | 155,288 | 37,681 | 282,989 |
Net change in cash, cash equivalents and restricted cash | (92,180) | (64,629) | 111,758 |
Cash, cash equivalents and restricted cash at beginning of period | 234,037 | 298,666 | 186,908 |
Cash, cash equivalents and restricted cash at end of period | 141,857 | 234,037 | 298,666 |
Supplemental disclosure of non-cash financing and investing activities: | |||
Accrued purchases of property and equipment, ending balance | 2,095 | 728 | 1,756 |
Unrealized loss on investments | (196) | (119) | (62) |
Conversion of convertible notes into common stock | 0 | 40,694 | 7,629 |
Issuance of common stock related to acquisition | 70,724 | 0 | 0 |
Finance lease right of use asset and lease liability | 0 | 0 | 20,179 |
Reclassification of construction in process from finance right of use asset | 261 | 98 | 26,465 |
Supplemental cash flow information: | |||
Cash paid for interest | $ 0 | $ 148 | $ 2,960 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Nature of Business and Basis of Presentation [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Rocket Pharmaceuticals, Inc. (“Rocket” or the “Company”) is a clinical-stage, multi-platform biotechnology company focused on the development of first, only and best-in-class gene therapies, with direct on-target mechanism of action and clear clinical endpoints, for rare and devastating diseases. The Company has three clinical-stage ex vivo lentiviral vector (“LV”) programs. These include programs for Fanconi Anemia (“FA”), a genetic defect in the bone marrow that reduces production of blood cells or promotes the production of faulty blood cells, Leukocyte Adhesion Deficiency-I (“LAD-I”), a genetic disorder that causes the immune system to malfunction and Pyruvate Kinase Deficiency (“PKD”), a rare red blood cell autosomal recessive disorder that results in chronic non-spherocytic hemolytic anemia. Of these, both the Phase 2 FA program and the Phase 1/2 LAD-I program are in potentially registration-enabling studies in the United States (“U.S.”) and Europe (“EU”). Additional work on a gene therapy program for the less common FA subtypes C and G is ongoing. In the U.S., the Company also has a clinical stage in vivo adeno-associated virus (“AAV”) program for Danon disease, a multi-organ lysosomal-associated disorder leading to early death due to heart failure. The Danon program is currently in an ongoing Phase 1 trial. Additionally, the Company has an AAV vector program targeting Plakophilin-2 Arrhythmogenic Cardiomyopathy (“PKP2-ACM”), an inheritable cardiac disorder that is characterized by a progressive loss of cardiac muscle mass, severe right ventricular dilation, dysplasia, fibrofatty replacement of the myocardium and a high propensity to arrhythmias and sudden death. As a result of the Company’s acquisition of Renovacor Inc. (“Renovacor”) (see Note 17-“Renovacor Acquisition”), the Company is able to utilize recombinant AAV9-based gene therapy designed to slow or halt progression of BAG3 Dilated Cardiomyopathy (“DCM”), which is the most common form of cardiomyopathy and is characterized by progressive thinning of the walls of the heart resulting in enlarged heart chambers that are unable to pump blood. The Company has global commercialization and development rights to all of these product candidates under royalty-bearing license agreements. Effective December 2021, a decision was made to no longer pursue Rocket-sponsored clinical evaluation of RP-L401; this program was returned to academic innovators. Although the Company believes that gene therapy may be beneficial to patients afflicted with this disorder, it has opted to focus available resources towards advancement of RP-A601, RP-A501, RP-L102, RP-L201, RP-L301 and BAG3-DCM. |
Risks and Liquidity
Risks and Liquidity | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Liquidity [Abstract] | |
Risks and Liquidity | 2. Risks and Liquidity The Company has not generated any revenue and has incurred losses since inception. Operations of the Company are subject to certain risks and uncertainties, including, among others, uncertainty of drug candidate development, technological uncertainty, uncertainty regarding patents and proprietary rights, having no commercial manufacturing experience, marketing or sales capability or experience, dependency on key personnel, compliance with government regulations and the need to obtain additional financing. Drug 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 infrastructure, and extensive compliance-reporting capabilities. The Company’s product candidates are in the development and clinical stage. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has experienced negative cash flows from operations and had an accumulated deficit of $713.8 million as of December 31, 2022. As of December 31, 2022, the Company has $399.7 million of cash, cash equivalents, and short-term and long-term investments. The Company expects such resources will be sufficient to fund the Company’s operating expenses and capital expenditure requirements through 2024. On February 28, 2022, the Company entered into a sales agreement (the “Sales Agreement”), with Cowen and Company, LLC (“Cowen”), with respect to an at-the-market offering program pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.01 per share, having an aggregate offering price of up to $200 million (the “Shares”) through Cowen as its sales agent. Through December 31, 2022, the Company has sold 3.3 million shares of common stock for net proceeds of $46.6 million pursuant to the at-the-market offering program (see Note 9-“Stockholder’s Equity”). On October 6, 2022, the Company completed a follow-on offering (the “Offering”) pursuant to which it sold 7,820,000 shares of common stock for net proceeds of $108.1 million (see Note 9-“Stockholder’s Equity”). In the longer term, the future viability of the Company is dependent on its ability to generate cash from operating activities or to raise additional capital to finance its operations. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements represent the consolidation of the accounts of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States (“US GAAP”). All intercompany accounts have been eliminated in consolidation. Use of Estimates The preparation of the 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 financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include but are not limited to goodwill impairment, intangible assets, the accrual of research and development expenses, the valuation of equity transactions, and stock-based awards. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consists of bank deposits, certificates of deposit and money market accounts with financial institutions. Cash equivalents are carried at cost which approximates fair value due to their short-term nature and which the Company believes do not have a material exposure to credit risk. The Company considers all highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. The Company’s cash and cash equivalent accounts, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Restricted cash consists of deposits collateralizing letters of credit issued by a bank in connection with the Company’s operating leases (see Note 14 “Commitments and Contingencies” for additional disclosures) and a deposit collateralizing a letter of credit issued by a bank supporting the Company’s corporate credit card. Cash, cash equivalents and restricted cash consist of the following: December 31, 2022 December 31, 2021 Cash and cash equivalents $ 140,517 $ 232,694 Restricted cash 1,340 1,343 $ 141,857 $ 234,037 Government Grants Research and development expense is presented net of reimbursements from the California Institute for Regenerative Medicine (“CIRM”), which are recognized over the period necessary to match the reimbursement with the related costs when it is probable that the Company has complied with the CIRM conditions and will receive the reimbursement. During the years ended December 31, 2022, 2021, and 2020, the Company offset $0, $0.1 million, and $3.6 million of CIRM grant funds, respectively against research and development (“R&D”) expenses (See Note 16 “CIRM Grant” for additional disclosure). Concentrations of credit risk and off-balance sheet risk Financial instruments that subject the Company to credit risk primarily consist of cash and cash equivalents and available-for-sale securities. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and, consequently, the Company believes that such funds are subject to minimal credit risk. The Company’s marketable securities consist of U.S. Treasury Securities, Commercial Paper and Corporate, Government Municipal and Agency Bonds. The Company’s investment policy limits the amounts the Company may invest in any one type of investment and requires all investments held by the Company to be at least AA+/Aa1 rated, thereby reducing credit risk exposure. Investments Investments consist of investments in U.S. Treasury Securities, Commercial Paper and Corporate, and Agency Bonds. Management determines the appropriate classification of these securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. The Company classifies its investments as available-for-sale pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 320, Investments—Debt and Equity Securities $0.2 million, and Intangible Assets Intangible assets related to in process research and development (“IPR&D”) projects are considered to be indefinite-lived until the completion or abandonment of the associated R&D efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. IPR&D intangible assets which are determined to have had a drop in their fair value are adjusted downward and an expense recognized in R&D expenses in the Consolidated Statements of Operations. These IPR&D intangible assets are tested at least annually or when a triggering event occurs that could indicate a potential impairment based on indicators including progress of R&D activities, changes in projected development of assets, and changes in regulatory environment and future commercial markets . Goodwill Business combinations are accounted for under the acquisition method. The total cost of an acquisition is allocated to the underlying identifiable net assets, based on their respective estimated fair values as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. Assets acquired and liabilities assumed are recorded at their estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill is tested for impairment annually as of December 31, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has one segment and one reporting unit and as such review’s goodwill for impairment at the consolidated level. The Company performed the qualitative assessment of its goodwill and determined that it is more likely than not that the fair value of a reporting unit exceeds the carrying value of the reporting unit. As a result, the Company has determined there was no goodwill impairment as of and for the years ended December 31, 2022, 2021 and 2020. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the useful life of the asset. The estimated useful lives are three Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducted its long-lived asset impairment analyses in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets. ASC 360-10-15 requires us to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals. There is no impairment of long-lived assets as of and for the years ended December 31, 2022, 2021 and 2020. Fair Value Measurements The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC 820, Fair Value Measurements and Disclosures Level 1—Valuations based on 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—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The fair value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, deposits, accounts payable and accrued expenses approximate their respective carrying values due to the short-term nature of most of these instruments. Warrants The Company accounts for stock warrants as either equity instruments, liabilities or derivative liabilities in accordance with ASC Topic 480, Distinguishing Liabilities from Equity Research and Development Expenses R&D costs, which include salaries and staff costs, license costs, manufacturing and development costs, clinical trial expenses, regulatory and scientific consulting fees, as well as contract research, and stock-based compensation expense, are accounted for in accordance with ASC Topic 730, Research and Development. The Company does not currently have any commercial biopharmaceutical products and does not expect to have any for several years, if at all. Accordingly, R&D costs are expensed as incurred. While certain of the Company’s R&D costs may have future benefits, the policy of expensing all R&D expenditures is predicated on the fact that the Company has no history of successful commercialization of product candidates to base any estimate of the number of future periods that would be benefited. Foreign Currency Transactions Certain transactions during the years ended December 31, 2022, 2021 and 2020 are denominated in Euros and British pounds. Gains and losses on foreign currency transactions were not significant for the years ended December 31, 2022, 2021 and 2020. Treasury Stock The Company records treasury stock at cost. Stock-Based Compensation The Company issues stock-based awards to employees and non-employees, generally in the form of stock options and restricted stock units. The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation - Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments, including grants of stock options and restricted stock units and modifications to existing stock options, to be recognized in the consolidated statements of operations and comprehensive loss based on their fair values. The Company measures the compensation expense of employee and non-employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date. That cost is recognized on a straight-line basis over the period during which the employee and nonemployee is required to provide service in exchange for the award. The fair value of options on the date of grant is calculated using the Black-Scholes option pricing model based on key assumptions such as expected volatility and expected term. The Company’s estimates of these assumptions are primarily based on the trading price of the Company’s stock, historical data, peer company data and judgment regarding future trends and factors. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs and services are classified or in which the award recipient’s service payments are classified. The Company recognizes compensation expense for at least the portion of awards that are vested. Forfeitures are accounted for as they occur. New York State Life Sciences Research and Development Tax Credit New York State (“NYS”)allows investors and owners of emerging technology companies focused on biotechnology to claim a tax credit against their NYS Tax return for certain expenditures incurred in NYS, including applicable R&D related expenditures. The credit is recognized as R&D incentives when the eligibility and amount has been approved by NYS. During the years ended December 31, 2022, 2021 and 2020, the Company recorded R&D incentive income of $0.5 million, $1.0 million, and $0, respectively related to the NYS Life Sciences Research and Development Tax Credit. Income Taxes The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to recover or settle those temporary differences. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that the Company will not realize some or all of the deferred tax asset. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet differences. In accordance with ASC 740 “Income Taxes”, the Company recorded a full valuation allowance to fully offset the net deferred tax asset because it is not more likely than not that the Company will realize future benefits associated with these deferred tax assets at December 31, 2022 and 2021. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Net Loss Per Share The Company calculates net loss per share in accordance with FASB ASC 260, “Earnings per Share” Segment Reporting Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions, and other events and circumstances from non-owner sources and consists of net loss and changes in unrealized gains and losses on investments. Recent Accounting Pronouncements There were no recent accounting pronouncements that impacted the Company or are expected to have a significant effect on the consolidated financial statements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 4. Fair Value of Financial Instruments Items measured at fair value on a recurring basis are the Company’s investments. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements as of December 31, 2022 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 90,527 $ - $ - $ 90,527 Commercial Paper - 3,899 - 3,899 United States Treasury Securities 3,848 - - 3,848 Corporate Bonds - 8,618 - 8,618 94,375 12,517 - 106,892 Investments: Commercial Paper - 1,151 - 1,151 United States Treasury securities 189,444 - - 189,444 Corporate Bonds - 60,905 - 60,905 Agency Bonds - 7,653 - 7,653 189,444 69,709 - 259,153 Total assets $ 283,819 $ 82,226 $ - $ 366,045 Liabilities: Warrant liability $ - $ - $ 1,512 $ 1,512 Total liabilities $ - $ - $ 1,512 $ 1,512 Fair Value Measurements as of December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 179,900 $ - $ - $ 179,900 179,900 - - 179,900 Investments: United States Treasury securities 44,045 - - 44,045 Corporate Bonds - 96,696 - 96,696 Municipal Bonds - 6,000 - 6,000 Agency Bonds - 9,305 - 9,305 44,045 112,001 - 156,046 Total assets $ 223,945 $ 112,001 $ - $ 335,946 The Company classifies its money market mutual funds and U.S. Treasury securities as Level 1 assets under the fair value hierarchy, as these assets have been valued using quoted market prices in active markets without any valuation adjustment. The Company classifies its Commercial Paper and Corporate, Municipal and Agency Bonds as Level 2 assets as these assets are not traded in an active market and have been valued through a third-party pricing service based on quoted prices for similar assets. Warrant Liability The reconciliation of the Company’s warrant liability, which is recorded as part of Other Liabilities in the consolidated balance sheets, measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis Warrant Liability Balance, January 1, 2022 $ - Acquisition of Renovacor 1,512 Balance, December 31, 2022 $ 1,512 Assumptions Used in Determining Fair Value of Liability-Classified Warrants The Company utilizes a Black-Scholes model to value the Private Warrants (see Note 11-“Warrants”) at each reporting period, with changes in fair value recognized in the consolidated statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in an options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the expected volatility of its common stock based on historical volatility of a peer group, considering the expected remaining life of the Private Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the valuation date for a maturity similar to the expected remaining life of the Private Warrants. The expected life of the Private Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates will remain at zero . The fair value of the Private Warrants has been estimated with the following assumptions: December 1, 2022 Stock price $ 18.39 Exercise price $ 65.23 Expected volatility 71.25 % Risk-free interest rate 4.14 % Expected dividend yield - Expected life (years) 2.39 Fair value per warrant $ 2.45 The fair value change from December 1, 2022, to December 31, 2022, was immaterial. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net The Company’s property and equipment consisted of the following: December 31, 2022 December 31, 2021 Laboratory equipment $ 21,905 $ 12,600 Machinery and equipment 11,326 10,432 Computer equipment 244 218 Furniture and fixtures 2,135 1,963 Leasehold improvements 589 407 Internal use software 1,903 1,902 38,102 27,522 Less: accumulated depreciation and amortization (9,093 ) (5,223 ) $ 29,009 $ 22,299 Depreciation and amortization during the years ended December 31, 2022, 2021, and 2020 was $ million, $3.2 million and $1.1 million, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets and Goodwill [Abstract] | |
Intangible Assets and Goodwill | 6. Intangible Assets and Goodwill The Company’s indefinite lived intangible assets consists of acquired IPR&D asset and mice colony model received from the acquisition of Renovacor. Intangible assets as of December 31, 2022 are summarized as follows: Gross Carrying Value Accumulated Amortization Intangible Assets, Net In process research & development $ 25,150 $ - $ 25,150 Mice colony model 574 - 574 Total intangible assets $ 25,724 $ - $ 25,724 The increase in gross carrying value of intangible assets was due to the acquisition of Renovacor (see Note 17-“Renovacor Acquisition”). The carrying value of Goodwill increased to $39.2 million as of December 31, 2022 compared to $30.8 million as of December 31, 2021 as a result of the acquisition of Renovacor (see Note 17-“Renovacor Acquisition”). |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Accounts Payable and Accrued Expenses | 7. Accounts Payable and Accrued Expenses At December 31, 2022 and 2021, the Company’s accounts payable and accrued expenses consisted of the following: December 31, 2022 December 31, 2021 Research and development $ 19,100 $ 12,082 Employee compensation 10,006 4,533 Property and equipment 2,095 725 Professional fees 1,436 1,196 Acquisition related expenses 1,153 - Government grant payable 597 597 Other 2,273 482 $ 36,660 $ 19,615 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes [Abstract] | |
Convertible Notes | 8. Convertible Notes 2021 Convertible Notes On January 4, 2018, in connection with its reverse merger with Inotek Pharmaceuticals Corporation (“Inotek”), the Company assumed the obligations of Inotek under its outstanding convertible notes, with an aggregate original principal amount of $52.0 million, (the “2021 Convertible Notes”). 2022 Convertible Notes On February 20, 2020, and June 5, 2020, the Company entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of the 2021 Convertible Notes. Pursuant to the Exchange Agreements, on February 20, 2020, the Company exchanged approximately $39.4 million aggregate principal amount of the 2021 Convertible Notes for (a) approximately $39.4 million aggregate principal amount of 6.25% Convertible Senior Notes due August 2022 On April 26, 2021, the Company redeemed the remaining approximately $38.4 million principal amount of the 2022 Convertible Notes as the Company’s stock price traded 30% above the initial conversion price for more than 20 trading days during a 30-day consecutive trading period. Holders of the remaining principal amount of the 2022 Convertible Notes converted such notes in accordance with the terms of the Exchange Agreements into approximately 1.3 million shares of the Company’s common stock and cash in lieu of fractional shares. In accordance with ASC 470- Debt , the settlement of the 2022 Convertible Notes is accounted for as a conversion since the 2022 Convertible Notes did not include a beneficial conversion feature and the carrying amount of the 2022 Convertible Notes. Accretion of the 2021 Convertible Notes discount was $0, $0.3 million, and $1.3 million for the years ended December 31, 2022, 2021, and 2020, respectively. Accretion of the 2022 Convertible Notes discount was $0, $0.5 million and $1.5 million for the years ended December 31, 2022, 2021 and 2020, which was recorded in interest expense in the consolidated statements of operations. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity [Abstract] | |
Shareholders' Equity | 9. Stockholders’ Equity Common Stock The Company is currently authorized to issue up to shares of $ par value common stock. All issued shares of common stock are entitled to vote on a 1 share/ vote basis. Second Amended and Restated 2014 Stock Option and Incentive Plan In March 2018, Rocket’s Board of Directors approved the Second Amended and Restated 2014 Stock Option and Incentive Plan (the “Revised 2014 Plan”) which was approved by the Company’s shareholders at the Annual Meeting held on June 25, 2018. Treasury Stock During fiscal 2022, the Company recorded treasury stock of $0.05 million no treasury stock as of December 31, 2021. Private Placement On August 27, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a fund affiliated with RTW Investments, LP, the Company’s largest shareholder (the “Purchaser”), pursuant to which the Company issued and sold to the Purchaser, in a private placement (the “Private Placement”), 812,516 shares of the Company’s common stock at a purchase price of $32.48 per share for aggregate net proceeds of approximately $26.4 million after deducting estimated offering expenses payable. The Private Placement closed on August 31, 2021. At-the-Market Offering Program On February 28, 2022, the Company entered into the Sales Agreement with Cowen with respect to an at-the-market offering program pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares through Cowen as its sales agent. The shares to be offered and sold under the Sales Agreement, if any, will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3. The Company filed a prospectus supplement with the SEC on February 28, 2022 in connection with the offer and sale of the shares pursuant to the Sales Agreement. The Company will pay Cowen a cash commission of 3.0% of gross proceeds from the sale of the shares pursuant to the Sales Agreement and has provided Cowen with customary indemnification and contribution rights. The Company reimbursed Cowen for certain expenses incurred in connection with the Sales Agreement. Through December 31, 2022 Public Offerings On October 6, 2022, the Company completed a public offering of 7,820,000 $ per share. The gross proceeds to Rocket from the public offering were approximately $ million, net of $ million of offering costs, commissions, legal and other expenses for net proceeds from the offering of $ |
Stock-Based Awards
Stock-Based Awards | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Awards [Abstract] | |
Stock-Based Awards | 10. Stock-Based Awards Stock Option Valuation The weighted average assumptions that the Company used in the Black-Scholes pricing model to determine the fair value of the stock options granted to employees, non-employees and directors were as follows: Years Ended December 31, 2022 2021 2020 Risk-free interest rate 2.19 % 0.83 % 1.00 % Expected term (in years) 5.09 5.84 5.84 Expected volatility 64.12 % 69.27 % 76.98 % Expected dividend yield 0.00 % 0.00 % 0.00 % Exercise price $ 18.56 $ 51.20 $ 22.96 Fair value of common stock $ 18.56 $ 51.20 $ 22.96 The following table summarizes stock option activity for the years ended December 31, 2022 and 2021, under the Revised 2014 Plan: Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 11,050,931 $ 9.10 6.55 $ 504,079 Granted 1,671,759 51.20 8.58 Exercised (1,209,960 ) 9.32 - 54,487 Cancelled (368,969 ) 35.87 Outstanding as of December 31, 2021 11,143,761 $ 14.51 5.95 $ 128,817 Conversion of Renovacor awards 367,852 4.63 0.40 Granted 2,305,910 13.94 5.53 Exercised (66,887 ) 9.43 514 Cancelled (611,766 ) 32.55 Outstanding as of December 31, 2022 13,138,870 $ 14.52 5.46 $ 118,767 Options vested and exercisable as of December 31, 2022 10,246,291 $ 12.31 4.46 $ 110,512 Options unvested as of December 31, 2022 2,892,579 $ 22.35 9.02 $ 8,255 The weighted average grant-date fair value per share of stock options granted during the years ended December 31, 2022, 2021 and 2020 was $9.88, $31.07, and $ , The total fair value of options vested during the years ended December 31, 2022, 2021 and 2020 was $34.9 million, $22.6 million and $15.6 million, respectively. Restricted Stock The following table summarizes the RSU activity for the years ended December 31, 2022 and 2021: Number of Shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2020 20,000 $ 25.06 Granted 3,500 62.32 Vested - Forfeited - Unvested as of December 31, 2021 23,500 $ 30.61 Conversion of Renovacor awards 28,798 0.49 Granted 1,047,301 15.91 Vested (38,966 ) 23.15 Forfeited (67,759 ) 15.94 Unvested as of December 31, 2022 992,874 $ 16.49 The intrinsic vested during the years ended December 31, 2022, 2021 and 2020 was $0.8 million, $ million, and $ million, respectively. As of December 31, 2022, there was approximately $ million of unrecognized compensation cost unvested. This amount is expected to be recognized over a weighted average period of Stock-Based Compensation Stock-based compensation expense recognized by award type is as follows: Years Ended December 31, 2022 2021 2020 Stock options $ 27,620 $ 28,811 $ 18,527 Restricted stock units 3,389 426 40 Total share based compensation expense $ 31,009 $ 29,237 $ 18,567 Stock-based compensation expense by classification included within the consolidated statements of operations and comprehensive loss was as follows: Years Ended December 31, 2022 2021 2020 Research and development $ 12,466 $ 11,954 $ 7,355 General and administrative 18,543 17,283 11,212 Total share based compensation expense $ 31,009 $ 29,237 $ 18,567 As of December 31, 2022, the Company had an aggregate of $45.6 million of unrecognized stock-based compensation expense, which is expected to be recognized over the weighted average period of 1.3 years. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants [Abstract] | |
Warrants | 11. Warrants A summary of the Rocket warrants outstanding at December 31, 2022 is as follows: Exercise Price Outstanding Grant/Assumption Date Expiration Date 24.42 7,051 June 28, 2013 June 28, 2023 57.11 603,386 December 21, 2020 December 21, 2030 33.63 301,291 August 9, 2021 August 9, 2031 22.51 153,155 December 17, 2021 December 17, 2031 22.51 153,155 December 17, 2021 December 17, 2031 65.23 617,050 December 1, 2022 April 23, 2025 65.23 760,086 December 1, 2022 December 1, 2026 0.06 126,093 December 1, 2022 N/A Total 2,721,267 The following table below is the summary of changes in Rocket warrants to purchase common stock for the years ended December 31, 2022, 2021 and 2020: Number of Warrant Shares Outstanding and Exercise Price per Share Balance as of December 31, 2020 610,437 Granted August 2021 301,291 $ 33.63 Granted December 2021 306,310 22.51 Exercised - - Balance as of December 31, 2021 1,218,038 Assumed Renovacor warrants - liability 617,050 $ 65.23 Assumed Renovacor warrants - equity 760,086 65.23 Assumed Renovacor warrants - equity 126,093 0.06 Granted - - Exercised - - Balance as of December 31, 2022 2,721,267 The Company issued warrants to a related party during the years ended December 31, 2021 and 2020 and incurred a non-cash R&D expense of $ 12.8 26.6 No The fair value of the 2021 Rocket warrants was calculated using the Black-Scholes fair value pricing model with the following inputs: Year Ended December 31, 2021 Risk-free interest rate 1.37 % Expected term (in years) 10 Expected volatility 70.25 % Expected dividend yield 0.00 % Exercise price $ 28.07 Fair value of common stock $ 28.07 Assumed Renovacor Public Warrants In conjunction with the Renovacor acquisition (see “Note 17-Renovacor Acquisition”) Rocket assumed outstanding original 8,622,644 pre-acquisition public warrants (“Public Warrants”) which were issued in connection with Renovacor’s initial public offering in April 2020. Each Public Warrant initially entitled the holder to purchase one-half The Company may redeem the Public Warrants in whole and not in part at a price of $0.01 per Public Warrant at any time during the exercise period upon a minimum of 30 days’ prior written notice of redemption if, and only if, the last sale price of the Company’s common stock equals or exceeds $90.75 per share for any 10 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such Public Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. To date, certain of the above conditions have not been met to redeem the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. As of December 31, 2022, the Company determined that the Public Warrants met all of the criteria for equity classification. Accordingly, upon closing of the Merger, the Public Warrants were recorded as a component of additional paid-in capital of $3.4 million. Assumed Renovacor Private Warrants Prior to the acquisition, Renovacor had outstanding 3,500,000 warrants (“Private Warrants”) which were issued simultaneously with the closing of the Renovacor Initial Public Offering (“IPO”), pursuant to a private placement transaction. Each Private Warrant was exercisable to purchase one share of Renovacor’s common stock at an exercise price of $11.50. The Private Warrants are identical to the Public Warrants except that the Private Warrants (i) will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and (ii) will not be non-redeemable by the Company, in each case, so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Private Warrants purchased by Chardan Capital Markets will not be exercisable more than five years from the effective date of the Renovacor IPO, in accordance with FINRA Rule 5110(f)(2)(G)(i), as long as Chardan Capital Markets or any of its related persons beneficially own these Private Warrants. As a result of the acquisition, the Private Warrants were converted into warrants with a right to purchase 617,050 of Rocket common shares at an exercise price of $65.23 per share. The Private Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. The Company classifies the Private Warrants as derivative liabilities in its consolidated balance sheets. The Company measures the fair value of the warrants at the end of each reporting period and recognizes changes in the fair value from the prior period in the Company’s operating results for the current period. See Note 4 for discussion of fair value measurement of the warrant liabilities. Assumed Renovacor Pre-Funded Warrants Concurrently with the execution of the SPAC Merger Agreement, Renovacor entered into subscription agreements (the “Subscription Agreements”), with certain investors (“PIPE Investors”), including Chardan Healthcare, certain stockholders of Old Renovacor and certain other institutional and accredited investors, pursuant to which, on the SPAC Closing Date, and concurrently with the closing of the SPAC Business Combination, the PIPE Investors purchased an aggregate of 2,284,776 shares the Company’s common stock, at a price of $10.00 per share, and a pre-funded warrant entitling the holder thereof to purchase 715,224 shares of the Company’s common stock (the “Pre- Funded Warrant”) at an initial purchase price of $9.99 per share underlying the Pre-Funded Warrant, for aggregate gross proceeds of approximately $30.0 million (the “PIPE Investment”). The Pre-Funded Warrant was immediately exercisable at an exercise price of $0.01 and is exercisable indefinitely, provided that the holder of the Pre-Funded Warrant was prohibited from exercising such Pre-Funded Warrant in an amount that would cause such holder’s beneficial ownership of our Common Stock to exceed 9.99%, which limitation may be increased up to 19.99% at the option of the holder from time to time. As a result of the acquisition, these Pre-Funded Warrants were converted into warrants with a right to purchase 126,093 of Rocket common shares at an exercise price of $0.06 per share. These warrants were exercised in January 2023. As of December 31, 2022, the Company determined that the Pre-Funded Warrants met all of the criteria for equity classification. Accordingly, upon closing of the Merger, the Public Warrants were recorded as a component of additional paid-in capital of $2.3 million. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss Per Share [Abstract] | |
Net Loss Per Share | 12. Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: For the Years Ended December 31, 2022 2021 2020 Numerator: Net loss attributable to common stockholders $ (221,863 ) $ (169,069 ) $ (139,700 ) Denominator: Weighted-average common shares outstanding - basic and diluted 68,148,925 63,235,417 55,380,740 Net loss per share attributable to common stockholders - basic and diluted $ (3.26 ) $ (2.67 ) $ (2.52 ) The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Twelve Months Ended December 31, 2022 2021 2020 Shares issuable upon conversion of the 2021 Convertible Notes - - 160,536 Shares issuable upon conversion of the 2022 Convertible Notes - - 1,195,449 Warrants exercisable for common shares 2,721,267 1,218,038 610,437 Restricted stock units convertible for common shares 992,874 23,500 - Options to purchase common shares 13,138,870 11,143,761 11,050,931 16,853,011 12,385,299 13,017,353 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | 13. Income Taxes No provision for federal or state income taxes was recorded during the years ended December 31, 2022, 2021 and 2020, as the Company incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. A reconciliation of income tax benefit computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: For the Years Ended December 31, 2022 2021 2020 U.S. federal tax at statutory rate 21.0 % 21.0 % 21.0 % Foreign rate differential (16.9 %) (13.0 %) 0 % Change in state tax apportionment (0.1 %) 0.1 % 0.1 % Stock compensation 0.1 % 1.5 % 0.9 % Transfer pricing adjustments 0 % (22.8 %) 0 % Valuation allowance 6.3 % 4.6 % (35.0 %) Federal NOL true-up (2.7 %) 0 % 0 % Tax credits (6.7 %) 8.7 % 13.5 % Other (1.0 %) (0.1 %) (0.5 %) Effective tax rate 0 % 0 % 0 % The significant components of the Company’s deferred income tax assets and liabilities after applying the enacted corporate tax rates are as follows: As of December 31, 2022 2021 2020 Deferred income tax assets (liabilities) R&D credits $ 20,984 $ 35,766 $ 42,613 Net operating losses (“NOL”) and credit carryforwards 33,718 26,789 21,359 Capitalized research and development costs 19,085 19,753 23,179 Stock-based compensation 19,781 11,552 7,406 Debt discount - - (748 ) Warrants 8,390 8,382 5,585 Intangible assets (5,424 ) - - Other (6,332 ) (8,881 ) 1,189 Valuation allowance (91,263 ) (93,361 ) (100,583 ) Net deferred income tax asset (liability) $ (1,061 ) $ - $ - As of December 31, 2022, the Company had federal net operating loss (“NOL”) carryforwards of approximately $142.5 million, of which approximately $3.4 million will begin to expire in 2026 2037 As required by ASC 740, Income Taxes Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. The Company has completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company became a “loss corporation” as defined in Section 382. The Company experienced multiple ownership changes occurring in 2005, 2007, 2015, and 2018. The ownership change has and will continue to subject our pre-ownership change NOL carryforwards to an annual limitation, which will significantly restrict our ability to use them to offset taxable income in periods following the ownership change. In general, the annual use limitation equals the aggregate value of our stock at the time of the ownership change multiplied by a specified tax-exempt interest rate. As a result of the ownership change, the Company is limited to an approximate $1.7 million annual limitation on our ability to utilize our pre-merger NOL’s and R&D Credits. Due to this limitation, approximately $ million of the $ million pre-merger Federal NOL will expire unutilized as the cumulative limitation amount over a carryforward period is $ million. Additionally, $ million of Federal R&D Credits will expire unutilized. As a result, the Company has reduced its deferred tax assets related to the Federal NOL and Federal R&D Credits by an aggregate of $ million which is offset by the corresponding decrease in the valuation allowance. In conjunction with the Renovacor Acquisition (see Note 17- “Renovacor Acquisition”), Rocket acquired Renovacor’s federal NOL’s of $44.5 million. A Section 382 study has not yet been performed as it relates to the Renovacor NOL’s, therefore the limitation of the Renovacor NOL’s is not yet known. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which Rocket operates or does business in. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company records uncertain tax positions as liabilities in accordance with ASC 740 and adjusts these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2022, 2021 and 2020, the Company has not recorded any uncertain tax positions in its financial statements. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations. As of December 31, 2022, 2021 and 2020, no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies The Finance Lease The Company has a lease for a facility in Cranbury, New Jersey, consisting of 103,720 square feet of space including areas for offices, process development, research and development laboratories and 50,000 square feet dedicated to AAV Current Good Manufacturing Practice (“cGMP”) manufacturing facilities to support the Company’s pipeline. A smaller area within this facility was originally leased in August 2018, and the lease was amended in June 2019 to include the full building (such lease, as amended, the “NJ Lease Agreement”). The NJ Lease Agreement has a 15-year term from September 1, 2019, with an option to renew for two consecutive five-year renewal terms. The Company determined the lease commencement date was reached on March 15, 2020, when the construction of all landlord owned improvements had been substantially completed and when the Company began including its leasehold improvements on the balance sheet and move equipment into the space. Upon commencement of the NJ Lease Agreement, the Company recognized total right-of-use assets of $47.7 million, with a corresponding lease liability of $20.2 million. The Company reclassified $26.5 million of construction costs in progress and $1.1 million of prepaid rent as part of the right-of-use asset upon the lease commencement date of March 15, 2020. During the years ended December 31, 2022, and 2021, the Company reclassified an additional $0.3 million and $0.1 million, respectively of construction costs in progress bringing the aggregate reclassification through December 31, 2022, of $32.4 million of construction costs in progress as part of the right of use asset. Estimated rent payments for the NJ Lease Agreement are $1.2 million per annum, payable in monthly installments, depending upon the nature of the leased space, and subject to annual base rent increases of 3%. The total commitment under the lease is estimated to be approximately $29.3 million over the 15-year term of the lease. The Company paid a cash security deposit of $0.3 million to the landlord in connection with the NJ Lease Agreement which has been reflected in deposits in the consolidated balance sheets as of December 31, 2022 and 2021. The total restricted cash balance for the Company’s operating and finance leases at December 31, 2022 and 2021 was $0.8 million. Operating Leases On June 7, 2018, the Company entered into a three-year lease agreement for office space in the Empire State Building in New York, NY (the “ESB Lease Agreement”). In connection with the ESB Lease Agreement, the Company established an irrevocable standby letter of credit (the “Empire LOC”) for $0.9 million. On March 26, 2021, the Company entered in Amendment No. 1 to the ESB Lease Agreement (“ESB Lease Amendment”) that extended the term of the lease agreement to June 30, 2024, reduced the rent payments going forward, and reduced the Empire LOC to $0.8 million. The Empire LOC serves as the Company’s security deposit on the lease in which the landlord is the beneficiary and expires August 29, 2024. The Company has accounted for the ESB Lease Amendment as a modification to the ESB Lease Agreement and remeasured the lease liability and adjusted the operating lease right of use asset by $1.1 million as of and for the year ended December 31, 2021. The Company has a certificate of deposit of $0.8 million and $0.9 million with a bank as collateral for the Empire LOC which is classified as part of restricted cash in the consolidated balance sheets as of December 31, 2022, and 2021, respectively. On January 4, 2018, in connection with the Reverse Merger with Inotek, the Company assumed an operating lease for Inotek’s former headquarters in Lexington, Massachusetts, with a term ending on February 28, 2023. In July 2018, the Company signed an agreement to sublease a portion of the Lexington, Massachusetts space and in September 2018, the Company signed an agreement to sublease the remaining portion of the Lexington, Massachusetts space. Rental income received under the sublease agreement totaled $0.4 million for the years ended December 31, 2022, 2021 and 2020. These amounts are netted against rent expense in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020. On December 1, 2022, the Company completed the acquisition of Renovacor (see Note 17- “Renovacor Acquisition”) and assumed operating leases for space at facilities in Hopewell, New Jersey and Cambridge, Massachusetts with remaining lease terms of approximately 10.25 and 1.3 years, respectively. As a result, the Company recognized a total right-of-use asset of $1.2 million with corresponding total lease liabilities of $1.0 million. In addition, the lease commencement date has not occurred for certain portions of the facility in Hopewell, New Jersey as of December 31, 2022. As a result, future lease payments of approximately $4.3 million are not recorded on the Company’s consolidated balance sheets and excluded from the table of future operating lease payments below. The Company intends to sublease both premises through the remainder of their lease terms. Rent expense was $1.2 million, $1.1 million, and $0.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Lease cost December 31, 2022 Operating lease cost $ 818 Finance lease cost Amortization of right of use assets 2,139 Interest on lease liablities 1,861 Total lease cost $ 4,818 The following table summarizes the maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating lease liabilities recognized on the Company’s balance sheet as of December 31, 2022: Maturity of operating lease liabilities December 31, 2022 2023 862 2024 429 2025 157 2026 151 2027 99 Thereafter 568 Total lease payments $ 2,266 Less: interest (405 ) Total operating lease liabilities $ 1,861 Maturity of finance lease liability December 31, 2022 2023 1,735 2024 1,791 2025 1,856 2026 1,912 2027 1,969 Thereafter 43,032 Total lease payments $ 52,295 Less: interest (31,290 ) Total finance lease liability $ 21,005 December 31, 2022 Operating right-of-use assets $ 1,972 Operating current lease liabilities 773 Operating noncurrent lease liabilities 1,088 Total operating lease liabilities $ 1,861 Finance right-of-use assets $ 46,664 Finance current lease liability 1,736 Finance noncurrent lease liability 19,269 Total finance lease liability $ 21,005 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 938 Cash flows from finance lease $ 1,689 Weighted-average remaining lease term - operating leases 4.8 years Weighted-average remaining lease term - finance lease 21.7 years Weighted-average discount rate - operating leases 6.44 % Weighted-average discount rate - finance lease 8.96 % Litigation From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Although the results of litigation and claims cannot be predicted with certainty, the Company does not believe it is party to any other claim or litigation the outcome of which, if determined adversely to the Company, would individually or in the aggregate be reasonably expected to have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Indemnification Arrangements Pursuant to its bylaws and as permitted under Delaware law, the Company has indemnification obligations to directors, officers, employees or agents of the Company or anyone serving in these capacities. The maximum potential amount of future payments the Company could be required to pay is unlimited. The Company has insurance that reduces its monetary exposure and would enable it to recover a portion of any future amounts paid. As a result, the Company believes that the estimated fair value of these indemnification commitments is minimal. Throughout the normal course of business, the Company has agreements with vendors that provide goods and services required by the Company to run its business. In some instances, vendor agreements include language that requires the Company to indemnify the vendor from certain damages caused by the Company’s use of the vendor’s goods and/or services. The Company has insurance that would allow it to recover a portion of any future amounts that could arise from these indemnifications. As a result, the Company believes that the estimated fair value of these indemnification commitments is minimal. |
Agreements Related to Intellect
Agreements Related to Intellectual Property | 12 Months Ended |
Dec. 31, 2022 | |
Agreements Related to Intellectual Property [Abstract] | |
Agreements Related to Intellectual Property | 15. Agreements Related to Intellectual Property The Company, directly and through its subsidiary Spacecraft , LLC, has various license and research and collaboration arrangements. The transactions principally resulted in the acquisition of rights to intellectual property which is in the preclinical phase and has not been tested for safety or feasibility. In all cases, the Company did not acquire tangible assets, processes, protocols or operating systems. The Company expenses the acquired intellectual property rights as of the acquisition date on the basis that the cost of intangible assets purchased from others for use in research and development activities, has no alternative future uses. License Agreements with CIEMAT In March 2016, the Company entered into a license agreement with CIEMAT, CIBER, and FIISFJD, (collectively, “CIEMAT”), granting Rocket worldwide, exclusive rights to certain patents, know-how and other intellectual property relating to lentiviral vectors containing the human PKLR gene solely within the field of treating PKD. Under the terms of the agreement, the Company is obligated to use commercially reasonable efforts to (a) develop and obtain regulatory approval for one or more products or processes covered by the licensed intellectual property, introduce such products or processes into the commercial market and then make them reasonably available to the public, (b) develop or commercialize at least one product or process covered by the licensed intellectual property in at least one country for at least two As consideration for the licensed rights, Rocket paid CIEMAT an initial upfront license fee of €0.03 million (approximately $0.03 million) which was expensed as research and development (“R&D”) costs. The Company is obligated to make aggregate milestone payments of up to €1.4 million (approximately $1.5 million) to CIEMAT upon the achievement of specified development and regulatory milestones. With respect to any commercialized products covered by the PKD license, Rocket is obligated to pay a low to mid-single digit percentage royalty on net sales, subject to specified adjustments, by the Company or its sublicensees or affiliates. In the event that Rocket enters into a sublicense agreement with a sublicensee, it will be obligated to pay a portion of any consideration received from such sublicensees in specified circumstances. Rocket may terminate this agreement at any time by providing CIEMAT with 90 days advance notice. The license is in effect for a duration for each of the countries defined in this agreement for as long as a license right exists that covers the licensed product or process in such country, or until the end of any additional legal protection that should be obtained for the license rights in each country. In July 2016, Rocket entered into a license agreement with CIEMAT granting it worldwide, exclusive rights to certain patents, know-how, data and other intellectual property relating to lentiviral vectors containing the FA-A gene solely within the field of human therapeutic uses of VSV-G packaged integration component lentiviral vectors for FA type-A gene therapy. This license is only sublicensable with the prior consent of CIEMAT, not to be unreasonably withheld. Under the terms of the agreement, Rocket is obligated to use commercially reasonable efforts to (a) develop and obtain regulatory approval for one or more products or processes covered by the licensed intellectual property, introduce such products or processes into the commercial market and then make them reasonably available to the public (b) develop or commercialize at least one product or process covered by the licensed intellectual property in at least one country for at least two As consideration for the licensed rights, Rocket paid CIEMAT an initial upfront license fee of €0.1 million (approximately $0.1 million), which was expensed as R&D costs. The Company is obligated to make aggregate milestone payments of up to €5.0 million (approximately $6.0 million) to CIEMAT upon the achievement of specified development and regulatory milestones. With respect to any commercialized products covered by the license, Rocket is obligated to pay a mid-single digit percentage royalty on net sales, subject to specified adjustments, by Rocket or its sublicensees or affiliates. In the event that the Company enters into a sublicense agreement with a sublicensee, the Company will be obligated to pay a portion of any consideration received from such sublicensees in specified circumstances. Rocket may terminate this agreement at any time by providing CIEMAT with 90 days’ advance notice. The license is in effect for a duration for each of the countries defined in this agreement for as long as a license right exists that covers the licensed product or process in such country, or until the end of any additional legal protection that should be obtained for the license rights in each country. License Agreement for LAD-I with CIEMAT and UCLB The Company entered into a license agreement in November 2017, effective September 2017, with CIEMAT and UCL Business PLC (“UCLB”), collectively referred to as (“Licensors”), granting the Company worldwide, exclusive rights to certain patents, know-how and other intellectual property relating to lentiviral vectors containing the human LAD-I gene solely within the field of treating LAD-I. Under the terms of the agreement, Rocket is obligated to use commercially reasonable efforts to (a) develop and obtain regulatory approval for one or more products or processes covered by the licensed intellectual property, introduce such products or processes into the commercial market and then make them reasonably available to the public, (b) develop or commercialize at least one product or process covered by the licensed intellectual property in at least one country for at least two As consideration for the licensed rights, Rocket paid Licensors an initial upfront license fee of €0.03 million (approximately $0.04 million), which was expensed as R&D costs. The Company is obligated to make aggregate payments of up to €1.4 million (approximately $1.5 million) to Licensors upon the achievement of specified development and regulatory milestones. With respect to any commercialized products covered by the LAD-I license, Rocket is obligated to pay a mid-single digit percentage royalty on net sales, subject to specified adjustments, by the Company or its sublicensees or affiliates. In the event that the Company enters into a sublicense agreement with a sublicensee, it will be obligated to pay a portion of any consideration received from such sublicensees in specified circumstances. Rocket may terminate this agreement at any time by providing the Licensors with 90 days advance notice. The license is in effect for a duration for each of the countries defined in this agreement for as long as a license right exists that covers the licensed product or process in such country, or until the end of any additional legal protection that should be obtained for the license rights in each country. License Agreement for Danon Disease with UCSD In February 2017, the Company entered into a License Agreement with The Regents of the University of California, represented by its San Diego campus (“UCSD”), under which UCSD granted us an exclusive, sublicensable, worldwide license to certain intellectual property rights for the treatment of lysosomal storage diseases, including Danon disease. In exchange for the license, the Company became obligated to make an up-front payment, certain clinical and commercial milestone payments, royalty payments (on net sales of products covered by a valid claim within the licensed intellectual property), maintenance fees and sublicense revenue payments. The upfront license fee of $0.05 million was expensed as research and development costs in 2020. The Company is obligated to make aggregate milestone payments of up to $1.5 million to UCSD upon the achievement of specified development and regulatory milestones for the treatment of Danon disease. A reduced schedule of milestone payments applies to achieving the same milestones for additional indications. With respect to any commercialized products covered by the agreement, the Company is obligated to pay a low single digit percentage royalty on net sales, subject to specified adjustments. If it enters into a sublicense agreement with a sublicensee, it will be obligated to pay a portion of any consideration received from such sublicensees in specified circumstances. The Company is also subject to certain diligence milestones for development of a product using the intellectual property licensed from UCSD under this agreement. The term of the license agreement with UCSD is through the expiration of the licensed patents, some of which are still in the pending application phase. REGENXBIO, Inc. License On November 19, 2018, the Company entered into a license agreement with REGENXBIO Inc. (“RGNX”), pursuant to which the Company obtained an exclusive license for all U.S. patents and patent applications related to RGNX’s NAV AAV-9 vector for the treatment of Danon disease in humans by in vivo Under the terms of the license agreement, the Company is obligated to use commercially reasonable efforts to develop, commercialize, market, promote and sell products incorporating the Licensed Patents (“Licensed Products”). Unless the license agreement is terminated earlier as provided below, the license from RGNX expires on a country-by-country, Licensed Product-by-Licensed Product basis until the later of the expiration date of the last to expire of the last valid claim of the applicable Licensed Patent or ten years after the first commercial sale of a Licensed Product in such country. The license agreement provides that RGNX may terminate the agreement upon a material breach by the Company if the Company does not cure such breach within a specified notice period if the Company commences a challenge against RGNX or certain of its licensors to declare or render invalid or unenforceable the licensed patents or upon the Company’s bankruptcy or insolvency. The Company may terminate the agreement in its entirety or terminate one or more of the licensed vectors at any time upon six months’ notice. The Company’s Option Right expired four years from the date of the license agreement. In consideration for the rights granted to the Company under the license agreement, the Company made an upfront payment to RGNX of $7.0 million. The license agreement provides for royalties payable to RGNX in the high-single digits to low-teens on net sales levels of Licensed Products during the royalty term. If successful, the Company will be required to make milestone payments to RGNX of up to $ million for each Licensed Product upon the achievement of specified clinical development and regulatory milestones in the U.S. and European Union. In addition, the Company shall pay RGNX of the payment fees received from a priority review voucher issued in connection with or otherwise related to a Licensed Product. These royalty obligations are subject to specified reductions if additional licenses from third parties are required. The Company must also pay RGNX a portion of all non-royalty sublicense income (if any) received from sublicensees. The Company paid a $ million license fee payment under the RGNX agreement upon the dosing of the first Danon patient in 2019. There were additional milestones achieved or related payments made during the years ended December |
CIRM Grants
CIRM Grants | 12 Months Ended |
Dec. 31, 2022 | |
CIRM Grants [Abstract] | |
CIRM Grants | 16. CIRM Grants LAD-I CIRM Grant On April 30, 2019, the CIRM awarded the Company up to $6.6 million under a CLIN2 grant award to support the clinical development of its LV-based gene therapy for RP-L201. Proceeds from the grant will help fund clinical trial costs as well as manufactured drug product for Phase 1/2 patients enrolled at the U.S. clinical site, University of California, Los Angeles (“UCLA”) Mattel Children’s Hospital, led by principal investigator Donald Kohn, M.D., UCLA Professor of Microbiology, Immunology and Molecular Genetics, Pediatrics (Hematology/Oncology), Molecular and Medical Pharmacology and member of the Eli and Edythe Broad Center of Regenerative Medicine and Stem Cell Research at UCLA. In 2019, the Company received the first two grants from CIRM in the aggregate of $1.2 million which were included as an offset against R&D expenses. In 2020, the Company met additional CIRM milestones and received an additional $1.1 million milestone which was recorded as a reduction of R&D expenses in 2020. The Company received the additional milestone payments of $1.1 million and $1.0 million in January and April of 2021, respectively. As of December 31, 2022, the Company did not meet the next milestone and therefore no receivable has been recorded. IMO CIRM Grant On November 12, 2020, the CIRM awarded the Company up to $3.7 million under a CLIN2 grant award to support the clinical development of its LV-based gene therapy, RP-L401, for the treatment of IMO. The Company received $1.0 million pursuant to the grant on January 4, 2021, related to the CIRM IMO award and recorded a reduction of R&D expenses of $0.9 million for the year ended December 31, 2020. |
Renovacor Acquisition
Renovacor Acquisition | 12 Months Ended |
Dec. 31, 2022 | |
Renovacor Acquisition [Abstract] | |
Renovacor Acquisition | 17. Renovacor Acquisition On September 19, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Renovacor, a Delaware corporation pursuant to which, on December 1, 2022, the Company acquired Renovacor (the “Renovacor Acquisition”). On December 1, 2022, pursuant to the terms of the Merger Agreement, (i) Merger Sub I merged with and into the Company (the “First Merger”) and (ii) the Company, as the surviving company of the First Merger merged with and into Merger Sub II, with Merger Sub II surviving the Second Merger. Subject to the terms and conditions of the Merger Agreement, at the closing of the Renovacor Acquisition each share of Renovaor’s common stock outstanding immediately prior to the effective time of the First Merger were canceled and converted into the right to receive 0.1763 (the “Exchange Ratio”) of fully paid and non-assessable shares of the Company common stock, which was determined on the basis of the exchange formula set forth in the Merger Agreement that was subject to adjustment depending on the level of the Renovacor’s net cash at the closing. Prior to the market opening on December 1, 2022, Renovacor shares ceased to trade on NYSE and upon the closing of the acquisition, Renovacor’s outstanding common stock were converted into 3,391,976 shares of Rocket common stock. Total consideration for the acquisition was $72.3 million, consisting of $62.4 million for common stock outstanding, $2.7 million for the portion of equity compensation attributable to the pre-combination service period, and $7.2 million for assumed warrants. The consideration was based on the estimated fair values on the acquisition date of (i) 3,391,976 common shares issued for shares outstanding for common shares of Renovacor, (ii) estimated fair value of employee stock options to acquire 367,852 common shares of the Company, (iii) 28,798 common shares issued for employee time-vesting RSUs, and (iv) warrants to acquire 1,503,229 common shares (see “Note 11”). The total consideration for the acquisition of Renovacor of $72.3 million consisted of the following: Shares Value Total Stock consideration 3,391,976 $ 18.39 $ 62,378 Cash consideration (1) 29 Stock options 367,852 2,163 Time-vesting RSUs 28,798 512 Assumed warrants (2) 1,503,229 7,183 Total consideration 5,291,855 $ 72,265 (1) Represents consideration paid for cash in lieu of fractional shares. (2) Assumed Renovacor Warrants of $ 7,183 5,671 1,512 The acquisition has been accounted for as a business combination using the acquisition method of accounting which requires that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date and that the fair value of acquired IPR&D assets are classified as indefinite-life assets until the successful completion or abandonment of the associated research and development efforts. The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the acquisition date based on their respective preliminary fair values summarized below: Working capital (1) $ (5,210 ) Cash and cash equivalents 42,755 Property and equipment 1,414 Operating lease right-of-use assets 1,161 Other non-current assets 113 IPR&D 25,150 Other intangible asset 574 Operating lease liability (970 ) Deferred tax liability (1,061 ) Net assets acquired 63,926 Goodwill 8,339 Purchase consideration $ 72,265 (1) Includes other receivables, prepaid expenses, account payable and accrued liabilities The fair value assigned to acquired IPR&D was based on the present value of expected after-tax cash flows attributable to Renovacor’s most advanced AAV-based gene therapy targeting BAG3-DCM. The present value of expected after-tax cash flows was determined by estimating the after-tax costs to complete development into a commercially viable product, estimating future revenue and ongoing expenses to produce, and discounting the resulting net cash flows to present value. The cost and revenue projections used were reduced based on the assessed probabilities of different stages of development. Acquired IPR&D will be accounted for as an indefinite-lived intangible asset until regulatory approval in a major market or discontinuation of development. The excess of purchase price over the fair value of amounts assigned to identifiable assets acquired and liabilities assumed represents the goodwill amount of $8.3 million resulting from the acquisition. The goodwill recorded as part of the acquisition is primarily attributable to the broadening of our portfolio and research capabilities, deferred taxes and the assembled workforce. The goodwill attributable to the acquisition has been recorded as a non-current asset in our consolidated balance sheet as of December 31, 2022 and is not amortized, but subject to review for impairment annually. The Company incurred $3.2 million of acquisition related general and administrative costs during the year ended December 31, 2022. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. Related Party Transactions During April 2018, the Company entered into an agreement with a member of the Board of Directors for business development consulting services. Payments for the services under the agreement are $ per quarter, and the Company may terminate the agreement with ’ notice. In October 2020, the Company entered into a consulting agreement with the spouse of one of the Company’s executive officers for information technology advisory services. In exchange for the services provided under the agreement, the Company granted restricted stock units which vest over a period. On December 21, 2020, the Company entered into a consulting agreement with a related party. Pursuant to the consulting agreement, the related party provides certain business development and asset identification consulting services to the Company. The term of the consulting agreement is three years and may be terminated with 60 days’ notice by either party. In exchange for the business development services to be provided under the agreement, the Company issued a warrant exercisable for 603,386 shares of Common Stock. Pursuant to the consulting agreement, the related party is entitled to receive additional warrants exercisable for common stock upon identification of new assets for the Company to in-license. The Company recorded a non-cash R&D expense of $26.6 million for the year ended December 31, 2020, related to the issuance of the warrants. On August 9, 2021, the Company issued a warrant exercisable for 301,291 shares of common stock to the same related party for business development and asset identification consulting services (“August 2021 Warrant”). The Company recorded a non-cash R&D expense of $7.6 million during year ended December 31, 2021, related to the issuance of the August 2021 warrant. On December 17, 2021, the Company issued warrants exercisable for 153,155 and 153,155 shares of common stock, respectively to the same related party for business development and asset identification consulting services (“December 2021 Warrants”). The Company recorded a non-cash R&D expense of $5.2 million during year ended December 31, 2021, related to the issuance of the December 2021 warrant. Total non-cash R&D expense of $12.8 million during the year ended December 31, 2021, related to the issuance of the August 2021 and December 2021 warrants. On August 27, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a fund affiliated with RTW Investments, LP, the Company’s largest shareholder (the “Purchaser”), pursuant to which it agreed to sell and issue to the Purchaser, in a private placement (the “Private Placement”), 812,516 shares of the Company’s common stock at a purchase price of $32.48 per share for aggregate net proceeds of approximately $26.4 million to the Company before deducting estimated offering expenses payable by the Company. The Private Placement closed on August 31, 2021. In addition, concurrently with the execution of the Purchase Agreement, the Company entered into a registration rights agreement with the Purchaser, pursuant to which the Company agreed, following demand by the Purchaser, to file with the Securities and Exchange Commission a Registration Statement on Form S-3 covering the resale of shares of common stock held by the Purchaser as promptly as reasonably practicable following such demand, and in any event within 60 days of such demand. In September 2021, the Company entered into a consulting agreement with a member of the Board of Directors for pipeline development, new asset evaluation, and corporate strategy. In lieu of cash for services to be provided under the consulting agreement during its term, the Company granted the board member options to purchase common stock with a fair value of $ million. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2022 | |
401(k) Savings Plan [Abstract] | |
401(k) Savings Plan | 19. 401(k) Savings Plan The Company has a defined contribution savings plan (the “Plan”) under Section 401(k) of the Internal Revenue Code of 1986. This Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company’s contributions to the Plan may be made at the discretion of the Company’s Board of Directors. The Company has elected to match 4% of employee contributions to the Plan, subject to certain limitations. The Company’s matching contribution for the years ended December 31, 2022, 2021, and 2020 was $0.7 million, $0.6 million, and $0.3 million, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements represent the consolidation of the accounts of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States (“US GAAP”). All intercompany accounts have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the 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 financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include but are not limited to goodwill impairment, intangible assets, the accrual of research and development expenses, the valuation of equity transactions, and stock-based awards. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Actual results could differ from those estimates. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consists of bank deposits, certificates of deposit and money market accounts with financial institutions. Cash equivalents are carried at cost which approximates fair value due to their short-term nature and which the Company believes do not have a material exposure to credit risk. The Company considers all highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. The Company’s cash and cash equivalent accounts, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Restricted cash consists of deposits collateralizing letters of credit issued by a bank in connection with the Company’s operating leases (see Note 14 “Commitments and Contingencies” for additional disclosures) and a deposit collateralizing a letter of credit issued by a bank supporting the Company’s corporate credit card. Cash, cash equivalents and restricted cash consist of the following: December 31, 2022 December 31, 2021 Cash and cash equivalents $ 140,517 $ 232,694 Restricted cash 1,340 1,343 $ 141,857 $ 234,037 |
Government Grants | Government Grants Research and development expense is presented net of reimbursements from the California Institute for Regenerative Medicine (“CIRM”), which are recognized over the period necessary to match the reimbursement with the related costs when it is probable that the Company has complied with the CIRM conditions and will receive the reimbursement. During the years ended December 31, 2022, 2021, and 2020, the Company offset $0, $0.1 million, and $3.6 million of CIRM grant funds, respectively against research and development (“R&D”) expenses (See Note 16 “CIRM Grant” for additional disclosure). |
Concentrations of Credit Risk and Off-balance Sheet Risk | Concentrations of credit risk and off-balance sheet risk Financial instruments that subject the Company to credit risk primarily consist of cash and cash equivalents and available-for-sale securities. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and, consequently, the Company believes that such funds are subject to minimal credit risk. The Company’s marketable securities consist of U.S. Treasury Securities, Commercial Paper and Corporate, Government Municipal and Agency Bonds. The Company’s investment policy limits the amounts the Company may invest in any one type of investment and requires all investments held by the Company to be at least AA+/Aa1 rated, thereby reducing credit risk exposure. |
Investments | Investments Investments consist of investments in U.S. Treasury Securities, Commercial Paper and Corporate, and Agency Bonds. Management determines the appropriate classification of these securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. The Company classifies its investments as available-for-sale pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 320, Investments—Debt and Equity Securities $0.2 million, and |
Intangible Assets | Intangible Assets Intangible assets related to in process research and development (“IPR&D”) projects are considered to be indefinite-lived until the completion or abandonment of the associated R&D efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. IPR&D intangible assets which are determined to have had a drop in their fair value are adjusted downward and an expense recognized in R&D expenses in the Consolidated Statements of Operations. These IPR&D intangible assets are tested at least annually or when a triggering event occurs that could indicate a potential impairment based on indicators including progress of R&D activities, changes in projected development of assets, and changes in regulatory environment and future commercial markets . |
Goodwill | Goodwill Business combinations are accounted for under the acquisition method. The total cost of an acquisition is allocated to the underlying identifiable net assets, based on their respective estimated fair values as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. Assets acquired and liabilities assumed are recorded at their estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill is tested for impairment annually as of December 31, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has one segment and one reporting unit and as such review’s goodwill for impairment at the consolidated level. The Company performed the qualitative assessment of its goodwill and determined that it is more likely than not that the fair value of a reporting unit exceeds the carrying value of the reporting unit. As a result, the Company has determined there was no goodwill impairment as of and for the years ended December 31, 2022, 2021 and 2020. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the useful life of the asset. The estimated useful lives are three |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducted its long-lived asset impairment analyses in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets. ASC 360-10-15 requires us to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals. There is no impairment of long-lived assets as of and for the years ended December 31, 2022, 2021 and 2020. |
Fair Value Measurements | Fair Value Measurements The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC 820, Fair Value Measurements and Disclosures Level 1—Valuations based on 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—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The fair value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, deposits, accounts payable and accrued expenses approximate their respective carrying values due to the short-term nature of most of these instruments. |
Warrants | Warrants The Company accounts for stock warrants as either equity instruments, liabilities or derivative liabilities in accordance with ASC Topic 480, Distinguishing Liabilities from Equity |
Research and Development Expenses | Research and Development Expenses R&D costs, which include salaries and staff costs, license costs, manufacturing and development costs, clinical trial expenses, regulatory and scientific consulting fees, as well as contract research, and stock-based compensation expense, are accounted for in accordance with ASC Topic 730, Research and Development. The Company does not currently have any commercial biopharmaceutical products and does not expect to have any for several years, if at all. Accordingly, R&D costs are expensed as incurred. While certain of the Company’s R&D costs may have future benefits, the policy of expensing all R&D expenditures is predicated on the fact that the Company has no history of successful commercialization of product candidates to base any estimate of the number of future periods that would be benefited. |
Foreign Currency Transactions | Foreign Currency Transactions Certain transactions during the years ended December 31, 2022, 2021 and 2020 are denominated in Euros and British pounds. Gains and losses on foreign currency transactions were not significant for the years ended December 31, 2022, 2021 and 2020. |
Treasury Stock | Treasury Stock The Company records treasury stock at cost. |
Stock-Based Compensation | Stock-Based Compensation The Company issues stock-based awards to employees and non-employees, generally in the form of stock options and restricted stock units. The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation - Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments, including grants of stock options and restricted stock units and modifications to existing stock options, to be recognized in the consolidated statements of operations and comprehensive loss based on their fair values. The Company measures the compensation expense of employee and non-employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date. That cost is recognized on a straight-line basis over the period during which the employee and nonemployee is required to provide service in exchange for the award. The fair value of options on the date of grant is calculated using the Black-Scholes option pricing model based on key assumptions such as expected volatility and expected term. The Company’s estimates of these assumptions are primarily based on the trading price of the Company’s stock, historical data, peer company data and judgment regarding future trends and factors. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs and services are classified or in which the award recipient’s service payments are classified. The Company recognizes compensation expense for at least the portion of awards that are vested. Forfeitures are accounted for as they occur. |
Tax Credits and Income Taxes | New York State Life Sciences Research and Development Tax Credit New York State (“NYS”)allows investors and owners of emerging technology companies focused on biotechnology to claim a tax credit against their NYS Tax return for certain expenditures incurred in NYS, including applicable R&D related expenditures. The credit is recognized as R&D incentives when the eligibility and amount has been approved by NYS. During the years ended December 31, 2022, 2021 and 2020, the Company recorded R&D incentive income of $0.5 million, $1.0 million, and $0, respectively related to the NYS Life Sciences Research and Development Tax Credit. Income Taxes The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to recover or settle those temporary differences. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that the Company will not realize some or all of the deferred tax asset. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet differences. In accordance with ASC 740 “Income Taxes”, the Company recorded a full valuation allowance to fully offset the net deferred tax asset because it is not more likely than not that the Company will realize future benefits associated with these deferred tax assets at December 31, 2022 and 2021. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. |
Net Loss Per Share | Net Loss Per Share The Company calculates net loss per share in accordance with FASB ASC 260, “Earnings per Share” |
Segment Reporting | Segment Reporting Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions, and other events and circumstances from non-owner sources and consists of net loss and changes in unrealized gains and losses on investments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There were no recent accounting pronouncements that impacted the Company or are expected to have a significant effect on the consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Restricted cash consists of deposits collateralizing letters of credit issued by a bank in connection with the Company’s operating leases (see Note 14 “Commitments and Contingencies” for additional disclosures) and a deposit collateralizing a letter of credit issued by a bank supporting the Company’s corporate credit card. Cash, cash equivalents and restricted cash consist of the following: December 31, 2022 December 31, 2021 Cash and cash equivalents $ 140,517 $ 232,694 Restricted cash 1,340 1,343 $ 141,857 $ 234,037 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments Measured on Recurring Basis | Items measured at fair value on a recurring basis are the Company’s investments. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements as of December 31, 2022 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 90,527 $ - $ - $ 90,527 Commercial Paper - 3,899 - 3,899 United States Treasury Securities 3,848 - - 3,848 Corporate Bonds - 8,618 - 8,618 94,375 12,517 - 106,892 Investments: Commercial Paper - 1,151 - 1,151 United States Treasury securities 189,444 - - 189,444 Corporate Bonds - 60,905 - 60,905 Agency Bonds - 7,653 - 7,653 189,444 69,709 - 259,153 Total assets $ 283,819 $ 82,226 $ - $ 366,045 Liabilities: Warrant liability $ - $ - $ 1,512 $ 1,512 Total liabilities $ - $ - $ 1,512 $ 1,512 Fair Value Measurements as of December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 179,900 $ - $ - $ 179,900 179,900 - - 179,900 Investments: United States Treasury securities 44,045 - - 44,045 Corporate Bonds - 96,696 - 96,696 Municipal Bonds - 6,000 - 6,000 Agency Bonds - 9,305 - 9,305 44,045 112,001 - 156,046 Total assets $ 223,945 $ 112,001 $ - $ 335,946 |
Changes in Level 3 Liabilities Measured at Fair Value | Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis Warrant Liability Balance, January 1, 2022 $ - Acquisition of Renovacor 1,512 Balance, December 31, 2022 $ 1,512 |
Level 3 Fair Value of the Private Warrants | The fair value of the Private Warrants has been estimated with the following assumptions: December 1, 2022 Stock price $ 18.39 Exercise price $ 65.23 Expected volatility 71.25 % Risk-free interest rate 4.14 % Expected dividend yield - Expected life (years) 2.39 Fair value per warrant $ 2.45 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment | The Company’s property and equipment consisted of the following: December 31, 2022 December 31, 2021 Laboratory equipment $ 21,905 $ 12,600 Machinery and equipment 11,326 10,432 Computer equipment 244 218 Furniture and fixtures 2,135 1,963 Leasehold improvements 589 407 Internal use software 1,903 1,902 38,102 27,522 Less: accumulated depreciation and amortization (9,093 ) (5,223 ) $ 29,009 $ 22,299 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets and Goodwill [Abstract] | |
Summary of Intangible Assets | Intangible assets as of December 31, 2022 are summarized as follows: Gross Carrying Value Accumulated Amortization Intangible Assets, Net In process research & development $ 25,150 $ - $ 25,150 Mice colony model 574 - 574 Total intangible assets $ 25,724 $ - $ 25,724 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Accounts Payable and Accrued Expenses | At December 31, 2022 and 2021, the Company’s accounts payable and accrued expenses consisted of the following: December 31, 2022 December 31, 2021 Research and development $ 19,100 $ 12,082 Employee compensation 10,006 4,533 Property and equipment 2,095 725 Professional fees 1,436 1,196 Acquisition related expenses 1,153 - Government grant payable 597 597 Other 2,273 482 $ 36,660 $ 19,615 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Awards [Abstract] | |
Weighted-Average Assumptions for Stock Options | The weighted average assumptions that the Company used in the Black-Scholes pricing model to determine the fair value of the stock options granted to employees, non-employees and directors were as follows: Years Ended December 31, 2022 2021 2020 Risk-free interest rate 2.19 % 0.83 % 1.00 % Expected term (in years) 5.09 5.84 5.84 Expected volatility 64.12 % 69.27 % 76.98 % Expected dividend yield 0.00 % 0.00 % 0.00 % Exercise price $ 18.56 $ 51.20 $ 22.96 Fair value of common stock $ 18.56 $ 51.20 $ 22.96 |
Stock Option Activity | The following table summarizes stock option activity for the years ended December 31, 2022 and 2021, under the Revised 2014 Plan: Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 11,050,931 $ 9.10 6.55 $ 504,079 Granted 1,671,759 51.20 8.58 Exercised (1,209,960 ) 9.32 - 54,487 Cancelled (368,969 ) 35.87 Outstanding as of December 31, 2021 11,143,761 $ 14.51 5.95 $ 128,817 Conversion of Renovacor awards 367,852 4.63 0.40 Granted 2,305,910 13.94 5.53 Exercised (66,887 ) 9.43 514 Cancelled (611,766 ) 32.55 Outstanding as of December 31, 2022 13,138,870 $ 14.52 5.46 $ 118,767 Options vested and exercisable as of December 31, 2022 10,246,291 $ 12.31 4.46 $ 110,512 Options unvested as of December 31, 2022 2,892,579 $ 22.35 9.02 $ 8,255 |
RSU Activity | The following table summarizes the RSU activity for the years ended December 31, 2022 and 2021: Number of Shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2020 20,000 $ 25.06 Granted 3,500 62.32 Vested - Forfeited - Unvested as of December 31, 2021 23,500 $ 30.61 Conversion of Renovacor awards 28,798 0.49 Granted 1,047,301 15.91 Vested (38,966 ) 23.15 Forfeited (67,759 ) 15.94 Unvested as of December 31, 2022 992,874 $ 16.49 |
Stock-Based Compensation Expense by Award Type | Stock-based compensation expense recognized by award type is as follows: Years Ended December 31, 2022 2021 2020 Stock options $ 27,620 $ 28,811 $ 18,527 Restricted stock units 3,389 426 40 Total share based compensation expense $ 31,009 $ 29,237 $ 18,567 |
Stock-Based Compensation Expense | Stock-based compensation expense by classification included within the consolidated statements of operations and comprehensive loss was as follows: Years Ended December 31, 2022 2021 2020 Research and development $ 12,466 $ 11,954 $ 7,355 General and administrative 18,543 17,283 11,212 Total share based compensation expense $ 31,009 $ 29,237 $ 18,567 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants [Abstract] | |
Warrants Outstanding and Changes in Warrants to Purchase Common Stock | A summary of the Rocket warrants outstanding at December 31, 2022 is as follows: Exercise Price Outstanding Grant/Assumption Date Expiration Date 24.42 7,051 June 28, 2013 June 28, 2023 57.11 603,386 December 21, 2020 December 21, 2030 33.63 301,291 August 9, 2021 August 9, 2031 22.51 153,155 December 17, 2021 December 17, 2031 22.51 153,155 December 17, 2021 December 17, 2031 65.23 617,050 December 1, 2022 April 23, 2025 65.23 760,086 December 1, 2022 December 1, 2026 0.06 126,093 December 1, 2022 N/A Total 2,721,267 The following table below is the summary of changes in Rocket warrants to purchase common stock for the years ended December 31, 2022, 2021 and 2020: Number of Warrant Shares Outstanding and Exercise Price per Share Balance as of December 31, 2020 610,437 Granted August 2021 301,291 $ 33.63 Granted December 2021 306,310 22.51 Exercised - - Balance as of December 31, 2021 1,218,038 Assumed Renovacor warrants - liability 617,050 $ 65.23 Assumed Renovacor warrants - equity 760,086 65.23 Assumed Renovacor warrants - equity 126,093 0.06 Granted - - Exercised - - Balance as of December 31, 2022 2,721,267 |
Fair Value Pricing Model of Warrants | The fair value of the 2021 Rocket warrants was calculated using the Black-Scholes fair value pricing model with the following inputs: Year Ended December 31, 2021 Risk-free interest rate 1.37 % Expected term (in years) 10 Expected volatility 70.25 % Expected dividend yield 0.00 % Exercise price $ 28.07 Fair value of common stock $ 28.07 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | Basic and diluted net loss per share attributable to common stockholders was calculated as follows: For the Years Ended December 31, 2022 2021 2020 Numerator: Net loss attributable to common stockholders $ (221,863 ) $ (169,069 ) $ (139,700 ) Denominator: Weighted-average common shares outstanding - basic and diluted 68,148,925 63,235,417 55,380,740 Net loss per share attributable to common stockholders - basic and diluted $ (3.26 ) $ (2.67 ) $ (2.52 ) |
Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Twelve Months Ended December 31, 2022 2021 2020 Shares issuable upon conversion of the 2021 Convertible Notes - - 160,536 Shares issuable upon conversion of the 2022 Convertible Notes - - 1,195,449 Warrants exercisable for common shares 2,721,267 1,218,038 610,437 Restricted stock units convertible for common shares 992,874 23,500 - Options to purchase common shares 13,138,870 11,143,761 11,050,931 16,853,011 12,385,299 13,017,353 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Reconciliation of Income Tax Benefit Computed at Statutory Federal Income Tax Rate to Income Taxes | A reconciliation of income tax benefit computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: For the Years Ended December 31, 2022 2021 2020 U.S. federal tax at statutory rate 21.0 % 21.0 % 21.0 % Foreign rate differential (16.9 %) (13.0 %) 0 % Change in state tax apportionment (0.1 %) 0.1 % 0.1 % Stock compensation 0.1 % 1.5 % 0.9 % Transfer pricing adjustments 0 % (22.8 %) 0 % Valuation allowance 6.3 % 4.6 % (35.0 %) Federal NOL true-up (2.7 %) 0 % 0 % Tax credits (6.7 %) 8.7 % 13.5 % Other (1.0 %) (0.1 %) (0.5 %) Effective tax rate 0 % 0 % 0 % |
Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred income tax assets and liabilities after applying the enacted corporate tax rates are as follows: As of December 31, 2022 2021 2020 Deferred income tax assets (liabilities) R&D credits $ 20,984 $ 35,766 $ 42,613 Net operating losses (“NOL”) and credit carryforwards 33,718 26,789 21,359 Capitalized research and development costs 19,085 19,753 23,179 Stock-based compensation 19,781 11,552 7,406 Debt discount - - (748 ) Warrants 8,390 8,382 5,585 Intangible assets (5,424 ) - - Other (6,332 ) (8,881 ) 1,189 Valuation allowance (91,263 ) (93,361 ) (100,583 ) Net deferred income tax asset (liability) $ (1,061 ) $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Lease Cost | Lease cost December 31, 2022 Operating lease cost $ 818 Finance lease cost Amortization of right of use assets 2,139 Interest on lease liablities 1,861 Total lease cost $ 4,818 |
Maturities of Operating Lease Liabilities | The following table summarizes the maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating lease liabilities recognized on the Company’s balance sheet as of December 31, 2022: Maturity of operating lease liabilities December 31, 2022 2023 862 2024 429 2025 157 2026 151 2027 99 Thereafter 568 Total lease payments $ 2,266 Less: interest (405 ) Total operating lease liabilities $ 1,861 |
Maturity of Finance Lease Liability | Maturity of finance lease liability December 31, 2022 2023 1,735 2024 1,791 2025 1,856 2026 1,912 2027 1,969 Thereafter 43,032 Total lease payments $ 52,295 Less: interest (31,290 ) Total finance lease liability $ 21,005 |
Balance Sheet Information Related to Leases | December 31, 2022 Operating right-of-use assets $ 1,972 Operating current lease liabilities 773 Operating noncurrent lease liabilities 1,088 Total operating lease liabilities $ 1,861 Finance right-of-use assets $ 46,664 Finance current lease liability 1,736 Finance noncurrent lease liability 19,269 Total finance lease liability $ 21,005 |
Lease Related to Cash Flow Information, Lease Term and Discount Rate | Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 938 Cash flows from finance lease $ 1,689 Weighted-average remaining lease term - operating leases 4.8 years Weighted-average remaining lease term - finance lease 21.7 years Weighted-average discount rate - operating leases 6.44 % Weighted-average discount rate - finance lease 8.96 % |
Renovacor Acquisition (Tables)
Renovacor Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Renovacor Acquisition [Abstract] | |
Total Consideration for Acquisition | The total consideration for the acquisition of Renovacor of $72.3 million consisted of the following: Shares Value Total Stock consideration 3,391,976 $ 18.39 $ 62,378 Cash consideration (1) 29 Stock options 367,852 2,163 Time-vesting RSUs 28,798 512 Assumed warrants (2) 1,503,229 7,183 Total consideration 5,291,855 $ 72,265 (1) Represents consideration paid for cash in lieu of fractional shares. (2) Assumed Renovacor Warrants of $ 7,183 5,671 1,512 |
Purchase Price allocation of Assets Acquired and Liabilities Assumed | The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the acquisition date based on their respective preliminary fair values summarized below: Working capital (1) $ (5,210 ) Cash and cash equivalents 42,755 Property and equipment 1,414 Operating lease right-of-use assets 1,161 Other non-current assets 113 IPR&D 25,150 Other intangible asset 574 Operating lease liability (970 ) Deferred tax liability (1,061 ) Net assets acquired 63,926 Goodwill 8,339 Purchase consideration $ 72,265 (1) Includes other receivables, prepaid expenses, account payable and accrued liabilities |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2022 Program | |
Nature of Business and Basis of Presentation [Abstract] | |
Number of clinical-stage programs | 3 |
Risks and Liquidity (Details)
Risks and Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Oct. 06, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2022 | |
Risks and Liquidity [Abstract] | |||||
Accumulated deficit | $ (713,775) | $ (491,912) | |||
Cash, cash equivalents, short-term and long-term investments | $ 399,700 | ||||
Shareholders' Equity Disclosure [Abstract] | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Issuance of common stock, net of issuance costs | $ 108,138 | $ 11,327 | $ 280,763 | ||
At-the-Market Offering [Member] | Cowen and Company, LLC [Member] | |||||
Shareholders' Equity Disclosure [Abstract] | |||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||
Common stock shares issued and sold (in shares) | 3,300,000 | ||||
Issuance of common stock, net of issuance costs | $ 46,600 | ||||
At-the-Market Offering [Member] | Cowen and Company, LLC [Member] | Maximum [Member] | |||||
Shareholders' Equity Disclosure [Abstract] | |||||
Aggregate offering price | $ 200,000 | ||||
Follow-on Public Offering [Member] | |||||
Shareholders' Equity Disclosure [Abstract] | |||||
Common stock shares issued and sold (in shares) | 7,820,000 | ||||
Issuance of common stock, net of issuance costs | $ 108,100 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies, Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash, Cash Equivalents and Restricted Cash [Abstract] | ||||
Cash and cash equivalents | $ 140,517 | $ 232,694 | ||
Restricted cash | 1,340 | 1,343 | ||
Total | $ 141,857 | $ 234,037 | $ 298,666 | $ 186,908 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies, Government Grants (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Government Grants [Abstract] | |||
Receivable of offset grants against expenses | $ 0 | $ 0.1 | $ 3.6 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies, Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Investments [Abstract] | |||
Realized gains (losses) on investment | $ 0 | $ 0 | $ 0 |
Unrealized loss on investments | $ (196) | $ (119) | $ (62) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies, Goodwill (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Goodwill [Abstract] | |||
Number of operating segment | 1 | ||
Number of reporting unit | 1 | ||
Goodwill impairment | $ | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies, Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Internal use Software [Member] | |
Property and Equipment [Abstract] | |
Estimated useful lives | 6 years |
Minimum [Member] | |
Property and Equipment [Abstract] | |
Estimated useful lives | 3 years |
Maximum [Member] | |
Property and Equipment [Abstract] | |
Estimated useful lives | 15 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies, Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Impairment of Long-Lived Assets [Abstract] | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies, Tax Credits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
New York State Life Sciences Research and Development Tax Credit [Member] | |||
Tax Credits [Abstract] | |||
Research and development incentive income | $ 0.5 | $ 1 | $ 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments, Measured on Recurring Basis (Details) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets [Abstract] | ||
Cash equivalents | $ 106,892 | $ 179,900 |
Investments | 259,153 | 156,046 |
Fair value of financial instruments | 366,045 | 335,946 |
Liabilities [Abstract] | ||
Total liabilities | 1,512 | |
Warrant Liability [Member] | ||
Liabilities [Abstract] | ||
Total liabilities | 1,512 | |
Money Market Mutual Funds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 90,527 | 179,900 |
Commercial Paper [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 3,899 | |
Investments | 1,151 | |
United States Treasury Securities [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 3,848 | |
Investments | 189,444 | 44,045 |
Corporate Bonds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 8,618 | |
Investments | 60,905 | 96,696 |
Municipal Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 6,000 | |
Agency Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 7,653 | 9,305 |
Level 1 [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 94,375 | 179,900 |
Investments | 189,444 | 44,045 |
Fair value of financial instruments | 283,819 | 223,945 |
Liabilities [Abstract] | ||
Total liabilities | 0 | |
Level 1 [Member] | Warrant Liability [Member] | ||
Liabilities [Abstract] | ||
Total liabilities | 0 | |
Level 1 [Member] | Money Market Mutual Funds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 90,527 | 179,900 |
Level 1 [Member] | Commercial Paper [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | |
Investments | 0 | |
Level 1 [Member] | United States Treasury Securities [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 3,848 | |
Investments | 189,444 | 44,045 |
Level 1 [Member] | Corporate Bonds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | |
Investments | 0 | 0 |
Level 1 [Member] | Municipal Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 0 | |
Level 1 [Member] | Agency Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 0 | 0 |
Level 2 [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 12,517 | 0 |
Investments | 69,709 | 112,001 |
Fair value of financial instruments | 82,226 | 112,001 |
Liabilities [Abstract] | ||
Total liabilities | 0 | |
Level 2 [Member] | Warrant Liability [Member] | ||
Liabilities [Abstract] | ||
Total liabilities | 0 | |
Level 2 [Member] | Money Market Mutual Funds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | 0 |
Level 2 [Member] | Commercial Paper [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 3,899 | |
Investments | 1,151 | |
Level 2 [Member] | United States Treasury Securities [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | |
Investments | 0 | 0 |
Level 2 [Member] | Corporate Bonds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 8,618 | |
Investments | 60,905 | 96,696 |
Level 2 [Member] | Municipal Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 6,000 | |
Level 2 [Member] | Agency Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 7,653 | 9,305 |
Level 3 [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | 0 |
Investments | 0 | 0 |
Fair value of financial instruments | 0 | 0 |
Liabilities [Abstract] | ||
Total liabilities | 1,512 | |
Level 3 [Member] | Warrant Liability [Member] | ||
Liabilities [Abstract] | ||
Total liabilities | 1,512 | |
Level 3 [Member] | Money Market Mutual Funds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | 0 |
Level 3 [Member] | Commercial Paper [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | |
Investments | 0 | |
Level 3 [Member] | United States Treasury Securities [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | |
Investments | 0 | 0 |
Level 3 [Member] | Corporate Bonds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 0 | |
Investments | 0 | 0 |
Level 3 [Member] | Municipal Bonds [Member] | ||
Assets [Abstract] | ||
Investments | 0 | |
Level 3 [Member] | Agency Bonds [Member] | ||
Assets [Abstract] | ||
Investments | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments, Changes in Level 3 Liabilities Measured at Fair Value (Details) - Recurring [Member] - Level 3 [Member] - Warrant Liability [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | $ 0 |
Acquisition of Renovacor | 1,512 |
Fair value, end of period | $ 1,512 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments, Level 3 Fair Value of the Private Warrants (Details) - Private Warrants [Member] | Dec. 31, 2022 $ / shares |
Fair Value of the Private Warrants, Assumptions [Abstract] | |
Term | 2 years 4 months 20 days |
Fair value per warrant (in dollars per share) | $ 2.45 |
Stock Price [Member] | |
Fair Value of the Private Warrants, Assumptions [Abstract] | |
Measurement input | 18.39 |
Exercise Price [Member] | |
Fair Value of the Private Warrants, Assumptions [Abstract] | |
Measurement input | 65.23 |
Expected Volatility [Member] | |
Fair Value of the Private Warrants, Assumptions [Abstract] | |
Measurement input | 0.7125 |
Risk-Free Interest Rate [Member] | |
Fair Value of the Private Warrants, Assumptions [Abstract] | |
Measurement input | 0.0414 |
Expected Dividend Yield [Member] | |
Fair Value of the Private Warrants, Assumptions [Abstract] | |
Measurement input | 0 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment [Abstract] | |||
Property and equipment, gross | $ 38,102 | $ 27,522 | |
Less: accumulated depreciation and amortization | (9,093) | (5,223) | |
Property and equipment, net | 29,009 | 22,299 | |
Depreciation and amortization | 3,900 | 3,200 | $ 1,100 |
Laboratory Equipment [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, gross | 21,905 | 12,600 | |
Machinery and Equipment [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, gross | 11,326 | 10,432 | |
Computer Equipment [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, gross | 244 | 218 | |
Furniture and Fixtures [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, gross | 2,135 | 1,963 | |
Leasehold Improvements [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, gross | 589 | 407 | |
Internal use Software [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, gross | $ 1,903 | $ 1,902 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible Assets, Net [Abstract] | ||
Gross Carrying Value | $ 25,724 | |
Intangible Assets, Net | 25,724 | $ 0 |
Goodwill | 39,154 | $ 30,815 |
In Process Research & Development [Member] | ||
Intangible Assets, Net [Abstract] | ||
Gross Carrying Value | 25,150 | |
Intangible Assets, Net | 25,150 | |
Mice Colony Model [Member] | ||
Intangible Assets, Net [Abstract] | ||
Gross Carrying Value | 574 | |
Intangible Assets, Net | $ 574 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Expenses [Abstract] | ||
Research and development | $ 19,100 | $ 12,082 |
Employee compensation | 10,006 | 4,533 |
Property and equipment | 2,095 | 725 |
Professional fees | 1,436 | 1,196 |
Acquisition related expenses | 1,153 | 0 |
Government grant payable | 597 | 597 |
Other | 2,273 | 482 |
Accounts payable and accrued expenses | $ 36,660 | $ 19,615 |
Convertible Notes (Details)
Convertible Notes (Details) $ in Thousands, shares in Millions | 12 Months Ended | ||||||
Apr. 26, 2021 USD ($) d shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 12, 2020 USD ($) | Feb. 20, 2020 USD ($) | Jan. 04, 2018 USD ($) | |
Carrying value of convertible notes [Abstract] | |||||||
Accretion of debt discount | $ 0 | $ 753 | $ 2,758 | ||||
2021 Convertible Notes [Member] | |||||||
Debt [Abstract] | |||||||
Convertible senior notes, interest rate, stated percentage | 6.25% | ||||||
Carrying value of convertible notes [Abstract] | |||||||
Principal amount | $ 7,500 | $ 52,000 | |||||
Accretion of debt discount | 0 | 300 | 1,300 | ||||
2022 Convertible Notes [Member] | |||||||
Debt [Abstract] | |||||||
Convertible senior notes, interest rate, stated percentage | 6.25% | ||||||
Convertible Notes converted into shares of common stock (in shares) | shares | 1.3 | ||||||
Convertible notes, outstanding | $ 0 | ||||||
Percentage of common stock conversion price | 30% | ||||||
Number of trading days, not consecutive | d | 20 | ||||||
Number of consecutive trading days | d | 30 | ||||||
Carrying value of convertible notes [Abstract] | |||||||
Principal amount | $ 38,400 | $ 39,400 | |||||
Debt instrument maturity date | Aug. 31, 2022 | ||||||
Accretion of debt discount | $ 0 | $ 500 | $ 1,500 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Oct. 06, 2022 USD ($) $ / shares shares | Aug. 27, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Feb. 28, 2022 $ / shares | |
Common Stock [Abstract] | ||||||
Common stock, shares authorized (in shares) | shares | 120,000,000 | 120,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Number of voting right for each share | Vote | 1 | |||||
Treasury Stock [Abstract] | ||||||
Shares withheld to pay the payroll tax liability | $ 0 | $ 0 | $ 614 | |||
Private Placement At-the-Market Offering Program and Public Offerings [Abstract] | ||||||
Issuance of common stock, net of issuance costs | 108,138 | 11,327 | 280,763 | |||
Offering costs | 1,400 | |||||
Net proceeds from offering | $ 46,566 | $ 0 | $ 0 | |||
Private Placement [Member] | ||||||
Private Placement At-the-Market Offering Program and Public Offerings [Abstract] | ||||||
Issuance of common stock, net of issuance costs | $ 26,400 | |||||
At-the-Market Offering Program [Member] | Cowen and Company, LLC [Member] | ||||||
Common Stock [Abstract] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||
Private Placement At-the-Market Offering Program and Public Offerings [Abstract] | ||||||
Common stock shares issued (in shares) | shares | 3,300,000 | |||||
Issuance of common stock, net of issuance costs | $ 46,600 | |||||
Percentage of cash commission | 3% | |||||
Gross proceeds, offering amount | 48,000 | |||||
Net proceeds from offering | $ 46,600 | |||||
Common Stock [Member] | ||||||
Private Placement At-the-Market Offering Program and Public Offerings [Abstract] | ||||||
Common stock shares issued (in shares) | shares | 7,820,000 | 812,516 | 5,339,286 | |||
Common Stock [Member] | Private Placement [Member] | ||||||
Private Placement At-the-Market Offering Program and Public Offerings [Abstract] | ||||||
Common stock shares issued (in shares) | shares | 812,516 | |||||
Share price (in dollars per share) | $ / shares | $ 32.48 | |||||
Issuance of common stock, net of issuance costs | $ 26,400 | |||||
Common Stock [Member] | Public Offering [Member] | ||||||
Private Placement At-the-Market Offering Program and Public Offerings [Abstract] | ||||||
Common stock shares issued (in shares) | shares | 7,820,000 | |||||
Share price (in dollars per share) | $ / shares | $ 14.75 | |||||
Gross proceeds, offering amount | $ 115,300 | |||||
Offering costs | 7,200 | |||||
Net proceeds from offering | $ 108,100 | |||||
Treasury Stock [Member] | ||||||
Treasury Stock [Abstract] | ||||||
Shares withheld to pay the payroll tax liability | $ 50 | |||||
Treasury stock (in shares) | shares | 0 |
Stock-Based Awards, Stock Optio
Stock-Based Awards, Stock Option Valuation (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Option Activity [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 11,143,761 | 11,050,931 | |
Granted (in shares) | 2,305,910 | 1,671,759 | |
Exercised (in shares) | (66,887) | (1,209,960) | |
Cancelled (in shares) | (611,766) | (368,969) | |
Outstanding at end of period (in shares) | 13,138,870 | 11,143,761 | 11,050,931 |
Options vested and exercisable at end of period (in shares) | 10,246,291 | ||
Options unvested at end of period (in shares) | 2,892,579 | ||
Weighted Average Exercise Price [Abstract] | |||
Outstanding at beginning of period (in dollars per share) | $ 14.51 | $ 9.1 | |
Granted (in dollars per share) | 13.94 | 51.2 | |
Exercised (in dollars per share) | 9.43 | 9.32 | |
Cancelled (in dollars per share) | 32.55 | 35.87 | |
Outstanding at end of period (in dollars per share) | 14.52 | $ 14.51 | $ 9.1 |
Options vested and exercisable at end of period (in dollars per share) | 12.31 | ||
Options unvested at end of period (in dollars per share) | $ 22.35 | ||
Weighted-Average Remaining Contractual Term [Abstract] | |||
Outstanding | 5 years 5 months 15 days | 5 years 11 months 12 days | 6 years 6 months 18 days |
Granted | 5 years 6 months 10 days | 8 years 6 months 29 days | |
Options vested and exercisable | 4 years 5 months 15 days | ||
Options unvested | 9 years 7 days | ||
Aggregate Intrinsic Value [Abstract] | |||
Outstanding at beginning of period | $ 128,817 | $ 504,079 | |
Exercised | 514 | 54,487 | |
Outstanding at end of period | 118,767 | $ 128,817 | $ 504,079 |
Options vested and exercisable | 110,512 | ||
Options unvested | $ 8,255 | ||
Weighted average grant date fair value of shares granted (in dollars per share) | $ 9.88 | $ 31.07 | $ 15.1 |
Total fair value of options vested | $ 34,900 | $ 22,600 | $ 15,600 |
Renovacor, Inc. [Member] | |||
Stock Option Activity [Roll Forward] | |||
Conversion of awards (in shares) | 367,852 | ||
Weighted Average Exercise Price [Abstract] | |||
Conversion of awards (in dollars per share) | $ 4.63 | ||
Weighted-Average Remaining Contractual Term [Abstract] | |||
Conversion of awards | 4 months 24 days | ||
Employees and Directors [Member] | |||
Fair Value Assumptions [Abstract] | |||
Risk-free interest rate | 2.19% | 0.83% | 1% |
Expected term (in years) | 5 years 1 month 2 days | 5 years 10 months 2 days | 5 years 10 months 2 days |
Expected volatility | 64.12% | 69.27% | 76.98% |
Expected dividend yield | 0% | 0% | 0% |
Exercise price (in dollars per share) | $ 18.56 | $ 51.2 | $ 22.96 |
Fair value of common stock (in dollars per share) | $ 18.56 | $ 51.2 | $ 22.96 |
Stock-Based Awards, Restricted
Stock-Based Awards, Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted Average Grant Date Fair Value [Abstract] | |||
Unrecognized share-based compensation cost | $ 45.6 | ||
Weighted average period expected to recognize unrecognized share-based compensation cost | 1 year 3 months 18 days | ||
Restricted Stock Units (RSU) [Member] | |||
Number of Shares [Roll Forward] | |||
Beginning balance (in shares) | 23,500 | 20,000 | |
Granted (in shares) | 1,047,301 | 3,500 | |
Vested (in shares) | (38,966) | 0 | |
Forfeited (in shares) | (67,759) | 0 | |
Ending balance (in shares) | 992,874 | 23,500 | 20,000 |
Weighted Average Grant Date Fair Value [Abstract] | |||
Beginning balance (in dollars per share) | $ 30.61 | $ 25.06 | |
Granted (in dollars per share) | 15.91 | 62.32 | |
Vested (in dollars per share) | 23.15 | ||
Forfeited (in dollars per share) | 15.94 | ||
Ending balance (in dollars per share) | $ 16.49 | $ 30.61 | $ 25.06 |
Intrinsic value | $ 0.8 | $ 0.4 | $ 0.5 |
Unrecognized share-based compensation cost | $ 13.1 | ||
Weighted average period expected to recognize unrecognized share-based compensation cost | 2 years 6 months | ||
Restricted Stock Units (RSU) [Member] | Renovacor, Inc. [Member] | |||
Number of Shares [Roll Forward] | |||
Conversion of awards (in shares) | 28,798 | ||
Weighted Average Grant Date Fair Value [Abstract] | |||
Conversion of awards (in dollars per share) | $ 0.49 |
Stock-Based Awards, Stock-Based
Stock-Based Awards, Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation [Abstract] | |||
Share based compensation expense | $ 31,009 | $ 29,237 | $ 18,567 |
Unrecognized share-based compensation cost | $ 45,600 | ||
Weighted average period expected to recognize unrecognized share-based compensation cost | 1 year 3 months 18 days | ||
Research and Development [Member] | |||
Stock-Based Compensation [Abstract] | |||
Share based compensation expense | $ 12,466 | 11,954 | 7,355 |
General and Administrative [Member] | |||
Stock-Based Compensation [Abstract] | |||
Share based compensation expense | 18,543 | 17,283 | 11,212 |
Stock Options [Member] | |||
Stock-Based Compensation [Abstract] | |||
Share based compensation expense | 27,620 | 28,811 | 18,527 |
Restricted Stock Units [Member] | |||
Stock-Based Compensation [Abstract] | |||
Share based compensation expense | 3,389 | $ 426 | $ 40 |
Unrecognized share-based compensation cost | $ 13,100 | ||
Weighted average period expected to recognize unrecognized share-based compensation cost | 2 years 6 months |
Warrants, Rocket Warrants (Deta
Warrants, Rocket Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Exercise Price Per Share [Abstract] | |||||
Expense in connection with warrant issue | $ 0 | $ 12,781 | $ 26,562 | ||
Issuance of common stock pursuant to exercise of warrant (in shares) | 0 | ||||
Warrants [Member] | |||||
Warrants [Abstract] | |||||
Outstanding (in shares) | 2,721,267 | ||||
Number of Warrant Shares Outstanding and Exercisable [Abstract] | |||||
Beginning balance (in shares) | 1,218,038 | 610,437 | |||
Granted (in shares) | 306,310 | 301,291 | 0 | ||
Exercised (in shares) | 0 | 0 | |||
Ending balance (in shares) | 1,218,038 | 2,721,267 | 1,218,038 | 610,437 | |
Exercise Price Per Share [Abstract] | |||||
Granted (in dollars per share) | $ 22.51 | $ 33.63 | $ 0 | ||
Exercised (in dollars per share) | $ 0 | $ 0 | |||
Fair Value Assumptions [Abstract] | |||||
Risk-free interest rate | 1.37% | ||||
Expected term | 10 years | ||||
Expected volatility | 70.25% | ||||
Expected dividend yield | 0% | ||||
Exercise price (in dollars per share) | $ 28.07 | ||||
Fair value of common stock (in dollars per share) | $ 28.07 | ||||
Warrants [Member] | Renovacor, Inc. [Member] | |||||
Warrants [Abstract] | |||||
Outstanding (in shares) | 8,622,644 | ||||
Number of Warrant Shares Outstanding and Exercisable [Abstract] | |||||
Assumed liability (in shares) | 617,050 | ||||
Assumed equity (in shares) | 760,086 | ||||
Assumed equity (in shares) | 126,093 | ||||
Exercise Price Per Share [Abstract] | |||||
Assumed liability (in dollars per share) | $ 65.23 | ||||
Assumed equity (in dollars per share) | 65.23 | ||||
Assumed equity (in dollars per share) | 0.06 | ||||
24.42 [Member] | |||||
Warrants [Abstract] | |||||
Exercise price per share (in dollars per share) | $ 24.42 | ||||
Outstanding (in shares) | 7,051 | ||||
Grant date | Jun. 28, 2013 | ||||
Expiration date | Jun. 28, 2023 | ||||
57.11 [Member] | |||||
Warrants [Abstract] | |||||
Exercise price per share (in dollars per share) | $ 57.11 | ||||
Outstanding (in shares) | 603,386 | ||||
Grant date | Dec. 21, 2020 | ||||
Expiration date | Dec. 21, 2030 | ||||
33.63 [Member] | |||||
Warrants [Abstract] | |||||
Exercise price per share (in dollars per share) | $ 33.63 | ||||
Outstanding (in shares) | 301,291 | ||||
Grant date | Aug. 09, 2021 | ||||
Expiration date | Aug. 09, 2031 | ||||
22.51 [Member] | |||||
Warrants [Abstract] | |||||
Exercise price per share (in dollars per share) | $ 22.51 | ||||
Outstanding (in shares) | 153,155 | ||||
Grant date | Dec. 17, 2021 | ||||
Expiration date | Dec. 17, 2031 | ||||
22.51 [Member] | |||||
Warrants [Abstract] | |||||
Exercise price per share (in dollars per share) | $ 22.51 | ||||
Outstanding (in shares) | 153,155 | ||||
Grant date | Dec. 17, 2021 | ||||
Expiration date | Dec. 17, 2031 | ||||
65.23 [Member] | |||||
Warrants [Abstract] | |||||
Exercise price per share (in dollars per share) | $ 65.23 | ||||
Outstanding (in shares) | 617,050 | ||||
Grant date | Dec. 01, 2022 | ||||
Expiration date | Apr. 23, 2025 | ||||
65.23 [Member] | |||||
Warrants [Abstract] | |||||
Exercise price per share (in dollars per share) | $ 65.23 | ||||
Outstanding (in shares) | 760,086 | ||||
Grant date | Dec. 01, 2022 | ||||
Expiration date | Dec. 01, 2026 | ||||
0.06 [Member] | |||||
Warrants [Abstract] | |||||
Exercise price per share (in dollars per share) | $ 0.06 | ||||
Outstanding (in shares) | 126,093 | ||||
Grant date | Dec. 01, 2022 |
Warrants, Renovacor Warrants (D
Warrants, Renovacor Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants [Abstract] | |||
Additional paid-in capital | $ 1,203,074 | $ 946,152 | |
Gross proceeds from sale of common stock | $ 46,566 | $ 0 | $ 0 |
Common Stock [Member] | |||
Warrants [Abstract] | |||
Number of securities called by each warrant (in shares) | 1 | ||
Renovacor, Inc. [Member] | PIPE Investors [Member] | |||
Warrants [Abstract] | |||
Warrant to purchase shares of common stock (in shares) | 2,284,776 | ||
Warrant to purchase shares of common stock price per share (in dollars per share) | $ 10 | ||
Warrants [Member] | |||
Warrants [Abstract] | |||
Class of warrant outstanding (in shares) | 2,721,267 | ||
Share price (in dollars per share) | $ 28.07 | ||
Warrants [Member] | Renovacor, Inc. [Member] | |||
Warrants [Abstract] | |||
Class of warrant outstanding (in shares) | 8,622,644 | ||
Public Warrants [Member] | |||
Warrants [Abstract] | |||
Warrant to purchase shares of common stock (in shares) | 2 | ||
Warrant redemption price (in dollars per share) | $ 0.01 | ||
Notice period to redeem warrants | 30 days | ||
Threshold trading days | 10 days | ||
Threshold consecutive trading days | 30 days | ||
Redemption period | 30 days | ||
Additional paid-in capital | $ 3,400 | ||
Public Warrants [Member] | Minimum [Member] | |||
Warrants [Abstract] | |||
Share price (in dollars per share) | $ 90.75 | ||
Public Warrants [Member] | Common Stock [Member] | |||
Warrants [Abstract] | |||
Warrant to purchase shares of common stock (in shares) | 760,086 | ||
Warrant to purchase shares of common stock price per share (in dollars per share) | $ 65.23 | ||
Public Warrants [Member] | Renovacor, Inc. [Member] | |||
Warrants [Abstract] | |||
Number of securities called by each warrant (in shares) | 0.50 | ||
Warrants expire period | 5 years | ||
Warrant to purchase shares of common stock price per share (in dollars per share) | $ 11.5 | ||
Private Warrants [Member] | |||
Warrants [Abstract] | |||
Warrants expire period | 2 years 4 months 20 days | ||
Warrant to purchase shares of common stock price per share (in dollars per share) | $ 2.45 | ||
Private Warrants [Member] | Common Stock [Member] | |||
Warrants [Abstract] | |||
Warrant to purchase shares of common stock (in shares) | 617,050 | ||
Warrant to purchase shares of common stock price per share (in dollars per share) | $ 65.23 | ||
Private Warrants [Member] | Renovacor, Inc. [Member] | |||
Warrants [Abstract] | |||
Class of warrant outstanding (in shares) | 3,500,000 | ||
Number of securities called by each warrant (in shares) | 1 | ||
Warrant to purchase shares of common stock price per share (in dollars per share) | $ 11.5 | ||
Private Warrants [Member] | Renovacor, Inc. [Member] | Maximum [Member] | |||
Warrants [Abstract] | |||
Warrants expire period | 5 years | ||
Pre-Funded Warrants [Member] | |||
Warrants [Abstract] | |||
Additional paid-in capital | $ 2,300 | ||
Pre-Funded Warrants [Member] | Common Stock [Member] | |||
Warrants [Abstract] | |||
Warrant to purchase shares of common stock (in shares) | 126,093 | ||
Warrant to purchase shares of common stock price per share (in dollars per share) | $ 0.06 | ||
Pre-Funded Warrants [Member] | Renovacor, Inc. [Member] | |||
Warrants [Abstract] | |||
Warrant to purchase shares of common stock (in shares) | 715,224 | ||
Warrant to purchase shares of common stock price per share (in dollars per share) | $ 0.01 | ||
Share price (in dollars per share) | $ 9.99 | ||
Gross proceeds from sale of common stock | $ 30,000 | ||
Pre-Funded Warrants [Member] | Renovacor, Inc. [Member] | Minimum [Member] | |||
Warrants [Abstract] | |||
Percentage of beneficial ownership limitation | 9.99% | ||
Pre-Funded Warrants [Member] | Renovacor, Inc. [Member] | Maximum [Member] | |||
Warrants [Abstract] | |||
Percentage of beneficial ownership limitation | 19.99% |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator [Abstract] | |||
Net loss attributable to common stockholders | $ (221,863) | $ (169,069) | $ (139,700) |
Denominator [Abstract] | |||
Weighted-average common shares outstanding - basic (in shares) | 68,148,925 | 63,235,417 | 55,380,740 |
Weighted-average common shares outstanding - diluted (in shares) | 68,148,925 | 63,235,417 | 55,380,740 |
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (3.26) | $ (2.67) | $ (2.52) |
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (3.26) | $ (2.67) | $ (2.52) |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||
Warrants exercisable for common shares (in shares) | 2,721,267 | 1,218,038 | 610,437 |
Restricted stock units convertible for common shares (in shares) | 992,874 | 23,500 | 0 |
Options to purchase common shares (in shares) | 13,138,870 | 11,143,761 | 11,050,931 |
Weighted average number diluted shares outstanding (in shares) | 16,853,011 | 12,385,299 | 13,017,353 |
Convertible Notes 2021 [Member] | |||
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||
Shares issuable upon conversion of Convertible Notes (in shares) | 0 | 0 | 160,536 |
Convertible Notes 2022 [Member] | |||
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||
Shares issuable upon conversion of Convertible Notes (in shares) | 0 | 0 | 1,195,449 |
Income Taxes, Net Loss by Juris
Income Taxes, Net Loss by Jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Federal [Member] | |||
Details of Income Taxes [Abstract] | |||
Provision for income taxes | $ 0 | $ 0 | $ 0 |
State [Member] | |||
Details of Income Taxes [Abstract] | |||
Provision for income taxes | $ 0 | $ 0 | $ 0 |
Income Taxes, Reconciliation Be
Income Taxes, Reconciliation Between Effective Tax Rates and Statutory Rates (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Income Tax Benefit Computed at Statutory Federal Income Tax Rate to Income Taxes [Abstract] | |||
U.S. federal tax at statutory rate | 21% | 21% | 21% |
Foreign rate differential | (16.90%) | (13.00%) | 0% |
Change in state tax apportionment | (0.10%) | 0.10% | 0.10% |
Stock compensation | 0.10% | 1.50% | 0.90% |
Transfer pricing adjustments | 0% | (22.80%) | 0% |
Valuation allowance | 6.30% | 4.60% | (35.00%) |
Federal NOL true-up | (2.70%) | 0% | 0% |
Tax credits | (6.70%) | 8.70% | 13.50% |
Other | (1.00%) | (0.10%) | (0.50%) |
Effective tax rate | 0% | 0% | 0% |
Income Taxes, Deferred Tax Asse
Income Taxes, Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred income tax assets (liabilities) [Abstract] | |||
R&D credits | $ 20,984 | $ 35,766 | $ 42,613 |
Net operating losses ("NOL") and credit carryforwards | 33,718 | 26,789 | 21,359 |
Capitalized research and development costs | 19,085 | 19,753 | 23,179 |
Stock-based compensation | 19,781 | 11,552 | 7,406 |
Debt discount | 0 | 0 | (748) |
Warrants | 8,390 | 8,382 | 5,585 |
Intangible assets | (5,424) | 0 | 0 |
Other | 1,189 | ||
Other | (6,332) | (8,881) | |
Valuation allowance | (91,263) | (93,361) | (100,583) |
Net deferred income tax asset (liability) | $ (1,061) | $ 0 | $ 0 |
Income Taxes, NOL Carryforwards
Income Taxes, NOL Carryforwards and Tax Credits (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Abstract] | ||||
R&D credits | $ 20,984 | $ 35,766 | $ 42,613 | |
Decease in valuation allowance | (2,100) | (7,200) | ||
Annual limitations under section 382 of IRC | 1,700 | |||
Uncertain Tax Positions [Abstract] | ||||
Uncertain tax positions | 0 | 0 | 0 | |
Income Tax Penalties and Interest Accrued [Abstract] | ||||
Accrued interest or penalties | 0 | $ 0 | $ 0 | |
Federal [Member] | ||||
Operating Loss Carryforwards [Abstract] | ||||
NOL carryforwards | $ 142,500 | $ 127,100 | ||
NOL carryforwards, expiration date | Dec. 31, 2026 | |||
R&D credits | $ 21,000 | |||
Tax credit, expiration date | Dec. 31, 2038 | |||
Net operating loss, subject to expiration | $ 3,400 | $ 91,200 | ||
Cumulative limitation period | 20 years | |||
Cumulative net operating loss, subject to expiration | $ 35,800 | |||
Federal [Member] | Renovacor, Inc. [Member] | ||||
Operating Loss Carryforwards [Abstract] | ||||
NOL carryforwards | 44,500 | |||
Federal [Member] | Research and Development [Member] | ||||
Tax Credit Carryforward [Abstract] | ||||
Tax credit carryforwards, subject to expiration | 4,900 | |||
State [Member] | ||||
Operating Loss Carryforwards [Abstract] | ||||
NOL carryforwards | $ 76,600 | |||
NOL carryforwards, expiration date | Dec. 31, 2037 | |||
Net operating loss, subject to expiration | $ 4,800 |
Commitments and Contingencies,
Commitments and Contingencies, Finance Lease (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) ft² LeaseAgreement | Dec. 31, 2021 USD ($) | Mar. 15, 2020 USD ($) | |
Finance Lease [Abstract] | |||
Total lease payments | $ 52,295 | ||
Cash security deposit | 608 | $ 455 | |
Restricted cash | 1,340 | 1,343 | |
Finance lease, right-of-use assets | 46,664 | 48,480 | |
Finance lease, liability | 21,005 | ||
Operating and Finance Leases [Member] | |||
Finance Lease [Abstract] | |||
Restricted cash | $ 800 | 800 | |
NJ Lease Agreement [Member] | |||
Finance Lease [Abstract] | |||
Area of lease | ft² | 103,720 | ||
Term of finance lease agreement | 15 years | ||
Number of options to renew lease agreement | LeaseAgreement | 2 | ||
Term of renewal of finance lease agreement | 5 years | ||
Estimated rent payments | $ 1,200 | ||
Percentage of annual increase in base rent | 3% | ||
Total lease payments | $ 29,300 | ||
Cash security deposit | 300 | 300 | |
Finance lease, right-of-use assets | $ 47,700 | ||
Finance lease, liability | 20,200 | ||
Reclassification of construction costs in progress to right-of-use assets | 300 | $ 100 | 26,500 |
Reclassification of prepaid rent to right-of-use assets | $ 1,100 | ||
Aggregate amount for reclassification of construction costs in progress to right-of-use assets | $ 32,400 | ||
AAV Current Good Manufacturing Practice (cGMP) [Member] | |||
Finance Lease [Abstract] | |||
Area of lease | ft² | 50,000 |
Commitments and Contingencies_2
Commitments and Contingencies, Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 07, 2018 | |
Operating Leases [Abstract] | ||||
Total right-of-use asset | $ 1,972 | $ 1,569 | ||
Total lease liabilities | 1,088 | 905 | ||
Future lease payments | 4,300 | |||
Rent expense | 1,200 | 1,100 | $ 900 | |
Renovacor, Inc. [Member] | ||||
Operating Leases [Abstract] | ||||
Total right-of-use asset | 1,200 | |||
Total lease liabilities | $ 1,000 | |||
Hopewell, New Jersey and Cambridge [Member] | ||||
Operating Leases [Abstract] | ||||
Remaining lease term | 10 years 3 months | |||
ESB Lease Agreement [Member] | ||||
Operating Leases [Abstract] | ||||
Term of lease agreement | 3 years | |||
Letter of credit | $ 900 | |||
Certificate of deposit | $ 800 | 900 | ||
Lease expiration date | Aug. 29, 2024 | |||
ESB Lease Agreement Amendment [Member] | ||||
Operating Leases [Abstract] | ||||
Letter of credit | $ 800 | |||
Operating lease right of use asset, adjustment | 1,100 | |||
Lease expiration date | Jun. 30, 2024 | |||
Inotek Lexington Massachusetts Lease Agreement [Member] | ||||
Operating Leases [Abstract] | ||||
Lease expiration date | Feb. 28, 2023 | |||
Rental income received under sublease agreement | $ 400 | $ 400 | $ 400 | |
Remaining lease term | 1 year 3 months 18 days |
Commitments and Contingencies_3
Commitments and Contingencies, Details of Operating and Finance Lease (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease cost [Abstract] | ||
Operating lease cost | $ 818 | |
Finance lease cost [Abstract] | ||
Amortization of right of use assets | 2,139 | |
Interest on lease liabilities | 1,861 | |
Total lease cost | 4,818 | |
Maturity of operating lease liabilities [Abstract] | ||
2023 | 862 | |
2024 | 429 | |
2025 | 157 | |
2026 | 151 | |
2027 | 99 | |
Thereafter | 568 | |
Total lease payments | 2,266 | |
Less: interest | (405) | |
Total operating lease liabilities | 1,861 | |
Maturity of finance lease liability [Abstract] | ||
2023 | 1,735 | |
2024 | 1,791 | |
2025 | 1,856 | |
2026 | 1,912 | |
2027 | 1,969 | |
Thereafter | 43,032 | |
Total lease payments | 52,295 | |
Less: interest | (31,290) | |
Total finance lease liability | 21,005 | |
Lease assets and liabilities [Abstract] | ||
Operating right-of-use assets | 1,972 | $ 1,569 |
Operating current lease liabilities | 773 | 863 |
Operating noncurrent lease liabilities | 1,088 | 905 |
Total operating lease liabilities | 1,861 | |
Finance lease, right-of-use assets | 46,664 | 48,480 |
Finance current lease liability | 1,736 | 1,689 |
Finance noncurrent lease liability | 19,269 | $ 19,144 |
Total finance lease liability | 21,005 | |
Cash paid for amounts included in the measurement of lease liabilities [Abstract] | ||
Operating cash flows from operating leases | 938 | |
Cash flows from finance lease | $ 1,689 | |
Weighted-average remaining lease term - operating leases | 4 years 9 months 18 days | |
Weighted-average remaining lease term - finance lease | 21 years 8 months 12 days | |
Weighted-average discount rate - operating leases | 6.44% | |
Weighted-average discount rate - finance lease | 8.96% |
Agreements Related to Intelle_2
Agreements Related to Intellectual Property (Details) € in Thousands, $ in Thousands | 12 Months Ended | ||||||||||||
Nov. 30, 2017 EUR (€) | Nov. 30, 2017 USD ($) | Jul. 31, 2016 EUR (€) | Jul. 31, 2016 USD ($) | Mar. 31, 2016 EUR (€) | Mar. 31, 2016 USD ($) | Dec. 31, 2022 USD ($) Milestone Patent | Dec. 31, 2021 Milestone | Dec. 31, 2020 USD ($) Milestone | Nov. 30, 2017 USD ($) | Feb. 28, 2017 USD ($) | Jul. 31, 2016 USD ($) | Mar. 31, 2016 USD ($) | |
License Agreement for Danon Disease [Member] | |||||||||||||
License Agreement [Abstract] | |||||||||||||
Research and development costs | $ 50 | ||||||||||||
License Agreement for Danon Disease [Member] | Maximum [Member] | |||||||||||||
License Agreement [Abstract] | |||||||||||||
Potential future obligation | $ 1,500 | ||||||||||||
REGENXBIO, Inc. License [Member] | |||||||||||||
License Agreement [Abstract] | |||||||||||||
Research and development costs | $ 7,000 | ||||||||||||
Potential future obligation | $ 13,000 | ||||||||||||
Term of agreement | 10 years | ||||||||||||
Termination notice period | 6 months | ||||||||||||
Number of patents | Patent | 2 | ||||||||||||
Options right expiry term | 4 years | ||||||||||||
Royalties payable on fees received | 20% | ||||||||||||
Payment for License Fee | $ 1,000 | ||||||||||||
Number of additional milestones achieved | Milestone | 0 | 0 | 0 | ||||||||||
License Agreements with CIEMAT [Member] | |||||||||||||
License Agreement [Abstract] | |||||||||||||
Research and development costs | € 100 | $ 100 | € 30 | $ 30 | |||||||||
Potential future obligation | € 5,000 | € 1,400 | $ 6,000 | $ 1,500 | |||||||||
Termination notice period | 90 days | ||||||||||||
Number of least uninterrupted years | 2 years | ||||||||||||
License Agreement for LAD-I with CIEMAT and UCLB [Member] | |||||||||||||
License Agreement [Abstract] | |||||||||||||
Research and development costs | € 30 | $ 40 | |||||||||||
Potential future obligation | € 1,400 | $ 1,500 | |||||||||||
Termination notice period | 90 days | ||||||||||||
Number of least uninterrupted years | 2 years |
CIRM Grants (Details)
CIRM Grants (Details) $ in Millions | 12 Months Ended | ||||||
Apr. 01, 2021 USD ($) | Jan. 04, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) Grant | Dec. 31, 2020 USD ($) | Nov. 12, 2020 USD ($) | Apr. 30, 2019 USD ($) | |
LAD-I CIRM Grant [Member] | |||||||
CIRM Grant [Abstract] | |||||||
Grant award for clinical development support | $ 6.6 | ||||||
Amount received from grant for eligible costs incurred | $ 1.2 | ||||||
Grant receivable included in prepaid and other assets | $ 1.1 | ||||||
Number of grants | Grant | 2 | ||||||
Milestone payments received | $ 1 | $ 1.1 | |||||
IMO CIRM Grant [Member] | |||||||
CIRM Grant [Abstract] | |||||||
Grant award for clinical development support | $ 3.7 | ||||||
Amount received from grant for eligible costs incurred | $ 1 | ||||||
Grant receivable included in prepaid and other assets | $ 0.9 | ||||||
Decrease in research and development expense | $ 0.1 |
Renovacor Acquisition (Details)
Renovacor Acquisition (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 01, 2022 USD ($) $ / shares shares | Sep. 19, 2022 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | ||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | |||||
Goodwill | $ 39,154 | $ 30,815 | |||
Renovacor, Inc. [Member] | |||||
Business Combination [Abstract] | |||||
Exchange ratio | 0.1763 | ||||
Business Combination, Consideration Transferred [Abstract] | |||||
Stock consideration (in shares) | shares | 5,291,855 | ||||
Cash consideration | [1] | $ 29 | |||
Equity consideration, value | 2,700 | ||||
Total consideration | 72,265 | ||||
Purchase Price allocation of Assets Acquired and Liabilities Assumed [Abstract] | |||||
Working capital | [2] | (5,210) | |||
Cash and cash equivalents | 42,755 | ||||
Property and equipment | 1,414 | ||||
Operating lease right-of-use assets | 1,161 | ||||
Other non-current assets | 113 | ||||
IPR&D | 25,150 | ||||
Other intangible asset | 574 | ||||
Operating lease liability | (970) | ||||
Deferred tax liability | (1,061) | ||||
Net assets acquired | 63,926 | ||||
Goodwill | 8,339 | ||||
Purchase consideration | $ 72,265 | ||||
Acquisition related general and administrative costs | $ 3,200 | ||||
Renovacor, Inc. [Member] | Assumed Warrants [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Stock consideration (in shares) | shares | [3] | 1,503,229 | |||
Equity consideration, value | [3] | $ 7,183 | |||
Renovacor, Inc. [Member] | Warrants, Classified as Equity [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Equity consideration, value | 5,671 | ||||
Renovacor, Inc. [Member] | Warrants Classified as Liabilities [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Equity consideration, value | $ 1,512 | ||||
Renovacor, Inc. [Member] | Stock Options [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Stock consideration (in shares) | shares | 367,852 | ||||
Equity consideration, value | $ 2,163 | ||||
Renovacor, Inc. [Member] | Time Vesting RSU [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Stock consideration (in shares) | shares | 28,798 | ||||
Equity consideration, value | $ 512 | ||||
Renovacor, Inc. [Member] | Stock Consideration [Member] | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Stock consideration (in shares) | shares | 3,391,976 | ||||
Share price (in dollars per share) | $ / shares | $ 18.39 | ||||
Equity consideration, value | $ 62,378 | ||||
[1] Represents consideration paid for cash in lieu of fractional shares. Assumed Renovacor Warrants of $ 7,183 5,671 1,512 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Aug. 27, 2021 | Dec. 31, 2021 | Aug. 31, 2021 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 17, 2021 | Aug. 09, 2021 | Dec. 21, 2020 | |
Related Party Transaction [Abstract] | ||||||||||
Expense in connection with warrant issue | $ 0 | $ 12,781 | $ 26,562 | |||||||
Issuance of common stock, net of issuance costs | $ 108,138 | $ 11,327 | $ 280,763 | |||||||
Private Placement [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Issuance of common stock, net of issuance costs | $ 26,400 | |||||||||
Period to file S-3 following demand by purchaser | 60 days | |||||||||
Common Stock [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Issuance of common stock, net of issuance costs (in shares) | 7,820,000 | 812,516 | 5,339,286 | |||||||
Common Stock [Member] | Private Placement [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Issuance of common stock, net of issuance costs (in shares) | 812,516 | |||||||||
Share price (in dollars per share) | $ 32.48 | |||||||||
Issuance of common stock, net of issuance costs | $ 26,400 | |||||||||
Restricted Stock Units (RSU) [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Shares granted (in shares) | 1,047,301 | 3,500 | ||||||||
Warrants [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Shares granted (in shares) | 306,310 | 301,291 | 0 | |||||||
Consulting Agreement, Business Development Services [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Termination notice period for business development consulting services agreement | 60 days | |||||||||
Term of consulting agreement | 3 years | |||||||||
Consulting Agreement, Business Development Services [Member] | Warrants [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Warrant issued (in shares) | 603,386 | |||||||||
Expense in connection with warrant issue | $ 26,600 | |||||||||
August 2021 Warrant [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Expense in connection with warrant issue | $ 7,600 | |||||||||
August 2021 Warrant [Member] | Consulting Agreement, Business Development Services [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Warrant issued (in shares) | 301,291 | |||||||||
December 2021 Warrants [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Expense in connection with warrant issue | 5,200 | |||||||||
December 2021 Warrants [Member] | Consulting Agreement, Business Development Services [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Warrant issued (in shares) | 153,155 | |||||||||
December 2021 Warrants [Member] | Consulting Agreement, Asset Identification Services [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Warrant issued (in shares) | 153,155 | |||||||||
Member of the Board of Directors - One [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Business development consulting services expense (per quarter) | $ 28 | |||||||||
Termination notice period for business development consulting services agreement | 14 days | |||||||||
Related party expenses | $ 0 | $ 100 | $ 100 | |||||||
Spouse of Executive officer [Member] | Restricted Stock Units (RSU) [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Shares granted (in shares) | 10,000 | |||||||||
Vesting period | 3 years | |||||||||
Member of the Board of Directors - Two [Member] | ||||||||||
Related Party Transaction [Abstract] | ||||||||||
Term of consulting agreement | 1 year | |||||||||
Number of options granted (in shares) | 20,000 | |||||||||
Fair value amount of options granted | $ 400 |
401(k) Savings Plan (Details)
401(k) Savings Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
401(k) Savings Plan [Abstract] | |||
Percentage of matching employee contributions | 4% | ||
Matching employee contributions | $ 0.7 | $ 0.6 | $ 0.3 |