Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 06, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Entity Registrant Name | PRECISION BIOSCIENCES INC | |
Entity Central Index Key | 0001357874 | |
Trading Symbol | DTIL | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Common Stock, Shares Outstanding | 59,577,779 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 001-38841 | |
Entity Tax Identification Number | 20-4206017 | |
Entity Address, Address Line One | 302 East Pettigrew St. | |
Entity Address, Address Line Two | Suite A-100 | |
Entity Address, City or Town | Durham | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27701 | |
City Area Code | 919 | |
Local Phone Number | 314-5512 | |
Title of 12(b) Security | Common Stock, par value $0.000005 per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 173,943 | $ 89,798 |
Accounts receivable | 488 | 10,000 |
Prepaid expenses | 8,457 | 5,762 |
Other current assets | 5,416 | 4 |
Total current assets | 188,304 | 105,564 |
Property, equipment, and software—net | 32,780 | 35,090 |
Intangible assets—net | 1,343 | 1,373 |
Right-of-use assets—net | 5,822 | 6,410 |
Other assets | 1,865 | 1,721 |
Total assets | 230,114 | 150,158 |
Current liabilities: | ||
Accounts payable | 478 | 792 |
Accrued compensation | 3,612 | 5,745 |
Accrued clinical and research and development expenses | 3,840 | 3,269 |
Deferred revenue | 22,221 | 30,236 |
Lease liabilities | 2,060 | 1,933 |
Loan payable—net | 2,431 | |
Other current liabilities | 1,609 | 854 |
Total current liabilities | 36,251 | 42,829 |
Deferred revenue | 75,301 | 53,926 |
Lease liabilities | 7,522 | 8,586 |
Contract liabilities | 10,000 | |
Other liabilities | 487 | 392 |
Total liabilities | 129,561 | 105,733 |
Commitments and contingencies (Note 4) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value— 10,000,000 shares authorized as of June 30, 2021 and December 31, 2020; no shares issued and outstanding as of June 30, 2021 and December 31, 2020 | ||
Common stock; $0.000005 par value— 200,000,000 shares authorized as of June 30, 2021 and December 31, 2020; 60,093,422 shares issued and 59,282,950 shares outstanding as of June 30, 2021; 53,503,124 shares issued and 52,692,652 shares outstanding as of December 31, 2020 | ||
Additional paid-in capital | 384,611 | 331,450 |
Accumulated deficit | (283,106) | (286,073) |
Treasury stock | (952) | (952) |
Total stockholders’ equity | 100,553 | 44,425 |
Total liabilities and stockholders’ equity | $ 230,114 | $ 150,158 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.000005 | $ 0.000005 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 60,093,422 | 53,503,124 |
Common stock, shares outstanding | 59,282,950 | 52,692,652 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 68,805 | $ 1,078 | $ 85,154 | $ 8,076 |
Operating expenses | ||||
Research and development | 37,235 | 25,183 | 62,828 | 50,062 |
General and administrative | 9,938 | 8,703 | 19,436 | 18,318 |
Total operating expenses | 47,173 | 33,886 | 82,264 | 68,380 |
Operating income (loss) | 21,632 | (32,808) | 2,890 | (60,304) |
Other income (expense): | ||||
Interest expense | (24) | (24) | ||
Interest income | 48 | 107 | 101 | 767 |
Total other income, net | 24 | 107 | 77 | 767 |
Net income (loss) and net income (loss) attributable to common stockholders | $ 21,656 | $ (32,701) | $ 2,967 | $ (59,537) |
Net income (loss) per share attributable to common stockholders | ||||
Basic | $ 0.38 | $ (0.63) | $ 0.05 | $ (1.15) |
Diluted | $ 0.36 | $ (0.63) | $ 0.05 | $ (1.15) |
Weighted average common shares used in calculation of net income (loss) per share | ||||
Basic | 57,739,622 | 51,909,240 | 57,185,402 | 51,611,005 |
Diluted | 59,841,638 | 51,909,240 | 59,647,367 | 51,611,005 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock |
Beginning balance at Dec. 31, 2019 | $ 138,314 | $ 316,333 | $ (177,067) | $ (952) | |
Beginning balance, Shares at Dec. 31, 2019 | 51,965,708 | ||||
Stock option exercises | 212 | 212 | |||
Stock option exercises, Shares | 244,999 | ||||
Issuance of common stock under employee stock purchase plan | 239 | 239 | |||
Issuance of common stock under employee stock purchase plan, Shares | 42,620 | ||||
Share-based compensation expense | 3,105 | 3,105 | |||
Net income (loss) | (26,836) | (26,836) | |||
Ending balance at Mar. 31, 2020 | 115,034 | 319,889 | (203,903) | (952) | |
Ending balance, Shares at Mar. 31, 2020 | 52,253,327 | ||||
Beginning balance at Dec. 31, 2019 | 138,314 | 316,333 | (177,067) | (952) | |
Beginning balance, Shares at Dec. 31, 2019 | 51,965,708 | ||||
Net income (loss) | (59,537) | ||||
Ending balance at Jun. 30, 2020 | 85,599 | 323,155 | (236,604) | (952) | |
Ending balance, Shares at Jun. 30, 2020 | 52,978,901 | ||||
Beginning balance at Mar. 31, 2020 | 115,034 | 319,889 | (203,903) | (952) | |
Beginning balance, Shares at Mar. 31, 2020 | 52,253,327 | ||||
Stock option exercises | 148 | 148 | |||
Stock option exercises, Shares | 725,574 | ||||
Share-based compensation expense | 3,118 | 3,118 | |||
Net income (loss) | (32,701) | (32,701) | |||
Ending balance at Jun. 30, 2020 | 85,599 | 323,155 | (236,604) | (952) | |
Ending balance, Shares at Jun. 30, 2020 | 52,978,901 | ||||
Beginning balance at Dec. 31, 2020 | $ 44,425 | 331,450 | (286,073) | (952) | |
Beginning balance, Shares at Dec. 31, 2020 | 53,503,124 | 53,503,124 | |||
Stock option exercises | $ 1,297 | 1,297 | |||
Stock option exercises, Shares | 676,791 | ||||
Issuance of common stock under employee stock purchase plan | 418 | 418 | |||
Issuance of common stock under employee stock purchase plan, Shares | 90,796 | ||||
Share-based compensation expense | 3,632 | 3,632 | |||
Issuance of common stock to collaboration partners | 27,739 | 27,739 | |||
Issuance of common stock to collaboration partners, Shares | 3,762,190 | ||||
Net income (loss) | (18,689) | (18,689) | |||
Ending balance at Mar. 31, 2021 | 58,822 | 364,536 | (304,762) | (952) | |
Ending balance, Shares at Mar. 31, 2021 | 58,032,901 | ||||
Beginning balance at Dec. 31, 2020 | $ 44,425 | 331,450 | (286,073) | (952) | |
Beginning balance, Shares at Dec. 31, 2020 | 53,503,124 | 53,503,124 | |||
Stock option exercises, Shares | 1,443,558 | ||||
Net income (loss) | $ 2,967 | ||||
Ending balance at Jun. 30, 2021 | $ 100,553 | 384,611 | (283,106) | (952) | |
Ending balance, Shares at Jun. 30, 2021 | 60,093,422 | 60,093,422 | |||
Beginning balance at Mar. 31, 2021 | $ 58,822 | 364,536 | (304,762) | (952) | |
Beginning balance, Shares at Mar. 31, 2021 | 58,032,901 | ||||
Stock option exercises | 1,353 | 1,353 | |||
Stock option exercises, Shares | 766,767 | ||||
Share-based compensation expense | 3,896 | 3,896 | |||
Proceeds from issuance of common stock, net of issuance cost | 14,826 | 14,826 | |||
Proceeds from issuance of common stock, net of issuance cost, Shares | 1,293,754 | ||||
Net income (loss) | 21,656 | 21,656 | |||
Ending balance at Jun. 30, 2021 | $ 100,553 | $ 384,611 | $ (283,106) | $ (952) | |
Ending balance, Shares at Jun. 30, 2021 | 60,093,422 | 60,093,422 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 2,967 | $ (59,537) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,542 | 4,358 |
Share-based compensation | 7,528 | 6,223 |
Loss on disposal of assets | 23 | |
Non-cash interest expense | 19 | |
Amortization of right-of-use assets | 588 | 485 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (2,695) | (687) |
Accounts receivable | 9,512 | 882 |
Other assets and other current assets | (200) | 1,913 |
Accounts payable | 192 | (121) |
Other liabilities and other current liabilities | (905) | (226) |
Deferred revenue | 6,099 | (4,160) |
Lease liabilities and right-of-use assets | (937) | (841) |
Contract liabilities | 10,000 | |
Net cash provided by (used in) operating activities | 36,733 | (51,711) |
Cash flows from investing activities: | ||
Purchases of property, equipment and software | (2,815) | (2,888) |
Net cash used in investing activities | (2,815) | (2,888) |
Cash flows from financing activities: | ||
Proceeds from stock option exercises | 2,647 | 360 |
Proceeds from employee stock purchase plan | 418 | 239 |
Proceeds from issuance of common stock to collaboration partners | 35,000 | |
Proceeds from at-the-market offering of common stock, net of issuance costs and commissions | 9,705 | |
Proceeds from issuance of term loan, net of issuance costs paid to lender | 2,470 | |
Payments of debt issuance costs | (13) | |
Net cash provided by financing activities | 50,227 | 599 |
Net increase (decrease) in cash and cash equivalents | 84,145 | (54,000) |
Cash and cash equivalents—beginning of period | 89,798 | 180,886 |
Cash and cash equivalents —end of period | 173,943 | 126,886 |
Supplemental disclosures of noncash activities: | ||
Property, equipment and software additions included in accounts payable and other current liabilities | 308 | $ 471 |
Unsettled at-the-market issuances of common stock included in other current assets | 5,121 | |
Contract liability accrual related to Servier Program Purchase Agreement milestones | $ 10,000 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Precision BioSciences, Inc. (the “Company”) was incorporated on January 26, 2006 under the laws of the State of Delaware and is based in Durham, North Carolina. The Company is dedicated to improving life through the application of its pioneering, proprietary ARCUS genome editing platform to treat human diseases and create healthy and sustainable food and agricultural solutions. The Company is actively developing product candidates through two reportable segments: Therapeutics and Food. The Therapeutics segment is focused on allogeneic chimeric antigen receptor T (“CAR T”) cell immunotherapy and in vivo gene correction. The Food segment focuses on applying ARCUS to develop food and nutrition products through collaboration agreements with consumer-facing companies. The Company’s 100% owned subsidiary, Precision PlantSciences, Inc., was incorporated on January 4, 2012. Precision PlantSciences, Inc. amended its certificate of incorporation on January 16, 2018 to change its name to Elo Life Systems, Inc (“Elo”). Elo Life Systems Australia Pty Ltd was incorporated on May 29, 2018 as a 100% owned subsidiary of Elo Life Systems, Inc. Additionally, the Company’s 100% owned subsidiary Precision BioSciences UK Limited was incorporated on June 17, 2019. The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Since its inception, the Company has devoted substantially all of its efforts to research and development activities, recruiting skilled personnel, developing manufacturing processes, establishing its intellectual property portfolio and providing general and administrative support for these operations. The Company is subject to a number of risks similar to those of other companies conducting high-risk, early-stage research and development of product candidates. Principal among these risks are dependence on key individuals and intellectual property, competition from other products and companies, and the technical risks associated with the successful research, development and clinical manufacturing of its product candidates. The Company’s success is dependent upon its ability to continue to raise additional capital in order to fund ongoing research and development, obtain regulatory approval of its products, successfully commercialize its products, generate revenue, meet its obligations, and, ultimately, attain profitable operations. Management believes that, as of the time these financial statements were issued, existing cash and cash equivalents, expected operational receipts and available credit will allow the Company to continue its operations into 2023. In the absence of a significant source of recurring revenue, the continued viability of the Company beyond that point is dependent on its ability to continue to raise additional capital to finance its operations. There can be no assurance that the Company will be able to obtain sufficient capital to cover its costs on acceptable terms, if at all. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements and notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in the annual financial statements, prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”), have been condensed or omitted pursuant to those rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 18, 2021. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial position as of June 30, 2021 and condensed consolidated results of operations for the three and six months ended June 30, 2021 and 2020 and the condensed consolidated cash flows for the six months ended June 30, 2021 and 2020, have been made. The Company’s condensed consolidated results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2021. Summary of Significant Accounting Policies Revenue Recognition for Contracts with Customers The Company’s revenues are generated primarily through collaborative research, license, development and commercialization agreements. ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company evaluates the performance obligations promised in the contract that are based on goods and services that will be transferred to the customer and determines whether those obligations are both (i) capable of being distinct and (ii) distinct in the context of the contract. Goods or services that meet these criteria are considered distinct performance obligations. If both these criteria are not met, the goods and services are combined into a single performance obligation. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, these options are considered performance obligations. The exercise of a material right is accounted for as a contract modification for accounting purposes. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input method. For the six months ended June 30, 2021, the Company recorded cumulative catch up adjustments on its contracts with customers that increased revenue recognition by $62.5 million; the cumulative catch-up adjustments resulted from a change in the transaction price related to variable consideration for development milestones as well as changes in total estimated effort required to satisfy performance obligations. During the six months ended June 30, 2021, the Company recorded $74.2 million in revenue that was included in deferred revenue as of December 31, 2020. Invoices issued as stipulated in contracts prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue within current liabilities in the accompanying condensed consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as noncurrent deferred revenue. Amounts recognized as revenue, but not yet invoiced are generally recognized as contract assets in the other current assets line item in the accompanying condensed consolidated balance sheets. Milestone Payments – If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received and therefore revenue recognized is constrained as management is unable to assert that a reversal of revenue would not be probable. The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues and earnings in the period of adjustment. Royalties – For arrangements that include sales-based royalties, including milestone payments based on a level of sales, which are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation linked to some or all of the royalty has been satisfied or partially satisfied. To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Significant Financing Component – In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company assessed each of its revenue arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements. Collaborative Arrangements – The Company has entered into collaboration agreements, which are within the scope of ASC 606, to discover, develop, manufacture and commercialize product candidates. The terms of these agreements typically contain multiple promises or obligations, which may include: (1) licenses, or options to obtain licenses, to use the Company’s technology, (2) research and development activities to be performed on behalf of the collaboration partner, and (3) in certain cases, services in connection with the manufacturing of preclinical and clinical material. Payments the Company receives under these arrangements typically include one or more of the following: non-refundable, upfront license fees; option exercise fees; funding of research and/or development efforts; clinical and development, regulatory, and sales milestone payments; and royalties on future product sales. The Company analyzes its collaboration arrangements to assess whether the collaboration agreements are within the scope of accounting standards codification (“ASC”) ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and, therefore, are within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to ASC 606. For those elements of the arrangement that are accounted for pursuant to ASC 606, the Company applies the five-step model described above. For additional discussion of accounting for collaboration revenues, see Note 8, “Collaboration and License Agreements.” |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 2 : STOCKHOLDERS’ EQUITY Capital Structure On April 1, 2019, the Company filed an amendment to its amended and restated certificate of incorporation pursuant to which, among other things, the Company increased its authorized shares to 210,000,000 shares of capital stock, of which 200,000,000 shares were designated as $0.000005 par value common stock and 10,000,000 shares were designated as $0.0001 par value preferred stock. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 3 : SHARE-BASED COMPENSATION The Company previously granted stock options under its 2006 Stock Incentive Plan (the “2006 Plan”) and its 2015 Stock Incentive Plan (the “2015 Plan”). As of June 30, 2021 there were 3,557,824 stock options outstanding under the 2006 Plan and 2015 Plan and no remaining stock options available to be granted under such plans. On March 12, 2019, the Company’s board of directors adopted, and, on March 14, 2019 the Company’s stockholders approved, the Precision BioSciences, Inc. 2019 Incentive Award Plan (“2019 Plan”) and the 2019 Employee Stock Purchase Plan (“2019 ESPP”), both of which became effective on March 27, 2019. The 2019 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other share-based awards. The number of shares available for issuance under the 2019 Plan initially equaled 4,750,000 shares of common stock. The 2019 Plan provides for an annual increase to the number of shares of common stock available for issuance on the first day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2029 by an amount equal to the lesser of (i) 4% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the board of directors. As of June 30, 2021, the aggregate number of shares available for issuance under the 2019 Plan has been increased by 4,153,915 pursuant to this provision. Any shares that are subject to awards outstanding under the Company’s 2006 Plan and 2015 Plan as of the effective date of the 2019 Plan that expire, lapse, or are terminated, exchanged for cash, surrendered, repurchased, or canceled without having been fully exercised or forfeited, to the extent so unused, will become available for award grants under the 2019 Plan. As of June 30, 2021, 1,282,440 shares were available to be issued under the 2019 Plan. The 2019 Plan had 7,034,643 stock options and 823,883 restricted stock units (“RSUs”) outstanding as of June 30, 2021. Up to 525,000 shares of the Company’s common stock were initially reserved for issuance under the 2019 ESPP. The 2019 ESPP provides for an annual increase to the number of shares available for issuance on the first day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2029 by an amount equal to the lesser of (i) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our board of directors. As of June 30, 2021, the aggregate number of shares available for issuance under the 2019 ESPP has been increased by 1,038,478 shares pursuant to this provision. No more than 5,250,000 shares of our common stock may be issued under our 2019 ESPP. The purchase price of the shares under the 2019 ESPP, in the absence of a contrary designation, will be 85 % of the lower of the fair market value of our common stock on the first trading day of the offering period or on the purchase date. As of June 30, 2021 , the Company had issued 217,024 shares under the 2019 ESPP. As of June 30, 2021 , 1,346,454 shares were available to be issued under the 2019 ESPP. The Company recognized share-based compensation expense related to the ESPP of $ 0.2 million during each of the six months ended June 30, 2021 and 2020 . The Company recorded employee and nonemployee share-based compensation expense as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Employee $ 3,513 $ 2,850 $ 6,791 $ 5,779 Nonemployee 383 268 737 444 $ 3,896 $ 3,118 $ 7,528 $ 6,223 Share-based compensation expense is included in the following line items in the condensed Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 2,271 $ 1,953 $ 4,353 $ 3,808 General and administrative 1,625 1,165 3,175 2,415 $ 3,896 $ 3,118 $ 7,528 $ 6,223 Determining the appropriate fair value model to measure the fair value of the stock option grants on the date of grant and the related assumptions requires judgment. The fair value of each stock option grant is estimated using a Black-Scholes option-pricing model on the date of grant as follows: Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Estimated dividend yield 0.00 % 0.00 % Weighted-average expected stock price volatility 73.07 % 73.10 % Weighted-average risk-free interest rate 1.01 % 0.99 % Expected life of options (in years) 6.36 6.36 Weighted-average fair value per option $ 7.18 $ 7.24 The expected volatility rates are estimated based on the actual volatility of comparable public companies over the expected term. The expected term represents the average time that stock options that vest are expected to be outstanding. The Company does not have sufficient history of exercising stock options to estimate the expected term of employee stock options and thus utilizes a weighted value considering actual history and estimated expected term based on the midpoint of final vest date and expiration date. The risk-free rate is based on the United States Treasury yield curve during the expected life of the option. The following table summarizes activity in the Company’s stock option plans for the six months ended June 30, 2021: Outstanding Option Shares Weighted-Average Exercise Price Balance as of January 1, 2021 10,544,270 $ 7.88 Granted 1,824,615 11.07 Exercised (1,443,558 ) 1.84 Forfeited/canceled (332,860 ) 10.20 Balance as of June 30, 2021 10,592,467 $ 9.18 The intrinsic value of stock options exercised was $12.8 million and $6.7 million during the six months ended June 30, 2021 and 2020, respectively. During the six months ended June 30, 2021, the Company granted 825,572 RSUs with a grant date fair value of $9.4 million. The fair value of each award was determined based on the market price of the Company’s common stock on the date of grant. The fair value of the RSUs will be recognized as expense over the requisite vesting period. The following table summarizes the Company’s RSU activity for the six months ended June 30, 2021: RSU Awards Weighted-Average Grant Date Fair Value Unvested RSUs as of January 1, 2021 — — Granted 825,572 $ 11.34 Forfeited (1,689 ) 11.34 Vested — — Unvested RSUs as of June 30, 2021 823,883 $ 11.34 There was approximately $44.3 million of total unrecognized compensation cost related to unvested stock options and RSUs as of June 30, 2021, which is expected |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4 : COMMITMENTS AND CONTINGENCIES Litigation The Company is not currently subject to any material legal proceedings. COVID-19 Pandemic In March 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus known as COVID-19 as a global pandemic. The Company has taken steps in line with guidance from the U.S. Centers for Disease Control and Prevention (“CDC”) and the State of North Carolina to protect the health and safety of its employees and the community. The Company is working closely with its clinical sites, physician partners and the patient community to monitor and manage the ongoing impact of the pandemic related to COVID-19 and variants thereof. The Company remains committed to its clinical programs and development plans, however, disruptions, competing resource demands and safety concerns caused by the pandemic related to COVID-19 and variants thereof have caused delays in the Company’s clinical trial site activation and impacted its ability to enroll patients. The Company may also experience other difficulties, disruptions or delays in conducting preclinical studies, initiating, enrolling, conducting or completing its planned and ongoing clinical trials or supply chain disruptions, and the Company may incur other unforeseen costs as a result. While the extent to which COVID-19 and variants thereof may continue to impact the Company’s future results will depend on future developments, the pandemic and associated economic impacts could result in a material impact to the Company’s future financial condition, results of operations and cash flows. Servier Program Purchase Agreement On April 9, 2021, the Company entered into a Program Purchase Agreement with Les Laboratoires Servier and Institut de Recherches Internationales Servier (collectively, “Servier”), pursuant to which the Company reacquired all of its global development and commercialization rights previously granted to Servier pursuant to the Development and Commercial License Agreement by and between Servier and the Company, dated February 24, 2016, as amended (the “Servier Agreement”), and terminated the Servier Agreement by mutual agreement (the “Program Purchase Agreement”). The Program Purchase Agreement requires the Company to make certain payments to Servier based on the achievement of regulatory and commercial milestones for each product, and a low- to mid-single-digit percentage royalty (subject to certain reductions) based on net sales of approved products, if any, resulting from any continued development and commercialization of the programs by the Company, for a period not to exceed ten years after first commercial sale of the applicable product in the United States or certain countries in Europe. If the Company enters into specified product partnering transactions, the Program Purchase Agreement requires the Company to pay to Servier a portion of certain consideration received pursuant to such product partnering transactions in lieu of the foregoing milestones (with the exception of a one-time clinical phase development milestone) and royalties. Regulatory and Commercial Milestones Management assessed the likelihood of each of the regulatory and commercial milestones included in the Program Purchase Agreement in accordance with ASC 450, Contingencies Product Partnering Transaction Consideration Due to Servier Per the terms of the Program Purchase Agreement, should the Company enter into a product partnering transaction with respect to any of the targets previously nominated by Servier, the Company will pay Servier a percentage of the proceeds received. In accordance with ASC 450, Contingencies Leases The Company has operating leases for real estate in North Carolina and does not have any finance leases. Many of the Company’s leases contain options to renew and extend lease terms and options to terminate leases early. Reflected in the right-of-use asset and lease liabilities on the Company’s condensed consolidated balance sheet are the periods provided by renewal and extension options that the Company is reasonably certain to exercise, as well as the periods provided by termination options that the Company is reasonably certain to not exercise. The Company has existing leases that include variable lease payments that are not included in the right-of-use asset and lease liabilities and are reflected as an expense in the period incurred. Such payments primarily include common area maintenance charges and fluctuations in rent payments that are driven by factors such as future changes in an index (e.g. the Consumer Price Index). The Company has existing leases in which the non-lease components (e.g., common area maintenance, consumables, etc.) are paid separately from rent based on actual costs incurred and therefore are not included in the right-of-use assets and lease liabilities but rather reflected as an expense in the period incurred. Future lease payments under non-cancelable leases with terms of greater than one year as of June 30, 2021, were as follows: (in thousands) June 30, 2021 2021 (excluding the 6 months ended June 30, 2021) $ 1,354 2022 2,769 2023 2,848 2024 2,135 2025 1,086 2026 and beyond 1,108 Total lease payments 11,300 Less: imputed interest 1,718 Total operating lease liabilities $ 9,582 Supply Agreements The Company enters into contracts in the normal course of business with contract manufacturing organizations (“CMOs”) for the manufacture of clinical trial materials and contract research organizations (“CROs”) for clinical trial services. These agreements provide for termination at the request of either party with less than one-year condensed |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 5 : DEBT Revolving Line In May 2019, the Company entered into a loan and security agreement with Pacific Western Bank (“PWB”), as subsequently amended (the “Pacific Western Loan”) pursuant to which the Company may request advances on a revolving line of credit of up to an aggregate principal of $30.0 million (the “Revolving Line”). The Pacific Western Loan matures on June 23, 2023. All outstanding principal amounts are due on the maturity date. The Company must also maintain an aggregate balance of unrestricted cash at Bank (not including amounts in certain specified accounts) equal to or greater than $10.0 million. The interest rate under the Pacific Western Loan is a variable annual rate equal to the greater of (a) 2.75% above the Prime Rate (as defined in the Pacific Western Loan), or (b) 6.00%. There have been no borrowings under the Pacific Western Loan as of the date of this Quarterly Report on Form 10-Q. The Company was in compliance with its financial covenants under the Pacific Western Loan as of June 30, 2021. Elo Loan On May 19, 2021, Elo entered into a loan and security agreement with PWB for a term loan (the “Elo Loan”) in the amount of $2.5 million. The Elo Loan matures on March 31, 2022. Monthly payments on the Elo Loan are interest only until maturity. Elo may prepay principal on the Elo Loan before maturity without penalty or premium. The interest rate on the Elo Loan is a variable annual rate equal to the greater of a) 1.75% above the prime rate in effect (as defined in the Elo Loan); or b) 5.00%. All outstanding principal amounts are due on the maturity date. In connection with the Elo Loan, the Company issued warrants to PWB (the “Warrants”). For further discussion of accounting for the Warrants, see Note 7. The Elo Loan discount was determined to be less than $0.1 million upon issuance and includes debt issuance costs incurred by the Company as well as the fair value of the Warrants on the closing date. The Elo Loan discount will be amortized to interest expense over the life of the Elo Loan. The Company was in compliance with its financial covenants under the Elo Loan as of June 30, 2021. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 : Income Taxes The Company estimates an annual effective tax rate of 0% for the year ending December 31, 2021 as the Company incurred income for the six months ended June 30, 2021 and is forecasting losses through the remainder of fiscal year ending December 31, 2021, resulting in an estimated net loss for both financial statement and tax purposes for the year ending December 31, 2021. Therefore, no federal or state income taxes are expected and none have been recorded at this time. Income taxes have been accounted for using the liability method. Due to the Company's history of losses since inception, there is not enough evidence at this time to support that the Company will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a full valuation allowance, since the Company does not currently believe that realization of its deferred tax assets is more likely than not. As of June 30, 2021, the Company had no unrecognized income tax benefits that would reduce the Company’s effective tax rate if recognized. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 7 : FAIR VALUE MEASUREMENTS The carrying amounts of the Company’s financial instruments, including accounts receivable, accounts payable, and accrued expenses and other current liabilities, approximate their respective fair values due to their short-term nature. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis and to minimize the use of unobservable inputs when determining their fair value. The three tiers are defined as follows: Level 1—Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities Level 2—Inputs, other than quoted prices in active markets, that are observable either directly or indirectly Level 3—Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions Cash Equivalents: As of June 30, 2021 the Company held cash equivalents which are composed of money market funds and repurchase agreements that were purchased through repurchase intermediary banks and collateralized by deposits in the form of government securities and obligations. As of December 31, 2020, the Company held an insignificant amount of cash equivalents. The Company classifies investments in money market funds within Level 1 as the prices are available from quoted prices in active markets. Investments in repurchase agreements are classified within Level 2 as these instruments are valued using observable market inputs including reported trades, broker/dealer quotes, bids and/or offers. Warrant Liability In connection with the Elo Loan, the Company issued $50,000 of warrants to PWB on May 19, 2021 (the “Warrants”) with an exercise price equal to the lowest price per share paid by an investor in an issuance of Elo’s equity securities which results in the Company receiving at least $10.0 million of aggregate cash proceeds on or before March 31, 2022. The Warrants have a ten year term and expire on May 19, 2031. The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40, under which the Warrants do not meet the criteria for equity treatment and are recorded as a liability. Accordingly, the Company classifies the Warrants as a non-current liability at their fair value and adjusts the warrant liability to fair value each reporting period with any changes in fair value recognized in the statement of operations. The Company utilizes the Black-Scholes option pricing model to value the warrant liability each reporting period and records changes in value to other income (expense). Upon the exercise of the warrants, the warrant liability will be marked to fair value at the conversion date and then reclassified to equity. The Company concluded there was no change in the fair value of the Warrants in the six months ended June 30, 2021 . The Company classifies the warrant liability within Level 3 of the fair value hierarchy as the fair value each reporting period is calculated using the Company’s assumptions to the Black-Scholes option pricing model including estimated dividend yield, expected stock volatility and expected term of the Warrants. The following represents assets and liabilities measured at fair value on a recurring basis by the Company (in thousands): June 30, 2021 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 5,027 $ 5,027 $ — $ — Repurchase agreements 18,500 — 18,500 — 23,527 5,027 18,500 — Liabilities: Warrant Liability 30 — — 30 December 31, 2020 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 10 $ 10 $ — $ — Repurchase agreements - — $ — — $ 10 $ 10 $ - $ — |
Collaboration and License Agree
Collaboration and License Agreements | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
COLLABORATION AND LICENSE AGREEMENTS | NOTE 8 : COLLABORATION AND LICENSE AGREEMENTS Development and License Agreement with Eli Lilly On November 19, 2020, the Company, entered into a development and license agreement (the “Development and License Agreement”) with Eli Lilly and Company (“Lilly”) to collaborate to discover and develop in vivo in vivo Upon closing of the Development and License Agreement on January 6, 2021, the Company received an upfront cash payment of $100.0 million. The Company will also be eligible to receive milestone payments of up to an aggregate of $420.0 million per licensed product as well as nomination fees for additional targets and certain research funding. If licensed products resulting from the collaboration are approved and sold, the Company will also be entitled to receive tiered royalties ranging from the mid-single digit percentages to the low-teens percentages on world-wide net sales of the licensed products, subject to customary potential reductions. Lilly’s obligation to pay royalties to the Company expires on a country-by-country and licensed product-by-licensed product basis, upon the latest to occur of certain events related to expiration of patents, regulatory exclusivity or a period of ten years following first commercial sale of the licensed product. Simultaneously with the entry into the Development and License Agreement, the Company and Lilly entered into a Share Purchase Agreement (the “Share Purchase Agreement”), pursuant to which Lilly purchased 3,762,190 shares of the Company’s common stock for a purchase price of $35.0 million. Management concluded that the Lilly Share Purchase Agreement is to be combined with the Development and License Agreement (together, the “Combined Agreements”) for accounting purposes. Of the total $135.0 million upfront compensation, the Company applied equity accounting guidance to measure the $27.7 million recorded in equity upon the issuance of the shares, and $107.3 million was identified as the transaction price allocated to the revenue arrangement. The Company assessed this arrangement in accordance with ASC 606 and concluded that the promises in the agreement represent transactions with a customer. The Company has determined that the promises associated with the research and development activities for each of the targets are not distinct because they are all based on the ARCUS proprietary genome editing platform. The Company has concluded that the agreement with Lilly contains the following promises: (i) license of intellectual property; (ii) performance of R&D services, (iii) the manufacture of pre-clinical supply, (iv) Joint Steering Committee (“JSC”) Participation, and (v) regulatory responsibilities. The Company determined that the license of intellectual property, R&D services, manufacture of pre-clinical development material, and regulatory responsibilities were not distinct from each other, as the license, R&D services, pre-clinical supply, and regulatory responsibilities are highly interdependent upon one another. The JSC participation was determined to be an immaterial promise as the time commitment and related cost associated with performance of JSC participation is expected to be inconsequential to the total consideration in the contract. As such, the Company determined that these promises should be combined into a single performance obligation. The Company recognizes revenue from the $100.0 million upfront cash payment, $7.3 million allocated to the transaction price from the Stock Purchase Agreement, and variable consideration on an input method in the form of research effort relative to expected research effort at the completion of the performance obligation, which is based on the actual time of R&D activities performed relative to expected time to be incurred in the future to satisfy the performance obligation. Management evaluates and adjusts the total expected research effort for the performance obligation on a quarterly basis based upon actual research progress to date relative to research progress forecasts. The transfer of control occurs over this time period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation. During the six months ended June 30, 2021, the Company recognized revenue under the agreement with Lilly of approximately $10.7 million. The Company recognized no revenue under the agreement with Lilly in 2020. Deferred revenue related to the agreement with Lilly amounted to $97.5 million as of June 30, 2021, of which $22.2 million was included in current liabilities as of June 30, 2021. No deferred revenue related to the Development and License Agreement with Lilly was recorded as of December 31, 2020. Development and Commercial License Agreement with Servier On April 9, 2021, the Company entered into the Program Purchase Agreement with Servier, pursuant to which the Company reacquired all of its global development and commercialization rights previously granted to Servier pursuant to the Servier Agreement, and terminated the Servier Agreement by mutual agreement. The Program Purchase Agreement terminated the Servier Agreement, pursuant to which the Company has developed certain allogeneic CAR T candidates, including PBCAR0191 and the stealth cell PBCAR19B, each targeting CD19, as well as four additional product targets (“Servier Targets”). Pursuant to the termination and reacquisition, the Company regained full global rights to research, develop, manufacture and commercialize products resulting from such programs, with sole control over all activities. With respect to products directed to CD19, Servier has certain rights of negotiation, which may be exercised during a specified time period if the Company elects to initiate a process or entertain third party offers for partnering such products. Pursuant to the terms of the Program Purchase Agreement, the Company made an upfront payment of $20.0 million in a combination of cash ($1.25 million) and waiver of earned milestones totaling $18.75 million that would have been otherwise payable to the Company. The $1.25 million cash payment to Servier is classified as research and development expense in the condensed consolidated statement of operations for the three and six month periods ended June 30, 2021. The waiver of earned milestones resulted in a $18.75 million reduction in accounts receivable and deferred revenue. This non-cash activity is reflected in the “Cash flows from operating activities” section of the Condensed Consolidated Statements of Cash Flows. The Program Purchase Agreement also requires the Company to make certain payments to Servier based on the achievement of regulatory and commercial milestones for each product, and a low- to mid-single-digit percentage royalty (subject to certain reductions) based on net sales of approved products, if any, resulting from any continued development and commercialization of the programs by the Company, for a period not to exceed ten years after first commercial sale of the applicable product in the United States or certain countries in Europe. If the Company enters into specified product partnering transactions, the Program Purchase Agreement requires the Company to pay to Servier a portion of certain consideration received pursuant to such product partnering transactions in lieu of the foregoing milestones (with the exception of a one-time clinical phase development milestone) and royalties. For additional discussion of accounting for payment obligations arising from the Program Purchase Agreement, refer to Note 4, “Commitments and Contingencies.” Upon the closing of the Program Purchase Agreement, management concluded that the combined performance obligation associated with the Servier Agreement was fully satisfied as the Company is no longer required to perform research and development work on the Servier targets and the Company regained all of its global development and commercialization rights previously granted to under the Servier Agreement. Accordingly, all remaining deferred revenue related to the Servier agreement was recognized as revenue in the three months ended June 30, 2021. During the six months ended June 30, 2021 and 2020, the Company recognized revenue under the agreement with Servier of approximately $72.9 million and $2.6 million, respectively. The Company did not have deferred revenue related to the agreement with Servier as of June 30, 2021. Deferred revenue related to the agreement with Servier amounted to $82.9 million as of December 31, 2020, of which $28.9 million was included in current liabilities. Collaboration and License Agreement with Gilead On July 6, 2020 (the “Termination Notice Date”), Gilead Sciences (“Gilead”) notified the Company of its termination of the Collaboration and License Agreement between Gilead and the Company, dated September 10, 2018, as subsequently amended by Amendment No. 1 to the Collaboration and License Agreement, dated March 10, 2020 (as amended, the “Gilead Agreement”). Pursuant to the termination notice, the Gilead Agreement terminated on September 4, 2020, upon which the Company regained full rights and all data it generated for the in vivo Revenue associated with the combined performance obligation was recognized on a straight-line basis as the R&D services were provided through the Termination Notice Date. During the six months ended June 30, 2021 and 2020, the Company recognized no revenue and approximately $3.9 million of revenue under the Gilead Agreement, respectively. The Company did not have deferred revenue related to the Gilead Agreement as of June 30, 2021 or December 31, 2020. No development or sales-based milestone payments were received under the Gilead Agreement. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NOTE 9 : NET INCOME (LOSS) PER SHARE The computations of basic and diluted net income (loss) per share attributable to common stockholders are as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net income (loss) attributable to common stockholders (in thousands) $ 21,656 $ (32,701 ) $ 2,967 $ (59,537 ) Denominator: Basic weighted average common shares 57,739,622 51,909,240 57,185,402 51,611,005 Dilutive impact of share-based awards 2,102,017 - 2,461,966 - Diluted weighted-average common shares (1) 59,841,638 51,909,240 59,647,367 51,611,005 Basic net income (loss) per share attributable to common stockholders $ 0.38 $ (0.63 ) $ 0.05 $ (1.15 ) Diluted net income (loss) per share attributable to common stockholders $ 0.36 $ (0.63 ) $ 0.05 $ (1.15 ) (1) 6,145,438 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 10 : SEGMENT REPORTING The Company has developed a genome editing platform and performed related research for human therapeutic and agricultural applications. The Company’s Chief Operating Decision Maker (“CODM”) evaluates the Company’s financial performance based on two reportable segments: Therapeutics and Food. The Therapeutics segment is focused on the development of products in the field of allogeneic CAR T cell immunotherapy and in vivo Segment operating income (loss) is derived by deducting operational cash expenditures, net, from GAAP revenue. Operational cash expenditures are cash disbursements made that are directly attributable to the reportable segment (including directly attributable research and development and property, equipment, and software expenditures). The reportable segment operational cash expenditures include cash disbursements for compensation, laboratory supplies, purchases of property, equipment and software and procuring services from CROs, CMOs and research organizations. Certain cost items are not allocated to the Company’s reportable segments. These cost items primarily consist of compensation and general operational expenses associated with the Company’s executive, business development, finance, operations, human resources and legal functions. The Company does not allocate non-cash income statement amounts to its reportable segments, such as share based compensation, depreciation and amortization, intangible asset impairment charges, non-cash interest expense and losses on the disposal of assets. When reconciling segment operating income (loss) to consolidated operating income (loss), the Company makes an adjustment to convert the cash expenditures to the accrual basis to reflect GAAP. All segment revenue is earned in the United States and there are no intersegment revenues. Additionally, the Company reports assets on a consolidated basis and does not allocate assets to its reportable segments for purposes of assessing segment performance or allocating resources. Presented below is the financial information with respect to the Company’s reportable segments: Three Months Ended June 30, (in thousands) 2021 2020 Revenue: Therapeutics $ 67,887 $ 1,020 Food 918 58 Total segment revenue 68,805 1,078 Segment operational cash expenditures: Therapeutics 21,360 19,117 Food 1,961 1,588 Total segment operational cash expenditures 23,321 20,705 Segment operating income (loss): Therapeutics 46,527 (18,097 ) Food (1,043 ) (1,530 ) Total segment operating income (loss) 45,484 (19,627 ) Adjustments to reconcile segment operating loss to consolidated operating income (loss) Corporate general and administrative cash expenditures (10,447 ) (10,714 ) Interest income received (48 ) (107 ) Non-cash interest expense (19 ) — Depreciation and amortization (2,366 ) (2,203 ) Amortization of right-of-use asset (298 ) (250 ) Share-based compensation (3,896 ) (3,118 ) Adjustments to reconcile cash expenditures to GAAP expenses (6,778 ) 3,211 Total consolidated operating income (loss) $ 21,632 $ (32,808 ) Six Months Ended June 30, (in thousands) 2021 2020 Revenue: Therapeutics $ 83,566 $ 6,493 Food 1,588 1,583 Total segment revenue 85,154 8,076 Segment operational cash expenditures: Therapeutics $ 44,223 $ 38,374 Food 4,253 4,406 Total segment operational cash expenditures 48,476 42,780 Segment operating income (loss): Therapeutics $ 39,343 $ (31,881 ) Food (2,665 ) (2,823 ) Total segment operating income (loss) 36,678 (34,704 ) Adjustments to reconcile segment operating loss to consolidated operating income (loss) Corporate general and administrative cash expenditures $ (18,345 ) $ (16,617 ) Interest income received (101 ) (767 ) Non-cash interest expense (19 ) — Depreciation and amortization (4,542 ) (4,358 ) Amortization of right-of-use asset (588 ) (485 ) Share-based compensation (7,528 ) (6,223 ) Loss on disposal of assets (23 ) — Adjustments to reconcile cash expenditures to GAAP expenses (2,642 ) 2,850 Total consolidated operating income (loss) $ 2,890 $ (60,304 ) |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Revenue Recognition for Contracts with Customers | Revenue Recognition for Contracts with Customers The Company’s revenues are generated primarily through collaborative research, license, development and commercialization agreements. ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company evaluates the performance obligations promised in the contract that are based on goods and services that will be transferred to the customer and determines whether those obligations are both (i) capable of being distinct and (ii) distinct in the context of the contract. Goods or services that meet these criteria are considered distinct performance obligations. If both these criteria are not met, the goods and services are combined into a single performance obligation. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, these options are considered performance obligations. The exercise of a material right is accounted for as a contract modification for accounting purposes. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input method. For the six months ended June 30, 2021, the Company recorded cumulative catch up adjustments on its contracts with customers that increased revenue recognition by $62.5 million; the cumulative catch-up adjustments resulted from a change in the transaction price related to variable consideration for development milestones as well as changes in total estimated effort required to satisfy performance obligations. During the six months ended June 30, 2021, the Company recorded $74.2 million in revenue that was included in deferred revenue as of December 31, 2020. Invoices issued as stipulated in contracts prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue within current liabilities in the accompanying condensed consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as noncurrent deferred revenue. Amounts recognized as revenue, but not yet invoiced are generally recognized as contract assets in the other current assets line item in the accompanying condensed consolidated balance sheets. Milestone Payments – If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received and therefore revenue recognized is constrained as management is unable to assert that a reversal of revenue would not be probable. The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues and earnings in the period of adjustment. Royalties – For arrangements that include sales-based royalties, including milestone payments based on a level of sales, which are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation linked to some or all of the royalty has been satisfied or partially satisfied. To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Significant Financing Component – In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company assessed each of its revenue arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements. Collaborative Arrangements – The Company has entered into collaboration agreements, which are within the scope of ASC 606, to discover, develop, manufacture and commercialize product candidates. The terms of these agreements typically contain multiple promises or obligations, which may include: (1) licenses, or options to obtain licenses, to use the Company’s technology, (2) research and development activities to be performed on behalf of the collaboration partner, and (3) in certain cases, services in connection with the manufacturing of preclinical and clinical material. Payments the Company receives under these arrangements typically include one or more of the following: non-refundable, upfront license fees; option exercise fees; funding of research and/or development efforts; clinical and development, regulatory, and sales milestone payments; and royalties on future product sales. The Company analyzes its collaboration arrangements to assess whether the collaboration agreements are within the scope of accounting standards codification (“ASC”) ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and, therefore, are within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to ASC 606. For those elements of the arrangement that are accounted for pursuant to ASC 606, the Company applies the five-step model described above. For additional discussion of accounting for collaboration revenues, see Note 8, “Collaboration and License Agreements.” |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense | The Company recorded employee and nonemployee share-based compensation expense as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Employee $ 3,513 $ 2,850 $ 6,791 $ 5,779 Nonemployee 383 268 737 444 $ 3,896 $ 3,118 $ 7,528 $ 6,223 |
Schedule of Stock-Based Compensation Expense | Share-based compensation expense is included in the following line items in the condensed Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Research and development $ 2,271 $ 1,953 $ 4,353 $ 3,808 General and administrative 1,625 1,165 3,175 2,415 $ 3,896 $ 3,118 $ 7,528 $ 6,223 |
Schedule of Stock Options Valuation Assumptions Using a Black-Scholes Option Pricing Model | The fair value of each stock option grant is estimated using a Black-Scholes option-pricing model on the date of grant as follows: Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Estimated dividend yield 0.00 % 0.00 % Weighted-average expected stock price volatility 73.07 % 73.10 % Weighted-average risk-free interest rate 1.01 % 0.99 % Expected life of options (in years) 6.36 6.36 Weighted-average fair value per option $ 7.18 $ 7.24 |
Summary of Activity of Option Plans | The following table summarizes activity in the Company’s stock option plans for the six months ended June 30, 2021: Outstanding Option Shares Weighted-Average Exercise Price Balance as of January 1, 2021 10,544,270 $ 7.88 Granted 1,824,615 11.07 Exercised (1,443,558 ) 1.84 Forfeited/canceled (332,860 ) 10.20 Balance as of June 30, 2021 10,592,467 $ 9.18 |
Summary of Restricted Stock Unit Activity | The following table summarizes the Company’s RSU activity for the six months ended June 30, 2021: RSU Awards Weighted-Average Grant Date Fair Value Unvested RSUs as of January 1, 2021 — — Granted 825,572 $ 11.34 Forfeited (1,689 ) 11.34 Vested — — Unvested RSUs as of June 30, 2021 823,883 $ 11.34 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Lessee Operating Lease Liability Maturity Table [Text Block] | Future lease payments under non-cancelable leases with terms of greater than one year as of June 30, 2021, were as follows: (in thousands) June 30, 2021 2021 (excluding the 6 months ended June 30, 2021) $ 1,354 2022 2,769 2023 2,848 2024 2,135 2025 1,086 2026 and beyond 1,108 Total lease payments 11,300 Less: imputed interest 1,718 Total operating lease liabilities $ 9,582 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following represents assets and liabilities measured at fair value on a recurring basis by the Company (in thousands): June 30, 2021 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 5,027 $ 5,027 $ — $ — Repurchase agreements 18,500 — 18,500 — 23,527 5,027 18,500 — Liabilities: Warrant Liability 30 — — 30 December 31, 2020 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 10 $ 10 $ — $ — Repurchase agreements - — $ — — $ 10 $ 10 $ - $ — |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The computations of basic and diluted net income (loss) per share attributable to common stockholders are as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net income (loss) attributable to common stockholders (in thousands) $ 21,656 $ (32,701 ) $ 2,967 $ (59,537 ) Denominator: Basic weighted average common shares 57,739,622 51,909,240 57,185,402 51,611,005 Dilutive impact of share-based awards 2,102,017 - 2,461,966 - Diluted weighted-average common shares (1) 59,841,638 51,909,240 59,647,367 51,611,005 Basic net income (loss) per share attributable to common stockholders $ 0.38 $ (0.63 ) $ 0.05 $ (1.15 ) Diluted net income (loss) per share attributable to common stockholders $ 0.36 $ (0.63 ) $ 0.05 $ (1.15 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Financial Information with Respect to Company's Reportable Segments | Presented below is the financial information with respect to the Company’s reportable segments: Three Months Ended June 30, (in thousands) 2021 2020 Revenue: Therapeutics $ 67,887 $ 1,020 Food 918 58 Total segment revenue 68,805 1,078 Segment operational cash expenditures: Therapeutics 21,360 19,117 Food 1,961 1,588 Total segment operational cash expenditures 23,321 20,705 Segment operating income (loss): Therapeutics 46,527 (18,097 ) Food (1,043 ) (1,530 ) Total segment operating income (loss) 45,484 (19,627 ) Adjustments to reconcile segment operating loss to consolidated operating income (loss) Corporate general and administrative cash expenditures (10,447 ) (10,714 ) Interest income received (48 ) (107 ) Non-cash interest expense (19 ) — Depreciation and amortization (2,366 ) (2,203 ) Amortization of right-of-use asset (298 ) (250 ) Share-based compensation (3,896 ) (3,118 ) Adjustments to reconcile cash expenditures to GAAP expenses (6,778 ) 3,211 Total consolidated operating income (loss) $ 21,632 $ (32,808 ) Six Months Ended June 30, (in thousands) 2021 2020 Revenue: Therapeutics $ 83,566 $ 6,493 Food 1,588 1,583 Total segment revenue 85,154 8,076 Segment operational cash expenditures: Therapeutics $ 44,223 $ 38,374 Food 4,253 4,406 Total segment operational cash expenditures 48,476 42,780 Segment operating income (loss): Therapeutics $ 39,343 $ (31,881 ) Food (2,665 ) (2,823 ) Total segment operating income (loss) 36,678 (34,704 ) Adjustments to reconcile segment operating loss to consolidated operating income (loss) Corporate general and administrative cash expenditures $ (18,345 ) $ (16,617 ) Interest income received (101 ) (767 ) Non-cash interest expense (19 ) — Depreciation and amortization (4,542 ) (4,358 ) Amortization of right-of-use asset (588 ) (485 ) Share-based compensation (7,528 ) (6,223 ) Loss on disposal of assets (23 ) — Adjustments to reconcile cash expenditures to GAAP expenses (2,642 ) 2,850 Total consolidated operating income (loss) $ 2,890 $ (60,304 ) |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Date of incorporation | Jan. 26, 2006 |
Revenue recorded included in deferred revenue | $ 74.2 |
Maximum | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Revenue recognition for changes in total estimated time to be incurred in the future to satisfy the performance obligation | $ 62.5 |
Precision PlantSciences, Inc. | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Date of incorporation | Jan. 4, 2012 |
Percentage owned in subsidiary | 100.00% |
Amended date of incorporation | Jan. 16, 2018 |
Amended name of incorporation | Elo Life Systems, Inc |
Elo Life Systems Australia Pty Ltd | Subsidiary Issuer | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Date of incorporation | May 29, 2018 |
Percentage owned in subsidiary | 100.00% |
Precision BioSciences UK Limited | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Date of incorporation | Jun. 17, 2019 |
Percentage owned in subsidiary | 100.00% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | Apr. 01, 2019 |
Stockholders Equity Note [Abstract] | |||
Common and preferred stocks, shares authorized | 210,000,000 | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.000005 | $ 0.000005 | $ 0.000005 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | Mar. 12, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options outstanding | 10,592,467 | 10,592,467 | 10,544,270 | |||
Share based compensation expense | $ 3,896 | $ 3,118 | $ 7,528 | $ 6,223 | ||
Intrinsic value of Stock options exercised | $ 12,800 | 6,700 | ||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross | 1,824,615 | |||||
Unrecognized compensation cost | 44,300 | $ 44,300 | ||||
Weighted-average period for recognition of compensation cost | 2 years 8 months 12 days | |||||
Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross | 825,572 | |||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Fair Value | $ 9,400 | $ 9,400 | ||||
ESPP | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share based compensation expense | $ 200 | $ 200 | ||||
2006 and 2015 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options outstanding | 3,557,824 | 3,557,824 | ||||
Remaining shares available to be granted | 0 | 0 | ||||
2019 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options outstanding | 7,034,643 | 7,034,643 | ||||
Number of shares available for issuance | 4,750,000 | 4,153,915 | 4,153,915 | |||
Number of shares available to be issued | 1,282,440 | 1,282,440 | ||||
Allowed annual percentage increase in shares authorized as percentage of outstanding shares of common stock | 4.00% | |||||
2019 Plan | Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
RSU outstanding | 823,883 | 823,883 | ||||
2019 ESPP | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Remaining shares available to be granted | 525,000 | 1,346,454 | 1,346,454 | |||
Allowed annual percentage increase in shares authorized as percentage of outstanding shares of common stock | 1.00% | |||||
Increase in common stock available for issuance | 1,038,478 | 1,038,478 | ||||
Purchase of common stock through payroll deductions expressed in percentage of fair market value | 85.00% | |||||
Shares issued | 217,024 | |||||
2019 ESPP | ESPP | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Maximum shares allowed to be issued under ESPP | 5,250,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Employee and Nonemployee Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 3,896 | $ 3,118 | $ 7,528 | $ 6,223 |
Employee | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 3,513 | 2,850 | 6,791 | 5,779 |
Nonemployee | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 383 | $ 268 | $ 737 | $ 444 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 3,896 | $ 3,118 | $ 7,528 | $ 6,223 |
Stock Option | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 3,896 | 3,118 | 7,528 | 6,223 |
Research and Development | Stock Option | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 2,271 | 1,953 | 4,353 | 3,808 |
General and Administrative | Stock Option | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 1,625 | $ 1,165 | $ 3,175 | $ 2,415 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Stock Options Valuation Assumptions Using a Black-Scholes Option Pricing Model (Details) - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Estimated dividend yield | 0.00% | 0.00% |
Weighted-average expected stock price volatility | 73.07% | 73.10% |
Weighted-average risk-free interest rate | 1.01% | 0.99% |
Expected life of options (in years) | 6 years 4 months 9 days | 6 years 4 months 9 days |
Weighted-average fair value per option | $ 7.18 | $ 7.24 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Activity of Option Plans (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Outstanding Option Shares, Beginning Balance | shares | 10,544,270 |
Option, Granted | shares | 1,824,615 |
Option, Exercised | shares | (1,443,558) |
Option, Forfeited/canceled | shares | (332,860) |
Outstanding Option Shares, Ending Balance | shares | 10,592,467 |
Weighted-Average Exercise Price Outstanding at Beginning Balance | $ / shares | $ 7.88 |
Weighted-Average Exercise Price, Granted | $ / shares | 11.07 |
Weighted-Average Exercise Price, Exercised | $ / shares | 1.84 |
Weighted-Average Exercise Price, Forfeited/canceled | $ / shares | 10.20 |
Weighted-Average Exercise Price Outstanding at Ending Balance | $ / shares | $ 9.18 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Activity of RSUs (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross | 1,824,615 |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross | 825,572 |
Forfeited | (1,689) |
Unvested RSUs as of June 30, 2021 | 823,883 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | $ 11.34 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 11.34 |
Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares | $ 11.34 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | Apr. 09, 2021 | Jun. 30, 2021 |
Commitments And Contingencies [Line Items] | ||
Contract liabilities | $ 0 | |
Maximum | ||
Commitments And Contingencies [Line Items] | ||
Product development and commercialization period | 10 years | |
Agreement termination notice period | 1 year | |
Research and Development Expense | ||
Commitments And Contingencies [Line Items] | ||
Contract liabilities | $ 10,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Lease Payments under Non- Canceleable Leases (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2021 (excluding the 6 months ended June 30, 2021) | $ 1,354 |
2022 | 2,769 |
2023 | 2,848 |
2024 | 2,135 |
2025 | 1,086 |
2026 and beyond | 1,108 |
Total lease payments | 11,300 |
Less: imputed interest | 1,718 |
Total operating lease liabilities | $ 9,582 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | May 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | |||
Loan discount upon issuance | $ 13 | ||
Elo Loan | |||
Debt Instrument [Line Items] | |||
Basis point added to the prime rate | 1.75% | ||
Interest rate during period | 5.00% | ||
Loan amount | $ 2,500 | ||
Maturity of term loan | Mar. 31, 2022 | ||
Elo Loan | Maximum | |||
Debt Instrument [Line Items] | |||
Loan discount upon issuance | $ 100 | ||
Revolving Credit Facility | Pacific Western Loan Agreement | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 30,000 | ||
Basis point added to the prime rate | 2.75% | ||
Interest rate during period | 6.00% | ||
Maturity of line of credit | Jun. 23, 2023 | ||
Borrowings | $ 0 | ||
Revolving Credit Facility | Pacific Western Loan Agreement | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Required balance of unrestricted cash at bank | $ 10,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 0.00% | |
Unrecognized income tax benefits | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Details) - USD ($) | Mar. 31, 2022 | May 19, 2021 | Jun. 30, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant term | 10 years | ||
Warrant maturity date | May 19, 2031 | ||
Warrant issuance date | May 19, 2021 | ||
Forecast | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Proceeds from issuance of warrants | $ 10,000,000 | ||
Pacific Western Bank | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Proceeds from issuance of warrants | $ 50,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 23,527 | $ 10 |
Repurchase Agreements | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 18,500 | |
Warrant Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 30 | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 5,027 | 10 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 18,500 | |
Level 2 | Repurchase Agreements | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 18,500 | |
Level 3 | Warrant Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 30 | |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 5,027 | 10 |
Money Market Funds | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 5,027 | $ 10 |
Collaboration and License Agr_2
Collaboration and License Agreements - Additional Information (Details) - USD ($) | Apr. 09, 2021 | Jan. 06, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Common stock, shares issued | 60,093,422 | 60,093,422 | 53,503,124 | ||||
Proceeds from at-the-market offering of common stock, net of issuance costs and commissions | $ 9,705,000 | ||||||
Revenue | $ 68,805,000 | $ 1,078,000 | 85,154,000 | $ 8,076,000 | |||
Deferred revenue | 22,221,000 | 22,221,000 | $ 30,236,000 | ||||
Research and development | 37,235,000 | $ 25,183,000 | 62,828,000 | 50,062,000 | |||
Revenue recorded included in deferred revenue | 74,200,000 | ||||||
Eli Lilly And Company | Development and License Agreement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Revenue | 10,700,000 | 0 | |||||
Deferred revenue related to agreement | 97,500,000 | 97,500,000 | 0 | ||||
Eli Lilly And Company | Development and License Agreement | Current Liabilities | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue | 22,200,000 | 22,200,000 | |||||
Servier | Program Purchase Agreement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Consideration | $ 20,000,000 | ||||||
Research and development | 1,250,000 | ||||||
Waiver of milestone payment | $ 18,750,000 | ||||||
Gilead | Collaboration and License Agreement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Upfront cash payment | 0 | ||||||
Revenue | 0 | 3,900,000 | |||||
Deferred revenue | 0 | 0 | 0 | ||||
Development and License Agreement | Eli Lilly And Company | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Upfront cash payment | $ 100,000,000 | ||||||
Milestone payments to be received for additional targets | 420,000,000 | ||||||
Transaction price from the Stock Purchase Agreement | $ 7,300,000 | ||||||
Development and License Agreement | Eli Lilly And Company | Stock Purchase Agreement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Common stock, shares issued | 3,762,190 | ||||||
Proceeds from at-the-market offering of common stock, net of issuance costs and commissions | $ 35,000,000 | ||||||
Upfront Compensation | 135,000,000 | ||||||
Equity upon the issuance of the shares | 27,700,000 | ||||||
Transaction price allocated to the revenue arrangement | $ 107,300,000 | ||||||
Development And Commercial License Agreement | Servier | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue related to agreement | $ 0 | 0 | 82,900,000 | ||||
Revenue recorded included in deferred revenue | $ 72,900,000 | $ 2,600,000 | |||||
Development And Commercial License Agreement | Servier | Current Liabilities | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue | $ 28,900,000 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule Of Basic And Diluted Net Income (Loss) Per Share Attributable To Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||
Net income (loss) attributable to common stockholders (in thousands) | $ 21,656 | $ (18,689) | $ (32,701) | $ (26,836) | $ 2,967 | $ (59,537) |
Basic weighted average common shares | 57,739,622 | 51,909,240 | 57,185,402 | 51,611,005 | ||
Dilutive impact of share-based awards | 2,102,017 | 2,461,966 | ||||
Diluted weighted-average common shares | 59,841,638 | 51,909,240 | 59,647,367 | 51,611,005 | ||
Basic net income (loss) per share attributable to common stockholders | $ 0.38 | $ (0.63) | $ 0.05 | $ (1.15) | ||
Diluted net income (loss) per share attributable to common stockholders | $ 0.36 | $ (0.63) | $ 0.05 | $ (1.15) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||
Share-based awards excluded from the diluted weighted-average common shares | 6,145,438 | 5,832,972 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2021Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Reporting - Financial I
Segment Reporting - Financial Information with Respect to Company's Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 68,805 | $ 1,078 | $ 85,154 | $ 8,076 |
Operating income (loss) | 21,632 | (32,808) | 2,890 | (60,304) |
Adjustments to reconcile segment operating loss to consolidated operating income (loss) | ||||
Interest income received | (48) | (107) | (101) | (767) |
Depreciation and amortization | (4,542) | (4,358) | ||
Amortization of right-of-use asset | (588) | (485) | ||
Share-based compensation | (7,528) | (6,223) | ||
Loss from operations | 21,632 | (32,808) | 2,890 | (60,304) |
Loss on disposal of assets | (23) | |||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 68,805 | 1,078 | 85,154 | 8,076 |
Total segment operational cash expenditures | 23,321 | 20,705 | 48,476 | 42,780 |
Operating income (loss) | 45,484 | (19,627) | 36,678 | (34,704) |
Adjustments to reconcile segment operating loss to consolidated operating income (loss) | ||||
Loss from operations | 45,484 | (19,627) | 36,678 | (34,704) |
Operating Segments | Therapeutics | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 67,887 | 1,020 | 83,566 | 6,493 |
Total segment operational cash expenditures | 21,360 | 19,117 | 44,223 | 38,374 |
Operating income (loss) | 46,527 | (18,097) | 39,343 | (31,881) |
Adjustments to reconcile segment operating loss to consolidated operating income (loss) | ||||
Loss from operations | 46,527 | (18,097) | 39,343 | (31,881) |
Operating Segments | Food | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 918 | 58 | 1,588 | 1,583 |
Total segment operational cash expenditures | 1,961 | 1,588 | 4,253 | 4,406 |
Operating income (loss) | (1,043) | (1,530) | (2,665) | (2,823) |
Adjustments to reconcile segment operating loss to consolidated operating income (loss) | ||||
Loss from operations | (1,043) | (1,530) | (2,665) | (2,823) |
Segment Reconciling Items | ||||
Adjustments to reconcile segment operating loss to consolidated operating income (loss) | ||||
Corporate general and administrative cash expenditures | (10,447) | (10,714) | (18,345) | (16,617) |
Interest income received | (48) | (107) | (101) | (767) |
Non-cash interest expense | (19) | (19) | ||
Depreciation and amortization | (2,366) | (2,203) | (4,542) | (4,358) |
Amortization of right-of-use asset | (298) | (250) | (588) | (485) |
Share-based compensation | (3,896) | (3,118) | (7,528) | (6,223) |
Adjustments to reconcile cash expenditures to GAAP expenses | $ (6,778) | $ 3,211 | (2,642) | $ 2,850 |
Loss on disposal of assets | $ (23) |