Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 24, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | STRO | ||
Entity Registrant Name | SUTRO BIOPHARMA, INC. | ||
Entity Central Index Key | 0001382101 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity File Number | 001-38662 | ||
Entity Tax Identification Number | 47-0926186 | ||
Entity Address, Address Line One | 111 Oyster Point Blvd | ||
Entity Address, City or Town | South San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94080 | ||
City Area Code | 650 | ||
Local Phone Number | 881-6500 | ||
Entity Common Stock, Shares Outstanding | 46,381,212 | ||
Security Exchange Name | NASDAQ | ||
Title of 12(b) Security | Common stock, $0.001 par value | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes | ||
Entity Public Float | $ 849.9 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be filed for its 2022 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Redwood City, California |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 30,414 | $ 206,152 |
Marketable securities | 130,343 | 120,341 |
Investment in equity securities | 37,181 | 41,644 |
Accounts receivable | 12,454 | 5,559 |
Prepaid expenses and other current assets | 8,123 | 4,486 |
Total current assets | 218,515 | 378,182 |
Property and equipment, net | 22,550 | 12,935 |
Operating lease right-of-use assets | 29,041 | |
Marketable securities, non-current | 68,775 | 0 |
Other non-current assets | 1,655 | 2,122 |
Restricted cash | 872 | 872 |
Total assets | 341,408 | 394,111 |
Current liabilities: | ||
Accounts payable | 11,327 | 5,544 |
Accrued compensation | 11,417 | 8,823 |
Deferred revenue—current | 5,496 | 14,603 |
Operating lease liability - current | 1,037 | |
Debt—current | 9,375 | |
Other current liabilities | 3,084 | 627 |
Total current liabilities | 41,736 | 29,597 |
Deferred revenue, non-current | 6,100 | |
Operating lease liability - non-current | 31,224 | |
Deferred rent | 1,340 | |
Debt—non-current | 15,738 | 24,545 |
Other non-current liabilities | 146 | 481 |
Total liabilities | 88,844 | 62,063 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value - 10,000,000 shares authorized as of December 31, 2021 and 2020; 0 shares issued and outstanding as of December 31, 2021 and 2020 | ||
Common stock, $0.001 par value - 300,000,000 shares authorized as of December 31, 2021 and 2020; 46,327,131 and 45,752,116 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 46 | 46 |
Additional paid-in-capital | 586,243 | 559,746 |
Accumulated other comprehensive (loss) income | (314) | 129 |
Accumulated deficit | (333,411) | (227,873) |
Total stockholders’ equity | 252,564 | 332,048 |
Total Liabilities and Stockholders’ Equity | $ 341,408 | $ 394,111 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 46,327,131 | 45,752,116 |
Common stock, shares outstanding | 46,327,131 | 45,752,116 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue (including amounts from related parties of $0, $2,813 and $22,536 during the years ended December 31, 2021, 2020 and 2019, respectively) | $ 61,880 | $ 42,722 | $ 42,736 |
Operating expenses | |||
Research and development | 104,400 | 76,961 | 65,612 |
General and administrative | 56,004 | 36,818 | 32,592 |
Total operating expenses | 160,404 | 113,779 | 98,204 |
Loss from operations | (98,524) | (71,057) | (55,468) |
Interest income | 577 | 1,508 | 4,074 |
Unrealized (loss) gain on equity securities | (4,454) | 41,498 | |
Interest and other expense, net | (3,137) | (4,077) | (4,350) |
Net loss | $ (105,538) | $ (32,128) | $ (55,744) |
Net loss per share, basic and diluted | $ (2.29) | $ (0.99) | $ (2.43) |
Weighted-average shares used in computing basic and diluted net loss per share | 46,119,089 | 32,573,469 | 22,958,577 |
Statements of Operations (Paren
Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue from related parties | $ 0 | $ 2,813 | $ 22,536 |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (105,538) | $ (32,128) | $ (55,744) |
Other comprehensive (loss) income: | |||
Unrealized (loss) gain on available-for-sale securities | (443) | (36) | 212 |
Comprehensive loss | $ (105,981) | $ (32,164) | $ (55,532) |
Statements of Stockholders Equi
Statements of Stockholders Equity - USD ($) $ in Thousands | Total | Adoption of Accounting Standards Update (ASU) 2014-09 | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Accumulated DeficitAdoption of Accounting Standards Update (ASU) 2014-09 |
Balances at Dec. 31, 2018 | $ 131,539 | $ 10,327 | $ 23 | $ 281,891 | $ (47) | $ (150,328) | $ 10,327 |
Common Stock Balance, Shares at Dec. 31, 2018 | 22,848,184 | ||||||
Exercise of common stock options | 180 | 180 | |||||
Exercise of common stock options, Shares | 35,204 | ||||||
Issuance of common stock under Employee Stock Purchase Plan | 1,260 | 1,260 | |||||
Issuance of common stock under Employee Stock Purchase Plan, Shares | 131,939 | ||||||
Vesting of restricted stock units | 114,103 | ||||||
Stock transaction associated with taxes withheld on restricted stock units | (297) | (297) | |||||
Stock transaction associated with taxes withheld on restricted stock units,Shares | (30,461) | ||||||
Stock-based compensation expense | 10,312 | 10,312 | |||||
Net unrealized gain / (loss) on available-for-sale securities | 212 | 212 | |||||
Net loss | (55,744) | (55,744) | |||||
Balances at Dec. 31, 2019 | 97,789 | $ 23 | 293,346 | 165 | (195,745) | ||
Common Stock Balance, Shares at Dec. 31, 2019 | 23,098,969 | ||||||
Exercise of common stock options | $ 1,861 | 1,861 | |||||
Exercise of common stock options, Shares | 257,834 | 171,354 | |||||
Issuance of common stock under Employee Stock Purchase Plan | $ 1,285 | 1,285 | |||||
Issuance of common stock under Employee Stock Purchase Plan, Shares | 195,992 | ||||||
Vesting of restricted stock units | 151,976 | ||||||
Stock transaction associated with taxes withheld on restricted stock units | (314) | (314) | |||||
Stock transaction associated with taxes withheld on restricted stock units,Shares | (30,461) | ||||||
Stock-based compensation expense | 11,917 | 11,917 | |||||
Issuance of common stock warrants in connection with debt refinancing | 619 | 619 | |||||
Issuance of common stock in connection with public offering, net of issuance costs | 227,252 | $ 20 | 227,232 | ||||
Issuance of common stock in connection with public offering, net of issuance costs, Shares | 19,550,000 | ||||||
Issuance of common stock in connection with At-The-Market sale, net of issuance costs | 23,803 | $ 3 | 23,800 | ||||
Issuance of common stock in connection with At-The-Market sale, net of issuance costs, Shares | 2,614,286 | ||||||
Net unrealized gain / (loss) on available-for-sale securities | (36) | (36) | |||||
Net loss | (32,128) | (32,128) | |||||
Balances at Dec. 31, 2020 | $ 332,048 | $ 46 | 559,746 | 129 | (227,873) | ||
Common Stock Balance, Shares at Dec. 31, 2020 | 45,752,116 | ||||||
Exercise of common stock options, Shares | 262,279 | ||||||
Exercise of common stock options and common stock warrants for cash | $ 2,485 | 2,485 | |||||
Exercise of common stock options and common stock warrants for cash, Shares | 246,678 | ||||||
Return and retirement of common stocks | (7) | (7) | |||||
Return and retirement of common stocks, shares | (7,687) | ||||||
Issuance of common stock under Employee Stock Purchase Plan | 1,765 | 1,765 | |||||
Issuance of common stock under Employee Stock Purchase Plan, Shares | 145,809 | ||||||
Vesting of restricted stock units | 238,724 | ||||||
Stock transaction associated with taxes withheld on restricted stock units | (987) | (987) | |||||
Stock transaction associated with taxes withheld on restricted stock units,Shares | (48,509) | ||||||
Stock-based compensation expense | 23,241 | 23,241 | |||||
Net unrealized gain / (loss) on available-for-sale securities | (443) | (443) | |||||
Net loss | (105,538) | (105,538) | |||||
Balances at Dec. 31, 2021 | $ 252,564 | $ 46 | $ 586,243 | $ (314) | $ (333,411) | ||
Common Stock Balance, Shares at Dec. 31, 2021 | 46,327,131 |
Statements of Stockholders Eq_2
Statements of Stockholders Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Common stock, issuance costs | $ 15,686 |
ATM | |
Common stock, issuance costs | $ 777 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net loss | $ (105,538) | $ (32,128) | $ (55,744) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 4,844 | 4,297 | 4,777 |
Amortization of premium (accretion of discount) on marketable securities | 2,781 | 490 | (1,457) |
Stock-based compensation | 23,241 | 11,917 | 10,312 |
Noncash lease expenses | 4,929 | ||
Unrealized loss (gain) on equity securities | 4,454 | (41,498) | |
Remeasurement of liability awards | (12) | 19 | (115) |
Other | 1,242 | 587 | 468 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (6,895) | 739 | (3,809) |
Prepaid expenses and other assets | (3,959) | (80) | (1,441) |
Accounts payable | 6,433 | (947) | 2,253 |
Accrued compensation | 2,594 | 2,806 | (200) |
Other liabilities | 2,141 | 22 | 186 |
Deferred rent | 931 | (67) | |
Deferred revenue | (15,207) | (14,957) | (20,186) |
Change in operating lease liability | (2,727) | ||
Net cash used in operating activities | (81,679) | (67,802) | (65,023) |
Investing activities | |||
Purchases of marketable securities | (248,727) | (130,741) | (196,226) |
Maturities of marketable securities | 148,250 | 116,385 | 128,576 |
Sales of marketable securities | 18,476 | 22,000 | 20,000 |
Purchases of equipment and leasehold improvements | (15,323) | (7,129) | (3,481) |
Proceeds from exercise of options for Vaxcyte shares | 9 | 89 | |
Net cash (used in) provided by investing activities | (97,315) | 604 | (51,131) |
Financing activities | |||
Proceeds from sales of common stock, net of issuance costs | 251,415 | (327) | |
Proceeds from debt refinancing | 25,000 | ||
Payments of debt | (10,000) | (5,000) | |
Proceed from exercise of common stock options | 2,485 | 1,861 | 180 |
Taxes paid related to net share settlement of restricted stock units | (987) | (314) | (297) |
Return and retirement of common stock | (7) | ||
Proceeds from employee stock purchase plan | 1,765 | 1,285 | 1,260 |
Net cash provided by (used in) financing activities | 3,256 | 269,247 | (4,184) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (175,738) | 202,049 | (120,338) |
Cash, cash equivalents and restricted cash at beginning of year | 207,024 | 4,975 | 125,313 |
Cash, cash equivalents and restricted cash at end of year | 31,286 | 207,024 | 4,975 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 2,046 | 1,675 | 1,049 |
Income tax paid | 103 | ||
Supplemental Disclosures of Non-cash Investing and Financing Information | |||
Purchase of property and equipment included in accounts payable | 370 | 546 | 270 |
Remeasurement of operating lease right-of-use assets for lease modification | 4,227 | ||
Offering costs included in accounts payable | 361 | ||
Embedded interest associated with program fees | $ 610 | 1,852 | $ 3,144 |
Warrants issued to lenders | $ 619 |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Organization and Principal Activities | 1.Organization and Principal Activities Description of Business Sutro Biopharma, Inc. (the “Company”) is a clinical stage drug discovery, development and manufacturing company focused on leveraging its integrated cell-free protein synthesis and site-specific conjugation platform, XpressCF ® , to create a broad variety of optimally designed, next-generation protein therapeutics, initially for cancer. The Company was incorporated on April 21, 2003 , and is headquartered in South San Francisco , California . The Company operates in one business segment, the development of biopharmaceutical products. Liquidity The Company has incurred significant losses and has negative cash flows from operations. As of December 31, 2021, there was an accumulated deficit of $ 333.4 million. Management expects to continue to incur additional substantial losses in the foreseeable future as a result of the Company’s research and development and other operational activities. As of December 31, 2021, the Company had unrestricted cash, cash equivalents and marketable securities of $ 229.5 million, which is available to fund future operations. The Company will need to raise additional capital to support the completion of its research and development activities and to support its operations. The Company believes that its unrestricted cash, cash equivalents and marketable securities as of December 31, 2021 will enable the Company to maintain its operations for a period of at least 12 months following the filing date of these financial statements. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates on historical experience and market-specific or other relevant assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses and income reported for each of the periods presented are affected by estimates and assumptions, which are used for, but are not limited to, determining research and development periods under collaboration arrangements, stock-based compensation expense, valuation of marketable securities, impairment of long-lived assets, income taxes and certain accrued liabilities. Actual results could differ from such estimates or assumptions. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including revenue, expenses, manufacturing, clinical trials, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it, as well as the economic impact on local, regional, national and international customers, suppliers, service providers and markets. The Company has made estimates of the impact of COVID-19 within its financial statements and there may be changes to those estimates in future periods. Actual results could differ from such estimates or assumptions. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2016-13 (Topic 326), Financial Instruments Credit Losses. The guidance modifies the measurement and recognition of credit losses for most financial assets and certain other instruments. The amendment updates the guidance for measuring and recording credit losses on financial assets measured at amortized cost by replacing the “incurred loss” model with an “expected loss” model. The Company adopted ASU 2016-13 in the third quarter of 2021 using the modified retrospective adoption approach. As a result of this adoption, the Company presents these financial assets, which include accounts receivable and available-for-sale debt securities, at the net amount the Company expects to collect. The amendment also requires the Company to record credit losses related to available-for-sale debt securities as an allowance through net income rather than reducing the carrying amount under the historical, other-than-temporary-impairment model. The adoption of ASU 2016-13 did no t have a material impact on the Company’s financial statements and related disclosures for the year ended December 31, 2021. In February 2016, the FASB issued ASU 2016-02 (Topic 842), Leases (Accounting Standards Codification, or “ASC”, 842). ASC 842 supersedes the lease recognition requirements in ASC 840, Leases. ASC 842 clarifies the definition of a lease and requires lessees to recognize right-of-use assets and lease liabilities for all leases, including those classified as operating leases under previous lease accounting guidance. The Company adopted ASC 842 on July 1, 2021 , effective as of January 1, 2021. There was no impact on the Company’s accumulated deficit as of January 1, 2021 as a result of the adoption of this standard. Results for the period ended December 31, 2021 are presented under Topic 842. Other prior period amounts are not adjusted and continue to be reported in accordance with the Company's historic accounting under previous lease guidance, ASC Topic 840: Leases (“Topic 840”). The Company elected the package of practical expedients permitted under the transition guidance of the new standard, which allowed the Company to carry forward its historical assessment on whether a contract is or contains a lease, lease classification, and initial direct costs. Upon adoption on January 1, 2021, the Company recognized operating lease right-of-use (“ROU”) assets of $ 29.7 million, and current and non-current operating lease liabilities of $ 2.9 million and $ 27.8 million, respectively. In connection with the adoption of this standard, deferred rent of $ 1.3 million and prepaid rent of $ 0.3 million, which was previously recorded in prepaid expenses and other current assets on the balance sheet as of December 31, 2020, were derecognized. Finance lease assets and liabilities were not material. The adoption of ASC 842 did not have a material impact on the Company’s Statements of Operations and Statements of Cash flows. Recent Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, which provides optional expedients and exceptions for a limited period of time to ease the potential burden in accounting treatments related to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. Adoption of the expedients and exceptions is elective and is permitted upon issuance of the guidance through December 31, 2022. The Company does not expect that the new guidance will have material impact on its financial position, results of operations and cash flows. Cash, Cash Equivalents, Marketable Securities and Restricted Cash The Company considers all highly liquid investments with original maturities of 90 days or less from the date of purchase to be cash equivalents. Investments with original maturities of greater than 90 days from the date of purchase but less than one year from the balance sheet date, or where the Company's intent is to use the investments to fund current operations or to make them available for current operations are classified as current, while investments with maturities in one year or beyond one year from the balance sheet date are classified as long-term investments. Available-for-sale marketable securities are carried at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss). Realized gains and losses are included in interest income in the Company’s Statements of Operations. There were no material realized gains or losses in the periods presented. The cost of securities sold is based on the specific-identification method. The Company evaluates, on a quarterly basis, its marketable securities for potential impairment. For marketable securities in an unrealized loss position, the Company assesses whether such declines are due to credit loss based on factors such as changes to the rating of the security by a ratings agency, market conditions and supportable forecasts of economic and market conditions, among others. If a credit loss exists, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any marketable security before recovery of its amortized cost basis. If either condition is met, the security’s amortized cost basis is written down to fair value and is recognized through interest and other expense, net. If neither condition is met, declines as a result of credit losses, if any, are recognized as an allowance for credit loss, limited to the amount of unrealized loss, through interest and other expense, net. Any portion of unrealized loss that is not a result of a credit loss, is recognized in other comprehensive income (loss). The Company invests in money market funds, commercial paper, corporate debt securities, asset-based securities and U.S. government agency securities with high credit ratings. The Company has established guidelines regarding diversification of its investments and their maturities, with the objectives of maintaining safety and liquidity while maximizing yield. Under certain agreements, the Company has pledged cash and cash equivalents as collateral. Restricted cash related to such agreements was $ 0.9 million and $ 0.9 million, respectively, as of December 31, 2021 and 2020. A reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s Balance Sheets to the amount reported within the accompanying Statements of Cash Flows was as follows: December 31, 2021 2020 2019 (in thousands) Cash and cash equivalents $ 30,414 $ 206,152 $ 4,960 Restricted cash 872 872 15 Total cash, cash equivalents and restricted $ 31,286 $ 207,024 $ 4,975 Concentrations of Credit Risk Cash and cash equivalents and marketable securities consist of financial instruments that potentially subject the Company to a concentration of credit risk, to the extent of the amounts recorded on the balance sheets. The Company minimizes the amount of credit exposure by investing cash that is not required for immediate operating needs in money market funds, government obligations and/or commercial paper with short maturities. The Company performs a regular review of its collaborators’ credit risk and payment histories when circumstances warrant, including payments made subsequent to year-end. When appropriate, the Company provides for an allowance for credit risks by reserving for specifically identified doubtful accounts, although historically the Company has not experienced credit losses from its accounts receivable . Investments in Equity Securities Subsequent to the closing of the initial public offering (“IPO”) of Vaxcyte, Inc. in June 2020, the fair value of Vaxcyte’s common stock became readily determinable. As a result, beginning June 2020, Vaxcyte common stock held by the Company is measured at fair value at each reporting period based on the closing price of Vaxcyte’s common stock on the last trading day of each reporting period, with any unrealized gains and losses recorded in the Company’s statements of operations. Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the respective assets, generally three to five years . Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the lease. Maintenance and repairs are charged to expense as incurred and costs of improvement are capitalized. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, leasehold improvements and right-of-use assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when the estimated, undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. The Company did no t recognize any impairment charges during the years ended December 31, 2021, 2020 and 2019. As of December 31, 2021 and 2020, management believes that no revision to the remaining useful lives or write down of the remaining long-lived assets is required. Leases The Company determines if an arrangement is or contains a lease at contract inception by assessing whether the arrangement contains an identified asset and whether the lessee has the right to control such asset. The Company is required to classify leases as either finance or operating leases and to record a ROU asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. The Company determines the initial classification and measurement of its ROU assets and lease liabilities at the lease commencement date and thereafter, if modified. The Company does not have material finance leases. For leases with a term greater than 12 months, the Company records the related ROU asset and lease liability at the present value of lease payments over the term of the lease. The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to extend or terminate the lease that the Company is reasonably certain to exercise. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of 12 months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. The Company has also elected to not separate lease and non-lease components for its leases and, as a result, accounts for lease and non-lease components as one component. The Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company estimates its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company determines its incremental borrowing rate based on the rate of interest that the Company would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Lease payments may be fixed or variable; however, only fixed payments are included in the Company’s lease liability calculation. Lease costs for the Company’s operating leases are recognized on a straight-line basis within operating expenses over the lease term. The Company’s lease agreements may contain variable non-lease components such as common area maintenance, operating expenses or other costs, which are expensed as incurred. Revenue Recognition On January 1, 2019 , the Company adopted Accounting Standards Update (ASU) No. 2014-09 (Topic 606), Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that 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. When the Company enters into collaboration agreements, it assesses whether the arrangements fall within the scope of ASC 808, Collaborative Arrangements (ASC 808) based on whether the arrangements involve joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards. To the extent that the arrangement falls within the scope of ASC 808, the Company assesses whether the payments between the Company and its collaboration partner fall within the scope of other accounting literature. If it concludes that payments from the collaboration partner to the Company represent consideration from a customer, such as license fees and contract research and development activities, the Company accounts for those payments within the scope of ASC 606, Revenue from Contracts with Customers. However, if the Company concludes that its collaboration partner is not a customer for certain activities and associated payments, such as for certain collaborative research, development, manufacturing and commercial activities, the Company presents such payments as a reduction of research and development expense or general and administrative expense, based on where the Company presents the underlying expense. The Company has no products approved for commercial sale and has not generated any revenue from commercial product sales. The total revenue to date has been generated principally from collaboration and license agreements and to a lesser extent, from manufacturing, supply and services and materials the Company provides to its collaboration partners. Collaboration Revenue The Company derives revenue from collaboration arrangements, under which the Company may grant licenses to its collaboration partners to further develop and commercialize its proprietary product candidates. The Company may also perform research and development activities under the collaboration agreements. Consideration under these contracts generally includes a nonrefundable upfront payment, development, regulatory and commercial milestones and other contingent payments, and royalties based on net sales of approved products. Additionally, the collaborations may provide options for the customer to acquire from the Company materials and reagents, clinical product supply or additional research and development services under separate agreements. The Company assesses which activities in the collaboration agreements are considered distinct performance obligations that should be accounted for separately. The Company develops assumptions that require judgement to determine whether the license to the Company’s intellectual property is distinct from the research and development services or participation in activities under the collaboration agreements. At the inception of each agreement, the Company determines the arrangement transaction price, which includes variable consideration, based on the assessment of the probability of achievement of future milestones and contingent payments and other potential consideration. The Company recognizes revenue over time by measuring its progress towards the complete satisfaction of the relevant performance obligation using an appropriate input or output method based on the nature of the service promised to the customer. For arrangements that include multiple performance obligations, the Company allocates the transaction price to the identified performance obligations based on the standalone selling price, or SSP, of each distinct performance obligation. In instances where SSP is not directly observable, the Company develops assumptions that require judgment to determine the SSP for each performance obligation identified in the contract. These key assumptions may include FTE, personnel effort, estimated costs, discount rates and probabilities of clinical development and regulatory success. Upfront Payments : For collaboration arrangements that include a nonrefundable upfront payment, if the license fee and research and development services cannot be accounted for as separate performance obligations, the transaction price is deferred and recognized as revenue over the expected period of performance using a cost-based input methodology. The Company uses judgement to assess the pattern of delivery of the performance obligation. In addition, amounts paid in advance of services being rendered may result in an associated financing component to the upfront payment. Accordingly, the interest on such borrowing cost component will be recorded as interest expense and revenue, based on an appropriate borrowing rate applied to the value of services to be performed by the Company over the estimated service performance period. License Grants: For collaboration arrangements that include a grant of a license to the Company’s intellectual property, the Company considers whether the license grant is distinct from the other performance obligations included in the arrangement. For licenses that are distinct, the Company recognizes revenues from nonrefundable, upfront payments and other consideration allocated to the license when the license term has begun and the Company has provided all necessary information regarding the underlying intellectual property to the customer, which generally occurs at or near the inception of the arrangement. Milestone and Contingent Payments : At the inception of the arrangement and at each reporting date thereafter, the Company assesses whether it should include any milestone and contingent payments or other forms of variable consideration in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur upon resolution of the uncertainty, the associated milestone value is included in the transaction price. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of each such milestone and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Since milestone and contingent payments may become payable to the Company upon the initiation of a clinical study or filing for or receipt of regulatory approval, the Company reviews the relevant facts and circumstances to determine when the Company should update the transaction price, which may occur before the triggering event. When the Company updates the transaction price for milestone and contingent payments, the Company allocates the changes in the total transaction price to each performance obligation in the agreement on the same basis as the initial allocation. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment, which may result in recognizing revenue for previously satisfied performance obligations in such period. The Company’s collaborators generally pay milestones and contingent payments subsequent to achievement of the triggering event. Research and Development Services : For amounts allocated to the Company’s research and development obligations in a collaboration arrangement, the Company recognizes revenue over time using a cost-based input methodology, representing the transfer of goods or services as activities are performed over the term of the agreement. Materials Supply: The Company provides materials and reagents, clinical materials and services to certain of its collaborators under separate agreements. The consideration for such services is generally based on FTE personnel effort used to manufacture those materials reimbursed at an agreed upon rate in addition to agreed-upon pricing for the provided materials. The amounts billed are recognized as revenue as the performance obligations are met by the Company. Stock-Based Compensation The Company maintains a stock-based compensation plan as a long-term incentive for employees, consultants, and members of the Company’s Board of Directors. The plan allows for the issuance of restricted stock units, non-statutory and incentive stock options to employees and non-statutory stock options (“NSOs”) to nonemployees. The Company also maintains an employee stock purchase plan. Share-based payments, including purchases under the Company’s employee stock purchase plan, are measured using fair-value-based measurements and recognized as compensation expense over the service period in which the awards are expected to vest. The Company’s fair-value-based measurements of awards to employees and directors as of the grant date utilize the single-option award-valuation approach, and the Company uses the straight-line method for expense attribution. The fair-value-based measurements of options granted to nonemployees are remeasured at each period end until the options vest and are amortized to expense as earned. The Company accounts for forfeitures of stock-based awards as they occur. The valuation model used for calculating the estimated fair value of stock awards is the Black-Scholes option-pricing model. The Black-Scholes model requires the Company to make assumptions and judgments about the variables used in the calculations, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility of the Company’s common stock, the related risk-free interest rate and the expected dividends. Research and Development The Company records accrued expenses for estimated costs of the research and development activities conducted by third party service providers, which include outsourced research and development expenses, professional services and contract manufacturing activities. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced, and includes these costs in current liabilities in the balance sheets and within research and development expense in the statements of operations. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized and recognized as an expense as the goods are delivered or the related services are performed. For outsourced research and development expenses, such as professional fees payable to third parties for preclinical studies, clinical trials and research services and other consulting costs, the Company estimates the expenses based on the services performed, pursuant to contracts with research institutions that conduct and manage preclinical studies, clinical trials and research services on the Company’s behalf. The Company estimates these expenses based on discussions with internal management personnel and external service providers as to the progress or stage of completion of services and the contracted fees to be paid for such services. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to third parties under these arrangements in advance of the performance of the related services by the third parties are recorded as prepaid expenses until the services are rendered. Income Taxes The Company provides for income taxes under the asset and liability method. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards, and are measured using the enacted tax rates and laws that will be in effect when such items are expected to reverse. Deferred income tax assets are reduced, as necessary, by a valuation allowance when management determines it is more likely than not that some or all of the tax benefits will not be realized. The Company accounts for uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) 740-10, Accounting for Uncertainty in Income Taxes . The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. The Company includes any penalties and interest expense related to income taxes as a component of Interest and other income (expense), net, as necessary. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date, and establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. The Company determined the fair value of financial assets and liabilities using the fair value hierarchy that describes three levels of inputs that may be used to measure fair value, as follows: Level 1—Quoted prices in active markets for identical assets and liabilities; Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of accounts receivable, prepaid expenses, accounts payable, accrued liabilities and accrued compensation and benefits approximate fair value due to the short-term nature of these items. The fair value of the Company’s outstanding loan (See Note 7) is estimated using the net present value of the payments, discounted at an interest rate that is consistent with market interest rate, which is a Level 2 input. The estimated fair value of the Company’s outstanding loan approximates the carrying amount, as the loan bears a floating rate that approximates the market interest rate. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares. Basic net loss per share is the same as diluted net loss per share as the inclusion of all potentially dilutive securities would have been anti-dilutive given the net loss of the Company. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy: December 31, 2021 Total Level 1 Level 2 Level 3 (in thousands) Assets: Money market funds $ 29,451 $ 29,451 $ - $ - Commercial paper 22,580 - 22,580 - Corporate debt securities 74,861 - 74,861 - Equity securities 37,181 37,181 - - Asset-backed securities 32,957 - 32,957 - U.S. government securities 47,420 47,420 - - Supranational debt securities 21,300 - 21,300 - Total $ 265,750 $ 114,052 $ 151,698 $ - December 31, 2020 Total Level 1 Level 2 Level 3 (in thousands) Assets: Money market funds $ 204,632 $ 204,632 $ - $ - Commercial paper 42,208 - 42,208 - Corporate debt securities 25,716 - 25,716 - Equity securities 41,644 41,644 - - Asset-backed securities 12,632 - 12,632 - U.S. government securities 39,785 39,785 - - Total $ 366,617 $ 286,061 $ 80,556 $ - Where applicable, the Company uses quoted market prices in active markets for identical assets to determine fair value. This pricing methodology applies to Level 1 investments, which are comprised of money market funds, U.S. government securities and the shares of Vaxcyte common stock held by the Company. If quoted prices in active markets for identical assets are not available, then the Company uses quoted prices for similar assets or inputs other than quoted prices that are observable, either directly or indirectly. These investments are included in Level 2 and consist of commercial paper, corporate debt securities, asset-backed securities and supranational debt securities. These assets are valued using market prices when available, adjusting for accretion of the purchase price to face value at maturity. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. In certain cases where there is limited activity or less transparency around inputs to valuation, securities are classified as Level 3 within the valuation hierarchy. As of December 31, 2021 and 2020, the Company did no t hold any securities that were classified as Level 3 within the valuation hierarchy. Investments in Equity Securities Subsequent to the closing of the initial public offering (“IPO”) of Vaxcyte in June 2020, the fair value of Vaxcyte’s common stock became readily determinable. As a result, beginning June 2020, Vaxcyte common stock held by the Company is measured at fair value at each reporting period based on the closing price of Vaxcyte’s common stock on the last trading day of each reporting period, with any unrealized gains and losses recorded in the Company’s statements of operations. As of December 31, 2021 and 2020, the Company held 1,562,879 and 1,567,324 shares, respectively, of Vaxcyte common stock with an estimated fair value of $ 37.2 million and $ 41.6 million, respectively. The Company recognized an unrealized (loss) gain of ($ 4.5 ) million and $ 41.5 million for the year ended December 31, 2021 and 2020, respectively, which resulted from the change in estimated fair value of Vaxcyte common stock, adjusted by a $ 9,000 and $ 146,000 payment received for call option exercises and a revaluation of a prior preferred stock warrant converted to common stock for the year ended December 31, 2021 and 2020, respectively. |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents and Marketable Securities | 4. Cash Equivalents and Marketable Securities Cash equivalents and marketable securities consisted of the following: December 31, 2021 Amortized Unrealized Unrealized Fair (in thousands) Money market funds $ 29,451 $ - $ - $ 29,451 Commercial paper 22,580 - - 22,580 Corporate debt securities 75,012 - ( 151 ) 74,861 Asset-based securities 32,975 - ( 18 ) 32,957 U.S. government securities 47,504 - ( 84 ) 47,420 Supranational debt securities 21,361 - ( 61 ) 21,300 Total 228,883 - ( 314 ) 228,569 Less amounts classified as cash equivalents ( 29,451 ) - - ( 29,451 ) Total marketable securities $ 199,432 $ - $ ( 314 ) $ 199,118 December 31, 2020 Amortized Unrealized Unrealized Fair (in thousands) Money market funds $ 204,632 $ - $ - $ 204,632 Commercial paper 42,208 - - 42,208 Corporate debt securities 25,669 48 ( 1 ) 25,716 Asset-based securities 12,593 39 - 12,632 U.S. government securities 39,743 44 ( 2 ) 39,785 Total 324,845 131 ( 3 ) 324,973 Less amounts classified as cash equivalents ( 204,632 ) - - ( 204,632 ) Total marketable securities $ 120,213 $ 131 $ ( 3 ) $ 120,341 As of December 31, 2021 and 2020, $ 68.8 million and zero , respectively, of marketable securities had maturities of more than one year and are classified as long-term assets. There were $ 176.5 million and $ 14.7 million of investments in an unrealized loss position of $ 0.3 million and $ 3,000 as of December 31, 2021 and 2020, respectively . During the years ended December 31, 2021, 2020 and 2019, the Company did no t record any other-than-temporary impairment charges on its available-for-sale securities. Based on the Company’s procedures under the expected credit loss model, including an assessment of unrealized gains on the portfolio after December 31, 2021, the Company concluded that the unrealized losses for its marketable securities were not attributable to credit and therefore an allowance for credit losses for these securities has not been recorded as of December 31, 2021. Also, based on the scheduled maturities of the investments, the Company was more likely than not to hold these investments for a period of time sufficient for a recovery of the Company’s cost basis. The Company recognized no material gains or losses on its cash equivalents and current and non-current marketable securities as of December 31, 2021 and as a result, the Company did not reclassify any amounts out of accumulated other comprehensive income for the year then ended. |
Collaboration and License Agree
Collaboration and License Agreements and Supply Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Collaboration And License Agreements And Supply Agreements [Abstract] | |
Collaboration and License Agreements and Supply Agreements | 5. Collaboration and License Agreements and Supply Agreements The Company has entered into collaboration and license agreements and supply agreements with various pharmaceutical and biotechnology companies. The Company analyzes its agreements to determine whether it should account for the agreements within the scope of ASC 808, and, if so, it analyzes whether it should account for any elements under ASC 606. The Company’s accounts receivable balances may contain billed and unbilled amounts from upfront payments, milestones and other contingent payments, as well as reimbursable costs from collaboration and license agreements and supply agreements. The Company has not experienced credit loss from its accounts receivable and, therefore, has no t recorded a reserve for estimated credit losses as of December 31, 2021. In accordance with its agreements, the Company recognized revenue as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Bristol-Myers Squibb Company ("BMS") (1) $ 11,483 $ 11,407 $ 11,321 Merck Sharp & Dohme Corporation ("Merck") (2) 42,780 26,075 21,458 Merck KGaA, Darmstadt, Germany (operating in the United 4,576 5,042 8,879 Vaxcyte (3) 3,041 198 1,078 Total revenue $ 61,880 $ 42,722 $ 42,736 (1) In January 2019, BMS announced the entry into a definitive agreement to acquire Celgene and the transaction was completed in November 2019. (2) Merck was a related party until the closing of the Company's public offering on May 14, 2020. (3) Vaxcyte was a related party until the closing of its initial public offering on June 16, 2020. The following table presents the changes in the Company’s deferred revenue balance from its agreements during the year ended December 31, 2021: Year ended December 31, 2021 (in thousands) Deferred revenue—December 31, 2020 $ 20,703 Additions to deferred revenue 23,402 Recognition of revenue in current period ( 38,609 ) Deferred revenue—December 31, 2021 $ 5,496 The Company’s balance of deferred revenue contains a license option payment and the transaction price from collaboration agreements allocated to performance obligations which are partially unsatisfied. The Company expects to recognize approximately $ 5.5 million of the deferred revenue over the next twelve months . There have been no material changes to the Company’s agreements during the year ended December 31, 2021, except as described below. Collaboration with BMS BMS Agreement In November 2019, BMS acquired Celgene, and Celgene became a wholly owned subsidiary of BMS. In connection with such acquisition, BMS assumed the rights and obligations of the 2014 Celgene Agreement, 2017 Celgene Agreement and 2018 Celgene Master Services Agreement. Throughout this Annual Report, the Company refers to Celgene as BMS and the Company's agreements with Celgene as the BMS Agreement and the 2018 BMS Master Services Agreement. In September 2014, the Company signed a Collaboration and License Agreement (the “BMS Agreement”) with BMS to discover and develop bispecific antibodies and/or antibody-drug conjugates (“ADCs”), focused primarily on the field of immuno-oncology, using the Company’s proprietary integrated cell-free protein synthesis platform, XpressCF ® . In August 2017, the Company entered into an amended and restated collaboration and license agreement with BMS to refocus the collaboration on four programs that were advancing through preclinical development, including an ADC program targeting B cell maturation antigen (“BCMA ADC”). In May 2019, the U.S. Food and Drug Administration cleared the investigational new drug (“IND”) application for the BCMA ADC, which was discovered and is being manufactured by the Company and is the first collaboration program IND. BMS has worldwide development and commercialization rights with respect to the BCMA ADC. The Company will continue to be responsible for clinical supply manufacturing and certain development services for the BCMA ADC and is eligible to receive from BMS aggregate development and regulatory contingent payments of up to $ 275.0 million, if approved in multiple indications, and tiered royalties ranging from mid to high single digit percentages on worldwide sales of any resulting commercial products. As of December 31, 2021 and 2020, there was no balance of deferred revenue related to payments received by the Company under the BMS Agreement. 2018 BMS Master Services Agreement In March 2018, the Company entered into a Master Development and Clinical Manufacturing Services Agreement (the “2018 BMS Master Services Agreement”) with BMS, wherein BMS requested the Company to provide development, manufacturing and supply chain management services, including clinical product supply. As of December 31, 2021 and 2020, there was $ 0.6 million and $ 1.2 million, respectively, of deferred revenue under the 2018 BMS Master Services Agreement. Revenues under the BMS Agreement and the 2018 BMS Master Services Agreement were as follows: Year ended December 31, 2021 2020 2019 (in thousands) Ongoing performance related to $ – $ 2,974 $ 3,936 Research and development services 940 646 571 Materials supply 10,543 7,787 6,814 Total revenue $ 11,483 $ 11,407 $ 11,321 Collaboration with Merck 2018 Merck Agreement In July 2018, the Company entered into an agreement (the “2018 Merck Agreement”) with Me rck for access to the Company’s technology and the identification and preclinical research and development of two target programs, with an option for Merck to engage the Company to continue these activities for a third program, upon the payment of an additional amount, focusing on cytokine derivatives for cancer and autoi mmune disorders with an initial transaction price of $ 60.0 million. The option to expand activities to a third program expired in January 2021. Under ASC 606, the Company determined there was a financing component associated with the $ 60.0 million upfront payment and has calculated total interest expense of $ 7.3 million as of December 31, 2021, on the unearned revenue portion beyond one year from the effective date of the agreement, which amount was recognized as interest expense and revenue over the service period for the first and second target programs. In March 2020, Merck exercised its option to extend the research term of the collaboration’s first cytokine-derivative program by one year , which, pursuant to the terms of the 2018 Merck Agreement, triggered a payment of $ 5.0 million. The $ 5.0 million was, in prior periods, considered to be a fully constrained variable consideration. Removal of the constraint on this variable consideration resulted in a change to the total transaction price, from $ 60.0 million to $ 65.0 million. The Company allocated the updated transaction price to all identified performance obligations on the same basis as the initial allocation upon inception of the 2018 Merck Agreement, with any adjustments recorded as a cumulative catch-up in the current period. In the second quarter of 2021, the Company earned a $ 15.0 million contingent payment for the initiation by Merck of the first IND-enabling toxicology study under the first cytokine-derivative program in the collaboration. The $ 15.0 million was, in prior periods, considered to be a fully constrained variable consideration. Removal of the constraint on this variable consideration resulted in a change to the total transaction price, from $ 65.0 million to $ 80.0 million. The Company allocated the updated transaction price to all identified performance obligations on the same basis as the initial allocation upon inception of the 2018 Merck Agreement, with any adjustments recorded as a cumulative catch-up in the period ended December 31, 2021. As a result of the change in transaction price, the Company recognized substantially all of the $ 15.0 million contingent payment, with a remaining $ 0.3 million related to the Joint Steering Committee, ("JSC") performance obligation, as a cumulative catch-up in revenue in the period ended December 31, 2021. In September 2021, the Company entered into an amendment to the 2018 Merck Agreement (the “2021 Amendment”) to extend the research term for the first program in the 2018 Merck Agreement to discover and develop novel cytokine derivative therapeutics for cancer and autoimmune disorders. Under the terms of the 2021 Amendment, the Company received a payment of $ 2.5 million and may receive up to an additional $ 7.5 million upon the achievement of certain developmental milestones. Pursuant to ASC 606, the Company concluded that the 2021 Amendment constitutes a contract modification which is to be accounted for as a separate contract from the 2018 Merck Agreement. From the $ 2.5 million payment received, $ 1.9 million was recognized as revenue on a proportion of performance basis in the year ended December 31, 2021, related to the Company’s identified performance obligations under the 2021 Amendment. The additional $ 7.5 million is considered to be fully constrained variable consideration. In December 2021, Merck did not extend the research term for the second research program of the collaboration and that research program reverted to the Company. The first program of the collaboration is focused on two distinct cytokine derivative molecules for the treatment of cancer. The Company is also eligible to receive aggregate contingent paym ents of up to approximately $ 0.5 billion for the target program selected by Merck, assuming the development and sale of the therapeutic candidate and all possible indications identified under the collaboration. If one or more products from the target program is developed for non-oncology or a single indication, the Company will be eligible for reduced aggregate milestone payments. In addition, the Company is eligible to receive tiered royalties ranging from mid-single digit to low teen percentages on the worldwide sales of any commercial products that may result from the collaboration . As of December 31, 2021 and 2020, there was a total of $ 0.9 million and $ 18.5 million, respectively, of deferred revenue related to the 2018 Merck Agreement and 2021 Amendment. 2020 Merck Master Services Agreement In August 2020, the Company entered into a Pre-Clinical and Clinical Supply Agreement (the “2020 Merck Master Services Agreement”) with Merck, wherein Merck requested the Company to provide development, manufacturing and supply chain management services, including clinical product supply, upon completion of the research programs under the 2018 Merck Agreement. As of both December 31, 2021 and 2020, there was no deferred revenue under the 2020 Merck Master Services Agreement. Revenues under the 2018 Merck Agreement and the 2020 Merck Master Services Agreement were as follows: Year ended December 31, 2021 2020 2019 (in thousands) Ongoing performance related to $ 35,098 $ 18,474 $ 14,736 Research and development services 2,666 5,485 3,578 Financing component on unearned revenue 610 1,852 3,144 Materials supply 4,406 264 – Total revenue $ 42,780 $ 26,075 $ 21,458 Collaboration with EMD Serono EMD Serono Agreements The Company signed a Collaboration Agreement and a License Agreement with EMD Serono in May 2014 and September 2014, respectively, which were entered into in contemplation of each other and therefore treated as a single agreement for accounting purposes. The Collaboration Agreement was subsumed into the License Agreement (the “MDA Agreement”), which agreement is to develop ADCs for multiple cancer targets. Under the MDA Agreement, a novel bispecific ADC product candidate targeting EGFR and MUC1, known as M1231, is undergoing development. The Company is eligible to receive up to $ 52.5 million for M1231 under the MDA Agreement, primarily from pre-commercial contingent payments. Relatedly, the Company earned a $ 2.0 million contingent payment in the second quarter of 2021 related to a patient enrollment achievement in the Phase 1 dose escalation portion of a study of M1231. In August 2020, the Company earned a $ 1.0 million clinical supply milestone payment under the MDA Agreement. In September 2019, the Company earned a $ 1.5 million contingent payment under the MDA Agreement upon designation by EMD Serono of a specific bispecific antibody drug conjugate as a clinical development candidate with their approval to advance it to IND-enabling studies. In addition, the Company is eligible to receive tiered royalties ranging from low-to-mid single digit percentages, along with certain additional one-time royalties, on worldwide sales of any commercial products that may result from the MDA Agreement. As of both December 31, 2021 and 2020, there was no deferred revenue related to payments received by the Company under the MDA Agreement. 2019 EMD Serono Supply Agreement In April 2019, the Company entered into an ADC Product Preclinical and Phase I Clinical Supply Agreement (the “2019 EMD Serono Supply Agreement”) with EMD Serono, wherein EMD Serono requested the Company to provide development, manufacturing and supply chain management services, including clinical product supply. As of December 31, 2021 and 2020, there was zero and $ 1 million, respectively, of deferred revenue related to payments received by the Company under the 2019 EMD Serono Supply Agreement. Revenues under the EMD Serono agreements were as follows: Year ended December 31, 2021 2020 2019 (in thousands) Ongoing performance related to $ – $ – $ 2,266 Contingent payment / milestone earned 2,000 1,000 1,500 Research and development services 851 1,316 2,890 Materials supply 1,725 2,726 2,223 Total revenue $ 4,576 $ 5,042 $ 8,879 Vaxcyte Supply Agreement In May 2018, the Company entered into a Supply Agreement (the “Supply Agreement”) with Vaxcyte, wherein Vaxcyte engaged the Company to provide research and development services and to supply extracts and custom reagents, as requested by Vaxcyte. The pricing is based on an agreed upon cost plus arrangement. During 2020, upon Vaxcyte’s request and their agreement to reimburse the related costs, the Company entered into agreements with third-party contract manufacturers (“CMOs”) to conduct process transfers to allow for such CMOs to manufacture and supply extract and custom reagents for Vaxcyte. For the year ended December 31, 2021 and 2020, the agreed-upon reimbursements by Vaxcyte of the costs associated with such arrangements, principally for pass-through costs from the CMOs, were $ 8.9 million and $ 0.5 million, respectively, and were accounted for by the Company as a reduction to research and development expense based on the Company’s conclusion that Vaxcyte was not a customer for such activities and associated payments. Revenues under the Vaxcyte Supply Agreement were as follows: Year ended December 31, 2021 2020 2019 (in thousands) Research and development services $ 1,131 $ 184 $ – Materials supply 1,910 14 1,078 Total revenue $ 3,041 $ 198 $ 1,078 BioNova Option Agreement In October 2021, the Company entered into an agreement with BioNova to confer BioNova the option to obtain exclusive rights to develop and commercialize STRO-001 in China, Hong Kong, Macau and Taiwan, referred to as Greater China. BioNova will pursue the clinical development, regulatory approval, and commercialization of STRO-001 in multiple indications, including non-Hodgkin's lymphoma, multiple myeloma, and leukemia in the licensed territory. The Company will retain development and commercial rights of STRO-001 globally outside of Greater China, including the United States. Under the BioNova Option Agreement, BioNova paid the Company an initial licensing option payment of $ 4.0 million, with potential payments totaling up to $ 200 million related to option exercise, development, regulatory, and commercial milestones. The Company will provide STRO-001 to BioNova under appropriate clinical and commercial supply service agreements. Upon commercialization, the Company is eligible to receive tiered royalties ranging from low- to mid-teen percentages based on annual net sales of STRO-001 in Greater China for at least ten years following the first commercial sale of STRO-001 in Greater China. The Company identified a combined performance obligation under the initial license option agreement, which consists of four interrelated promises: generating a recommended dose of STRO-001 for multiple myeloma and Non-Hodgkin’s lymphoma, providing licensed know-how and regulatory filings necessary to prepare an IND; providing initial clinical supply in the People’s Republic of China; and participating in the JSC. These promises are considered to be interdependent and not distinct from each other, representing a combined output. The transaction price at inception included the refundable payment of $ 4.0 million and was considered constrained at the inception of the agreement since the Company could not conclude it was probable that a significant reversal in the amount of revenue recognized would not occur. BioNova will have the right to exercise the license option for an additional payment of $ 12.0 million. As of December 31, 2021, there was $ 4.0 million of deferred revenue related to the payment received by the Company under the BioNova Option Agreement and BioNova had not yet exercised the license option. Tasly License Agreement In December 2021, the Company entered into a license agreement with Tasly, to grant Tasly an exclusive license to develop and commercialize STRO-002 in Greater China. Tasly will pursue the clinical development, regulatory approval, and commercialization of STRO-002 in multiple indications, including ovarian cancer, non-small cell lung cancer, triple-negative breast cancer, and other indications in Greater China. The Company will retain development and commercial rights of STRO-002 globally outside of Greater China, including the United States. Under the Tasly License Agreement, Tasly is obligated to make to the Company an initial nonrefundable upfront payment of $ 40.0 million, with additional potential payments totaling up to $ 345 million related to development, regulatory and commercialization contingent payments and milestones. The Company will provide STRO-002 to Tasly under appropriate clinical and commercial supply service agreements. Upon commercialization, the Company will receive tiered royalties, ranging from low- to mid-teen percentages based on annual net sales of STRO-002 in Greater China for at least ten years following the first commercial sale of STRO-002 in Greater Chin a. The Company determined that the Tasly License Agreement falls within the scope of ASC 808, as both parties are active participants in the activities and are exposed to significant risks and rewards dependent on the success of the commercialization of indications for STRO-002 in Greater China. The Company concluded that the Tasly License Agreement contained the following units of account: i) licensed know-how and Sutro patents, license to trademark rights, and initial regulatory data and information necessary to prepare an IND; and ii) collaboration governance and information sharing activities, such as JSC participation and ongoing regulatory and pharmacovigilance support. The promises related to the licensed know-how and Sutro patents, license to trademark rights, and initial regulatory data and information necessary to prepare an IND are considered to be interdependent and not distinct from each other, representing a combined output. The Company determined that these promises are capable of being distinct from the collaboration governance and information sharing activities discussed below and further determined that this unit of account is a vendor-customer relationship and will account for it in accordance with ASC 606. The transaction price at inception included fixed consideration consisting of the upfront payment of $ 40.0 million. All potential future milestones and other payments were considered constrained at the inception of the Tasly License Agreement since the Company could not conclude it was probable that a significant reversal in the amount of revenue recognized would not occur. Since there is only one performance obligation accounted for under ASC 606, no allocation of the transaction price was necessary. The Company determined that the unit of account consisting of collaboration governance and information sharing activities, such as JSC participation and ongoing regulatory and pharmacovigilance support, do not represent a customer-vendor relationship between the Company and Tasly. These promises are considered to be interdependent and not distinct from each other, representing a combined output. However, the Company determined that these promises are capable of being distinct from the intellectual property and data license promises discussed above. As such, based on the nature of the agreement and collaborative activities, the Company determined that the costs associated with these governance and information sharing activities performed under the agreement will be included in research and development expenses in the statements of operations, with any reimbursement of costs by Tasly reflected as a reduction of such expenses. During the year ended December 31, 2021, the Company did no t recognize a reduction of research and development expenses under the Tasly License Agreement. On December 24, 2021, the effective date of the Tasly License Agreement, the Company satisfied its only performance obligation related to the $ 40.0 million upfront payment by delivering to Tasly the license, know-how and data required under the Tasly License Agreement. Following the satisfaction of such performance obligation, under the Tasly License Agreement, Tasly is obligated to pay the Company the $ 40.0 million upfront payment. In February 2022, Tasly indicated to the Company that it would like to discuss and renegotiate the terms of the Tasly License Agreement. As any renegotiation could affect the amount and timing of Tasly’s obligations under the terms of the Tasly License Agreement, including the upfront payment, the Company has concluded that it will not recognize the $ 40.0 million upfront payment as revenue in December 2021. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net, consists of the following: December 31, 2021 2020 (in thousands) Computer equipment and software $ 1,353 $ 1,291 Furniture and office equipment 237 680 Laboratory equipment 30,231 30,814 Leasehold improvements 23,649 15,896 Construction in progress 506 1,081 Total 55,976 49,762 Less accumulated depreciation and amortization ( 33,426 ) ( 36,827 ) Total property and equipment, net $ 22,550 $ 12,935 Depreciation and amortization expense amounted to $ 4.8 million, $ 4.3 million and $ 4.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Loan and Security Agreement
Loan and Security Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Loan and Security Agreement | 7. Loan and Security Agreement In August 2017, the Company entered into a loan and security agreement with Oxford Finance LLC (“Oxford”) and Silicon Valley Bank (“SVB”) under which it borrowed $ 15.0 million (the “August 2017 Loan”). The loan was due in 30 monthly installments from March 2019 through its repayment in August 2021 , with interest-only monthly payments until March 2019 . The Company commenced repayment of the loan in March 2019 . The interest charges on the loan were based on a floating rate that equaled the greater of 7.39 % or the sum of the 30-day U.S. Dollar London Interbank Offered Rate (“LIBOR”) plus 6.40 %. In connection with the August 2017 Loan, the Company issued to Oxford and SVB a warrant to purchase the Company’s Series D-2 redeemable convertible preferred stock (the “2017 Warrant”). The 2017 Warrants were later converted into warrants to purchase Series E redeemable convertible preferred stock in May and July 2018, and upon the Company’s IPO on October 1, 2018, all Series E redeemable convertible preferred stock warrants were converted to warrants to purchase 46,359 shares of common stock. The estimated fair value upon issuance of the 2017 Warrant of $ 0.3 million was recorded as a debt discount on the associated borrowings on the Company’s balance sheet. The debt discount was amortized to interest expense over the expected repayment period of the loan using the effective-interest method. On February 28, 2020, (the “Effective Date”), the Company entered into a loan and security agreement (the “Loan and Security Agreement”) with Oxford as the collateral agent and a lender, and SVB as a lender (together with Oxford, the “Lenders”), pursuant to which the Lenders agreed to lend the Company up to an aggregate of $ 25.0 million (the “Term A Loan”). Upon entering into the Loan and Security Agreement, the Company borrowed $ 25.0 million from the Lenders, with approximately $ 9.6 million of such amount applied to the repayment of the outstanding principal, interest and final payment fees owed pursuant to the August 2017 Loan. As such, the August 2017 Loan has been paid in full. The Company accounted for the issuance of the Loan and Security Agreement and repayment of the August 2017 Loan as a debt modification. The associated unamortized debt discount on the August 2017 Loan and new lender fees from the debt issuance will be amortized as interest expense using the effective interest method until the maturity date of the Term A Loan. The Company’s obligations under the Loan and Security Agreement are secured by all assets of the Company, other than its intellectual property. The Company has also agreed not to encumber its intellectual property assets, except as permitted by the Loan and Security Agreement. The Term A Loan matures on March 1, 2024 (the “Maturity Date”) and will be interest-only through March 1, 2022 , followed by 24 equal monthly payments of principal and interest. The Term A Loan will bear interest at a floating per annum rate equal to the greater of (i) 8.07 % or (ii) the sum of (a) the greater of (1) the thirty (30) day U.S. LIBOR rate reported in the Wall Street Journal on the last business day of the month that immediately precedes the month in which the interest will accrue or (2) 1.67 %, plus (b) 6.40 %. The Company will be required to make a final payment of 3.83 % of the original principal amount of the Term A Loan, or $ 1.0 million, payable on the earlier of (i) the Maturity Date, (ii) the acceleration of the Term A Loan, or (iii) the prepayment of the Term A Loan (the “Final Payment”). The final payment amount is accreted as interest expense until the Maturity Date using the effective interest method. The Company may prepay all, but not less than all, of the Term A Loan upon 30 days’ advance written notice to Oxford, provided that the Company will be obligated to pay a prepayment fee equal to (i) 3.00 % of the principal amount of the Term A Loan prepaid on or before the first anniversary of the applicable funding date, or (ii) 2.00 % of the principal amount of the Term A Loan prepaid between the first and second anniversary of the applicable funding date, or (iii) 1.00 % of the principal amount of the Term A Loan prepaid thereafter, and prior to the Maturity Date (each, a “Prepayment Fee”). The Loan and Security Agreement contains customary affirmative and restrictive covenants, including covenants regarding incurrence of additional indebtedness or liens, investments, transactions with affiliates, delivery of financial statements, maintenance of inventory, payment of taxes, maintenance of insurance, protection of intellectual property rights, dispositions of property, business combinations or acquisitions, among other customary covenants. The Company is also restricted from paying dividends or making other distributions or payments on its capital stock, subject to limited exceptions. The Loan and Security Agreement provides that an event of default will occur if, among other triggers, there occurs any circumstances that could reasonably be expected to result in a material adverse change in the business, or operations or condition (financial or otherwise) of the Company or a material impairment of the prospect of the Company to repay any portion of its obligations under the Agreement. The Agreement also includes customary representations and warranties, other events of default and termination provisions. In connection with entering into the Loan and Security Agreement, the Company issued to the Lenders warrants exercisable for 81,257 shares of the Company’s common stock (the “2020 Warrants”). The 2020 Warrants are exercisable in whole or in part, immediately, and have a per share exercise price of $ 9.23 , which is the closing price of the Company’s common stock reported on the Nasdaq Global Market on the day prior to the Effective Date. The 2020 Warrants will terminate on the earlier of February 28, 2030 or the closing of certain merger or consolidation transactions. The estimated fair value upon issuance of the Warrants of $ 0.6 million is recorded as a debt discount on the associated borrowings on the Company’s balance sheet. The debt discount is being amortized to interest expense over the expected repayment period of the loan using the effective-interest method. As of December 31, 2021 and 2020, accrued interest expense was $ 0.2 million and $ 0.2 million, respectively. During years ended December 31, 2021, 2020 and 2019, the Company recorded interest expense related to loans outstanding of $ 2.6 million, $ 2.3 million and $ 1.1 million, respectively, with average interest rates of 8.07 %, 8.08 % and 8.72 %, respectively, and interest related to the accretion of debt discount of $ 0.6 million, $ 0.5 million and $ 0.2 million, respectively. Long-term debt and net premium (amortization) balances are as follows: December 31, 2021 2020 (in thousands) Principal amount of debt $ 25,000 $ 25,000 Net premium / (amortization) associated with accretion of final payment and 113 ( 455 ) Debt, current and non-current 25,113 24,545 Less: Debt, current portion ( 9,375 ) - Debt, non-current portion $ 15,738 $ 24,545 Future minimum payments of principal and estimated payments of interest on the Company’s Loan and Security Agreement as of December 31, 2021 are as follows: Year Ending December 31: Amount (in thousands) 2022 $ 11,166 2023 13,312 2024 4,126 Total future maturities 28,604 Less amount representing interest ( 2,646 ) Less final payment ( 958 ) Total principal amount of debt $ 25,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Leases In June 2021, the Company entered into a third amendment (the “Third Amendment”) to its manufacturing facility lease, dated May 18, 2011, as amended, by and between Alemany Plaza LLC, located in San Carlos, California (the “San Carlos Lease”), as an extension to the term of the San Carlos Lease for a period of five years (the “Lease Extension Period”). Pursuant to the Third Amendment, the San Carlos Lease will expire on July 31, 2026 , and it includes an option to renew the San Carlos Lease for an additional five years . The aggregate estimated base rent payments due over the Lease Extension Period is approximately $ 4.2 million, subject to certain terms contained in the San Carlos Lease. In June 2021, the Company entered into a first amendment (the “First Amendment”) to its manufacturing support facility lease, dated May 4, 2015, as amended, by and between 870 Industrial Road LLC, located in San Carlos, California (the “Industrial Lease”), as an extension to the term of the Industrial Lease for a period of five years (the “Industrial Lease Extension Period”). Pursuant to the first Amendment, the Industrial Lease will expire on June 30, 2026 , and it includes an option to renew the Industrial Lease for an additional five years . The aggregate estimated base rent payments due over the Industrial Lease Extension Period is approximately $ 4.3 million, subject to certain terms contained in the Industrial Lease. In September 2020, the Company entered into a sublease agreement (the “Sublease”) with Five Prime Therapeutics, Inc. (the “Sublessor”), for approximately 115,466 square feet, in a building located in South San Francisco, California (the “Premises”). The Company uses the Premises as its new corporate headquarters and to conduct (or expand) research and development activities. The Company commenced making monthly payments for the first 85,755 square feet of the Premises (“Initial Premises”) in July 2021, with occupancy of such space commencing in August 2021. The Company was provided early access to the Initial Premises commencing in the fourth quarter of 2020 to conduct certain planning and tenant improvement work. The Sublease is subordinate to the lease agreement, effective December 12, 2016, between the Sublessor and HCP Oyster Point III LLC (the “Landlord”). The commencement date for the remaining 29,711 square feet of the Premises (the “Expansion Premises”) is expected to be 24 months following the commencement date on the Initial Premises, although the Company has the right to accelerate the commencement date on the Expansion Premises to an earlier date upon six months’ prior written notice to the Sublessor. The Sublease for both the Initial Premises and Expansion Premises will expire on December 31, 2027 . With a commencement date on the Initial Premises of July 1, 2021, the aggregate estimated base rent payments due over the term of the Sublease are approximately $ 39.1 million, including the approximately $ 5.2 million in potential financial benefit to the Company of base rent abatement to be provided by Sublessor, subject to certain terms contained in the Sublease. The Sublease contains customary provisions requiring the Company to pay its pro rata share of utilities and a portion of the operating expenses and certain taxes, assessments and fees of the Premises and provisions allowing the Sublessor to terminate the Sublease upon the termination of the lease with the Landlord or if the Company fails to remedy a breach of certain of its obligations within specified time periods. Additionally, the Company posted a security deposit of $ 0.9 million, which is reflected as restricted cash in non-current assets on the Company’s balance sheet as of December 31, 2021 and 2020. The Company recognizes rent expense for these operating leases on a straight-line basis over the lease period. The components of lease costs, which the Company includes in operating expenses in the statements of operations, were as follows (in thousands): Year ended 2021 Operating lease cost $ 8,355 Short-term lease cost 117 Variable lease cost 2,089 Total lease cost $ 10,561 During the year ended December 31, 2021, the Company recorded operating lease expense of $ 8.4 million and paid $ 6.2 million of operating lease payments related to the lease liabilities, which the Company includes in net cash used in operating activities in the statements of cash flows. As of December 31, 2021, the weighted-average remaining lease term was 5.7 years and the weighted-average discount rate used to determine the operating lease liability was 10.8 %. As of December 31, 2021, the maturities of the Company’s operating lease liabilities were as follows (in thousands): Year Ending December 31, Amount (in thousands) 2022 (1) $ 1,657 2023 8,002 2024 9,219 2025 9,533 2026 8,994 Thereafter 8,289 Total lease payments 45,694 Less: imputed interest ( 13,433 ) Operating lease liabilities 32,261 Less: current portion ( 1,037 ) Total lease liabilities, non-current $ 31,224 (1) Includes approximately $ 5.2 million in potential financial benefit to the Company of base rent abatement to be provided by sublessor for months 7 – 18 of the sublease period, subject to certain terms contained in the Sublease. Under the historical guidance of ASC 840, the deferred rent balance on December 31, 2020 totaled $ 1.3 million and the future minimum lease payments for the Company's operating leases on December 31, 2020 were as follows (in thousands): Year Ending December 31, Amount (in thousands) 2021 $ 5,742 2022 (1) 5,183 2023 6,310 2024 7,476 2025 and beyond 24,034 Total future minimum lease payments $ 48,745 (1) Excludes approximately $ 5.2 million in potential financial benefit to the Company of base rent abatement to be provided by sublessor for months 7 – 18 of the sublease period, subject to certain terms contained in the Sublease. Rent expense was $ 4.7 million and $ 3.6 million for the years ended December 31, 2020 and 2019, respectively. Indemnification & Other In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, lessors, business partners, board members, officers, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company, negligence or willful misconduct of the Company, violations of law by the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material effect on the Company’s balance sheets, statements of operations, or statements of cash flows. The Company currently has directors’ and officers’ liability insurance. In addition, the Company enters into agreements in the normal course of business, including with contract research organizations for clinical trials, contract manufacturing organizations for certain manufacturing services, and vendors for preclinical studies and other services and products for operating purposes, which are generally cancelable upon written notice. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 9. Related-Party Transactions Upon the Company’s public offering on May 14, 2020, Merck’s ownership of the Company’s outstanding equity interest decreased to less than 10 %. As a result, starting May 14, 2020, the Company ceased to reflect balances and transactions associated with Merck as being with a related party in its financial statements. Transactions with Merck for the years ended December 31, 2021, 2020 and 2019 are described in Note 5. As discussed in Note 2, Vaxcyte closed its IPO of its common stock on June 16, 2020, resulting in the Company’s ownership of Vaxcyte’s outstanding equity being less than 4.0 %. As a result, starting on June 16, 2020, the Company ceased to reflect any balances and transactions associated with Vaxcyte being a related party in its financial statements. Transactions with Vaxcyte for the years ended December 31, 2021, 2020 and 2019 are described in Note 5. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Common Stock Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders of the Company. As of December 31, 2021 and 2020, the Company had reserved common stock, on an if-converted basis, for issuance as follows: December 31, 2021 2020 Common stock options issued and outstanding 6,512,086 5,439,295 Common stock awards issued and outstanding 2,403,826 666,375 Remaining shares reserved for issuance under 2018 Equity 1,504,641 1,710,824 Shares reserved for issuance under 2018 Employee 673,251 361,539 Warrants to purchase common stock 127,616 153,070 Total 11,221,420 8,331,103 Preferred Stock As of December 31, 2021, the Company had 10,000,000 shares of preferred stock authorized with a par value of $ 0.001 . No shares of preferred stock were outstanding as of December 31, 2021 and 2020. Warrants In August 2017, the Company issued warrants to Oxford and SVB to purchase an aggregate of 682,230 shares of Series D-2 redeemable convertible preferred stock at an exercise price of $ 0.6596 per share in connection with the issuance of the August 2017 Loan. If there was a subsequent convertible preferred stock or other senior equity securities financing with a per share price less than the Series D-2 redeemable convertible preferred per share price, then the warrant would automatically convert to a warrant to purchase such class of shares, based on the per share price of such equity. Given that the price per share of the Series E redeemable convertible preferred stock described above was less than the price per share of the Series D-2 redeemable convertible preferred stock, the 2017 Warrant converted into a warrant to purchase a total of 1,682,871 shares of Series E redeemable convertible preferred stock at an exercise price of $ 0.2674 per share. The warrant is exercisable from the original date of issuance and has a 10 -year term. The Company adjusted the warrant liability for changes in fair value until the completion of its IPO on October 1, 2018, at which time certain convertible preferred stock warrants were converted into warrants for the purchase of common stock and the related convertible preferred stock warrant liability was reclassified to additional paid-in capital and others expired. On October 1, 2018, 1,232,220 shares of the Series C redeemable convertible preferred warrants were canceled, and the remaining 687,928 shares were converted to 25,453 shares of warrants to purchase common stock on a 1-for-0.0370 basis at an exercise price of $ 12.9649 . The common stock warrant was outstanding and exercisable as of December 31, 2020 . In November 2021, this common stock warrant was fully net exercised into 9,308 shares of common stock. All Series E redeemable convertible preferred warrants were converted to 46,359 shares of warrants to purchase common stock on a 1-for-0.0275 basis. In February 2020, in connection with entering into the Loan and Security Agreement, the Company issued to Oxford and SVB the 2020 Warrants, which are exercisable for 54,171 shares and 27,086 shares, respectively, of the Company’s common stock. The 2020 Warrants are exercisable in whole or in part, immediately, and have a per share exercise price of $ 9.23 , which is the closing price of the Company’s common stock reported on the Nasdaq Global Market on the day prior to the Effective Date. The 2020 Warrants will terminate on the earlier of February 28, 2030 or the closing of certain merger or consolidation transactions. |
Equity Incentive Plans, Employe
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation | 11. Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation 2004 Equity Incentive Plan, 2018 Equity Incentive Plan and 2021 Equity Inducement Plan In September 2018, the Company adopted the 2018 Equity Incentive Plan (“2018 Plan”), which became effective on September 25, 2018. As a result, the Company will not grant any additional awards under the 2004 Equity Incentive Plan (“2004 Plan”). The terms of the 2004 Plan and applicable award agreements will continue to govern any outstanding awards thereunder. In addition to the shares of common stock reserved for future issuance under the 2004 Plan that were added to the 2018 Plan upon its effective date, the Company initially reserved 2,300,000 shares of common stock for issuance under the 2018 Plan. In addition, the number of shares of common stock reserved for issuance under the 2018 Plan will automatically increase on the first day of January for a period of up to ten years , commencing on January 1, 2019, in an amount equal to 5 % of the total number of shares of the Company’s capital stock outstanding on the immediately preceding December 31 (rounded to the nearest whole share), or a lesser number of shares determined by the Company’s board of directors. As a result, common stock reserved for issuance under the 2018 Plan was increased by 2,287,605 shares on January 1, 2021. In August 2021, the Company adopted the 2021 Equity Inducement Plan (“2021 Plan”), which became effective on August 4, 2021. Upon its effective date, the Company initially reserved 750,000 shares of common stock for issuance pursuant to non-qualified stock options and restricted stock units (“RSUs”) under the 2021 Plan. In accordance with Rule 5635(c)(4) of the Nasdaq listing rules, equity awards under the 2021 Plan may only be made to an employee if he or she is granted such equity awards in connection with his or her commencement of employment with the Company and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. In addition, awards under the 2021 Plan may only be made to employees who have not previously been an employee or member of the Board (or any parent or subsidiary of the Company) or following a bona fide period of non-employment of the employee by the Company (or a parent or subsidiary of the Company). At all times the Company will reserve and keep available a sufficient number of shares as will be required to satisfy the requirements of all outstanding awards granted under the 2021 Plan. As of December 31, 2021, the Company had 1,504,641 shares available for grant under the 2018 Plan and the 2021 Plan. The following table summarizes option activities under the Company’s 2004 Plan, 2018 Plan and 2021 Plan: Outstanding Weighted- Weighted- Aggregate Balances at December 31, 2020 5,439,295 $ 11.93 7.75 $ 53,202 Granted 1,449,834 $ 20.27 Exercised ( 237,370 ) $ 10.47 Canceled/Forfeited ( 139,673 ) $ 10.94 Balances at December 31, 2021 6,512,086 $ 13.86 7.39 $ 14,955 Exercisable at December 31, 2021 3,866,289 $ 12.91 6.63 $ 9,170 The aggregate intrinsic value was calculated as the difference between the exercise prices of the underlying stock option awards and the estimated fair value of the Company’s common stock on the date of exercise. For the years ended December 31, 2021, 2020 and 2019, the aggregate intrinsic value of stock options exercised was $ 2.8 million, $ 1.2 million and $ 0.2 million, respectively, determined at the date of the option exercise. Employee Stock Options Valuation For determining stock-based compensation expense, the fair-value-based measurement of each employee stock option was estimated as of the date of grant using the Black-Scholes option pricing model with assumptions as follows: Year Ended December 31, 2021 2020 2019 Expected term (in years) 5.3 - 6.1 3.1 - 7.0 4.5 - 7.0 Expected volatility 80.9 %- 84.9 % 73.2 %- 87.4 % 72.7 %- 74.9 % Risk-free interest rate 0.6 %- 1.3 % 0.2 %- 1.6 % 1.4 %- 2.6 % Expected dividend - - - Expected Term —The expected term represents the period that the stock-based awards are expected to be outstanding. The Company used the “simplified” method to determine the expected term of options granted, which calculates the expected terms as the average of the weighted-average vesting term and the contractual term of the option. Expected Volatility —Since the Company has limited information available on the volatility of its common stock due to its short trading history, the expected volatility was estimated based on the average historical volatilities of common stock of comparable publicly traded entities over a period equal to the expected term of the stock option grants. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the options. Expected Dividend —The Company has never paid dividends on its common stock. Therefore, the Company used an expected dividend of zero . Using the Black-Scholes option-valuation model, the weighted-average estimated grant-date fair value of employee stock options granted during the years ended December 31, 2021, 2020 and 2019 was $ 14.24 , $ 5.59 and $ 6.71 per share, respectively. Restricted Stock Units Restricted stock units (“RSUs”) are share awards that entitle the holder to receive freely tradable shares of the Company’s common stock upon vesting. The RSUs cannot be transferred and the awards are subject to forfeiture if the holder’s employment terminates prior to the release of the vesting restrictions. The RSUs generally vest over a four-year period provided the employee remains continuously employed with the Company. The fair value of the RSUs is equal to the closing price of the Company’s common stock on the grant date. A summary of the status and activity of non-vested RSUs for the year ended December 31, 2021 is as follows: Number of Weighted Non-vested December 31, 2020 666,375 $ 9.83 Granted 2,094,250 20.31 Released ( 238,724 ) 11.23 Canceled ( 118,075 ) 17.66 Non-vested December 31, 2021 2,403,826 $ 18.43 2018 Employee Stock Purchase Plan In September 2018, the Company adopted the 2018 Employee Stock Purchase Plan (“ESPP”), in order to enable eligible employees to purchase shares of the Company’s common stock. The Company initially reserved 230,000 shares of common stock for sale under the ESPP. The aggregate number of shares reserved for sale under the ESPP will increase automatically on January 1st of each of the first ten calendar years after the effective date by the number of shares equal to the lesser of 1 % of the total outstanding shares of the Company’s common stock as of the immediately preceding December 31 (rounded to the nearest whole share) or a number of shares as may be determined by the Company’s board of directors. As a result, common stock reserved for issuance under the ESPP was increased by 457,521 shares on January 1, 2021 . The aggregate number of shares issued over the term of the Company’s ESPP, subject to stock-splits, recapitalizations or similar events, may not exceed 2,300,000 shares of the Company’s common stock. The fair value of the ESPP shares is estimated using the Black-Scholes option pricing model. For the years ended December 31, 2021, 2020 and 2019, the fair value of ESPP shares was estimated using the following assumptions: Year Ended December 31, 2021 2020 2019 Expected term (in years) 0.5 0.5 0.5 Expected volatility 65.9 - 111.4 % 63.0 %- 111.4 % 63.0 %- 83.2 % Risk-free interest rate 0.1 % 0.1 %- 1.9 % 1.9 %- 2.5 % Expected dividend - - - During the years ended December 31, 2021, 2020 and 2019, 145,809 , 195,992 , and 131,939 shares, respectively, had been purchased. As of December 31, 2021, 673,251 shares were available for future issuance under the ESPP. Stock-Based Compensation Expense The Company believes that the fair value of the stock options, RSUs and ESPP shares is more reliably measurable than the fair value of services received. Total stock-based compensation expense recognized was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Research and development expense: Stock options $ 2,208 $ 1,405 $ 903 Restricted stock units 4,280 770 623 ESPP 638 512 389 Subtotal 7,126 2,687 1,915 General and administrative expense: Stock options 11,045 7,098 6,815 Restricted stock units 4,920 2,021 1,464 ESPP 150 111 118 Subtotal 16,115 9,230 8,397 Total $ 23,241 $ 11,917 $ 10,312 As of December 31, 2021, unrecognized stock-based compensation expense related to the unvested stock options and RSUs granted was $ 24.7 million and $ 36.3 million, respectively. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of 2.5 years and 3.2 years, respectively. As of December 31, 2021, there is $ 0.1 million of unrecognized stock-based compensation expense related to the ESPP. Call Option Plan In February 2017, the Company adopted a Call Option Plan to grant selected employees, officers, directors and consultants (collectively, the “Participants”) options to purchase shares of the common stock of Vaxcyte. As of December 31, 2021, the Company has reserved 266,724 shares of Vaxcyte common stock for issuance under the program, under which call options covering 248,944 and 17,780 shares were granted in February 2017 and August 2019, respectively. The call options granted in February 2017 vested 25 % on each of January 1, 2017, 2018, 2019, and 2020, and expire one year from the vesting date. The call options granted in August 2019 vest 25 % on each of January 1, 2019, 2020, 2021, and 2022, and expire one year from the vesting date. A summary of the status of the call options at December 31, 2021 and 2020 is as follows: December 31, 2021 December 31, 2020 Shares Shares Options vested and exercised 262,279 257,834 Options vested and outstanding - - Options unvested and outstanding 4,445 8,890 Total options granted 266,724 266,724 The amounts recognized as compensation expense related to the Call Option Plan for the years ended December 31, 2021, 2020 and 2019 were $ 97,000 , $ 109,000 and $ 78,000 , respectively. The amounts recognized as other expense or income related to the remeasurement of the vested call options for the years ended December 31, 2021, 2020 and 2019 were $ 109,000 of other income and $ 76,000 and $ 153,000 of other expense, respectively. As of December 31, 2021 and 2020, the liability attributable to the Call Option Plan was $ 97,000 and $ 109,000 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes Provision for income taxes was zero , $ 0.1 million and zero for the years ended December 31, 2021, 2020 and 2019, respectively. The Company has established a full valuation allowance against its net deferred tax assets due to the uncertainty surrounding the realization of such assets. All losses to date have been incurred domestically. The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % State tax - ( 0.1 ) - Change in valuation allowance ( 24.7 ) ( 34.7 ) ( 22.7 ) Tax credits 3.7 9.3 4.9 Stock compensation ( 0.2 ) ( 1.9 ) ( 1.3 ) ASC 606 adoption - - ( 3.9 ) Other 0.2 6.1 2.0 Total 0.0 % ( 0.3 )% 0.0 % The components of the Company’s deferred tax assets consist of the following: December 31 2021 2020 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 67,719 $ 47,549 Research and development credits 31,864 25,175 Deferred revenue - 3,629 Accruals and other 3,973 2,965 Operating lease liability 7,266 - Stock based compensation 3,910 3,495 Fixed asset basis 1,008 917 Total deferred tax assets 115,740 83,730 Less: valuation allowance ( 100,646 ) ( 74,432 ) Gross deferred tax assets 15,094 9,298 Deferred tax liabilities: Operating lease right-of-use asset ( 6,716 ) - Vaxcyte investment ( 8,378 ) ( 9,298 ) Total deferred tax liabilities ( 15,094 ) ( 9,298 ) Total net deferred tax assets $ - $ - Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Due to the Company’s history of operating losses and future sources of taxable income, the Company believes that the recognition of the deferred tax assets is currently not more likely than not to be realized and, accordingly, have provided a full valuation allowance against net deferred tax assets. For the year ended December 31, 2021, 2020 and 2019, the net increase in the valuation allowance was $ 26.2 million, $ 11.1 million and $ 12.6 million, respectively. As of December 31, 2021, the Company had federal net operating loss carryforwards of $ 281.7 million and federal general business credits from research and development expenses totaling $ 25.1 million, as well as state net operating loss carryforwards of $ 109.2 million and state research and development credits of $ 17.2 million. The federal net operating loss carryforwards will expire at various dates beginning in 2032 , and the federal credits will expire at various dates beginning in 2023 , if not utilized. The state net operating loss carryforwards will expire at various dates beginning in 2030 , if not utilized. The state research and development tax credits can be carried forward indefinitely. Events which cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50 %, as defined, over a three-year testing period. Such limitations may result in limitations upon the Company’s ability to utilize the losses in future periods. The Company has performed a Section 382 study for the period of June 16, 2003 through December 31, 2020, and concluded that it is more likely than not that the Company experienced an ownership change on November 20, 2019. This change does not limit the Company’s ability to use its existing net operating losses within the carryforward period provided by the Internal Revenue Code, subject to availability of taxable income. However, if there is subsequent event or further change in ownership, these losses may be subject to limitations, resulting in their expiration before they can be utilized. The Company files U.S. federal and state tax returns with varying statutes of limitations. Due to net operating loss and credit carryforwards, all of the tax years since inception through the 2020 tax year remain subject to examination by the U.S. federal and some state authorities. The actual amount of any taxes due could vary significantly depending on the ultimate timing and nature of any settlement. The amount of unrecognized tax benefits, if recognized, that would affect the effective tax rate is $ 6.4 million, $ 4.9 million and $ 3.8 million as of December 31, 2021, 2020 and 2019, respectively. One or more of these unrecognized tax benefits could be subject to a valuation allowance if and when recognized in a future period, which could impact the timing of any related effective tax rate benefit. The Company believes that the amount by which the unrecognized tax benefits may increase or decrease within the next 12 months is not estimable. The Company has elected to recognize, if incurred, interest and penalties related to liabilities for uncertain tax positions as a part of income tax expense. No such interest and penalties have been incurred to date. The Company determines its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings is more likely than not to be sustained upon examination by the relevant income tax authorities. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: December 31 2021 2020 2019 (in thousands) Gross unrecognized tax benefit at January 1 $ 4,902 $ 3,783 $ 2,795 Additions for tax positions taken in the current year 1,492 1,090 1,005 Additions / (Reductions) for tax positions of prior years 15 29 ( 17 ) Gross unrecognized tax benefit at December 31 $ 6,409 $ 4,902 $ 3,783 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share. Year Ended December 31, 2021 2020 2019 (in thousands, except share and per share amounts) Numerator: Net loss $ ( 105,538 ) $ ( 32,128 ) $ ( 55,744 ) Denominator: Shares used in computing net loss per share 46,119,089 32,573,469 22,958,577 Net loss per share, basic and diluted $ ( 2.29 ) $ ( 0.99 ) $ ( 2.43 ) The following common stock equivalents were excluded from the computation of diluted net loss per share for the years ended December 31, 2021, 2020 and 2019 because including them would have been antidilutive: Year Ended December 31, 2021 2020 2019 Common stock options issued and outstanding 6,512,086 5,439,295 3,872,664 Restricted stock units issued and outstanding 2,403,826 666,375 335,799 Warrants to purchase common stock 127,616 153,070 71,813 Shares to be issued under ESPP 54,759 55,299 41,421 Total 9,098,287 6,314,039 4,321,697 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates on historical experience and market-specific or other relevant assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses and income reported for each of the periods presented are affected by estimates and assumptions, which are used for, but are not limited to, determining research and development periods under collaboration arrangements, stock-based compensation expense, valuation of marketable securities, impairment of long-lived assets, income taxes and certain accrued liabilities. Actual results could differ from such estimates or assumptions. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including revenue, expenses, manufacturing, clinical trials, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it, as well as the economic impact on local, regional, national and international customers, suppliers, service providers and markets. The Company has made estimates of the impact of COVID-19 within its financial statements and there may be changes to those estimates in future periods. Actual results could differ from such estimates or assumptions. |
Recently Adopted and Not Yet Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2016-13 (Topic 326), Financial Instruments Credit Losses. The guidance modifies the measurement and recognition of credit losses for most financial assets and certain other instruments. The amendment updates the guidance for measuring and recording credit losses on financial assets measured at amortized cost by replacing the “incurred loss” model with an “expected loss” model. The Company adopted ASU 2016-13 in the third quarter of 2021 using the modified retrospective adoption approach. As a result of this adoption, the Company presents these financial assets, which include accounts receivable and available-for-sale debt securities, at the net amount the Company expects to collect. The amendment also requires the Company to record credit losses related to available-for-sale debt securities as an allowance through net income rather than reducing the carrying amount under the historical, other-than-temporary-impairment model. The adoption of ASU 2016-13 did no t have a material impact on the Company’s financial statements and related disclosures for the year ended December 31, 2021. In February 2016, the FASB issued ASU 2016-02 (Topic 842), Leases (Accounting Standards Codification, or “ASC”, 842). ASC 842 supersedes the lease recognition requirements in ASC 840, Leases. ASC 842 clarifies the definition of a lease and requires lessees to recognize right-of-use assets and lease liabilities for all leases, including those classified as operating leases under previous lease accounting guidance. The Company adopted ASC 842 on July 1, 2021 , effective as of January 1, 2021. There was no impact on the Company’s accumulated deficit as of January 1, 2021 as a result of the adoption of this standard. Results for the period ended December 31, 2021 are presented under Topic 842. Other prior period amounts are not adjusted and continue to be reported in accordance with the Company's historic accounting under previous lease guidance, ASC Topic 840: Leases (“Topic 840”). The Company elected the package of practical expedients permitted under the transition guidance of the new standard, which allowed the Company to carry forward its historical assessment on whether a contract is or contains a lease, lease classification, and initial direct costs. Upon adoption on January 1, 2021, the Company recognized operating lease right-of-use (“ROU”) assets of $ 29.7 million, and current and non-current operating lease liabilities of $ 2.9 million and $ 27.8 million, respectively. In connection with the adoption of this standard, deferred rent of $ 1.3 million and prepaid rent of $ 0.3 million, which was previously recorded in prepaid expenses and other current assets on the balance sheet as of December 31, 2020, were derecognized. Finance lease assets and liabilities were not material. The adoption of ASC 842 did not have a material impact on the Company’s Statements of Operations and Statements of Cash flows. Recent Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, which provides optional expedients and exceptions for a limited period of time to ease the potential burden in accounting treatments related to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. Adoption of the expedients and exceptions is elective and is permitted upon issuance of the guidance through December 31, 2022. The Company does not expect that the new guidance will have material impact on its financial position, results of operations and cash flows. |
Cash, Cash Equivalents, Marketable Securities and Restricted Cash | Cash, Cash Equivalents, Marketable Securities and Restricted Cash The Company considers all highly liquid investments with original maturities of 90 days or less from the date of purchase to be cash equivalents. Investments with original maturities of greater than 90 days from the date of purchase but less than one year from the balance sheet date, or where the Company's intent is to use the investments to fund current operations or to make them available for current operations are classified as current, while investments with maturities in one year or beyond one year from the balance sheet date are classified as long-term investments. Available-for-sale marketable securities are carried at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss). Realized gains and losses are included in interest income in the Company’s Statements of Operations. There were no material realized gains or losses in the periods presented. The cost of securities sold is based on the specific-identification method. The Company evaluates, on a quarterly basis, its marketable securities for potential impairment. For marketable securities in an unrealized loss position, the Company assesses whether such declines are due to credit loss based on factors such as changes to the rating of the security by a ratings agency, market conditions and supportable forecasts of economic and market conditions, among others. If a credit loss exists, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any marketable security before recovery of its amortized cost basis. If either condition is met, the security’s amortized cost basis is written down to fair value and is recognized through interest and other expense, net. If neither condition is met, declines as a result of credit losses, if any, are recognized as an allowance for credit loss, limited to the amount of unrealized loss, through interest and other expense, net. Any portion of unrealized loss that is not a result of a credit loss, is recognized in other comprehensive income (loss). The Company invests in money market funds, commercial paper, corporate debt securities, asset-based securities and U.S. government agency securities with high credit ratings. The Company has established guidelines regarding diversification of its investments and their maturities, with the objectives of maintaining safety and liquidity while maximizing yield. Under certain agreements, the Company has pledged cash and cash equivalents as collateral. Restricted cash related to such agreements was $ 0.9 million and $ 0.9 million, respectively, as of December 31, 2021 and 2020. A reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s Balance Sheets to the amount reported within the accompanying Statements of Cash Flows was as follows: December 31, 2021 2020 2019 (in thousands) Cash and cash equivalents $ 30,414 $ 206,152 $ 4,960 Restricted cash 872 872 15 Total cash, cash equivalents and restricted $ 31,286 $ 207,024 $ 4,975 |
Concentrations of Credit Risk | Concentrations of Credit Risk Cash and cash equivalents and marketable securities consist of financial instruments that potentially subject the Company to a concentration of credit risk, to the extent of the amounts recorded on the balance sheets. The Company minimizes the amount of credit exposure by investing cash that is not required for immediate operating needs in money market funds, government obligations and/or commercial paper with short maturities. The Company performs a regular review of its collaborators’ credit risk and payment histories when circumstances warrant, including payments made subsequent to year-end. When appropriate, the Company provides for an allowance for credit risks by reserving for specifically identified doubtful accounts, although historically the Company has not experienced credit losses from its accounts receivable . |
Investments in Equity Securities | Investments in Equity Securities Subsequent to the closing of the initial public offering (“IPO”) of Vaxcyte, Inc. in June 2020, the fair value of Vaxcyte’s common stock became readily determinable. As a result, beginning June 2020, Vaxcyte common stock held by the Company is measured at fair value at each reporting period based on the closing price of Vaxcyte’s common stock on the last trading day of each reporting period, with any unrealized gains and losses recorded in the Company’s statements of operations. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the respective assets, generally three to five years . Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the lease. Maintenance and repairs are charged to expense as incurred and costs of improvement are capitalized. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, leasehold improvements and right-of-use assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when the estimated, undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. The Company did no t recognize any impairment charges during the years ended December 31, 2021, 2020 and 2019. As of December 31, 2021 and 2020, management believes that no revision to the remaining useful lives or write down of the remaining long-lived assets is required. |
Leases | Leases The Company determines if an arrangement is or contains a lease at contract inception by assessing whether the arrangement contains an identified asset and whether the lessee has the right to control such asset. The Company is required to classify leases as either finance or operating leases and to record a ROU asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. The Company determines the initial classification and measurement of its ROU assets and lease liabilities at the lease commencement date and thereafter, if modified. The Company does not have material finance leases. For leases with a term greater than 12 months, the Company records the related ROU asset and lease liability at the present value of lease payments over the term of the lease. The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to extend or terminate the lease that the Company is reasonably certain to exercise. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of 12 months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. The Company has also elected to not separate lease and non-lease components for its leases and, as a result, accounts for lease and non-lease components as one component. The Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company estimates its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company determines its incremental borrowing rate based on the rate of interest that the Company would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Lease payments may be fixed or variable; however, only fixed payments are included in the Company’s lease liability calculation. Lease costs for the Company’s operating leases are recognized on a straight-line basis within operating expenses over the lease term. The Company’s lease agreements may contain variable non-lease components such as common area maintenance, operating expenses or other costs, which are expensed as incurred. |
Revenue Recognition | Revenue Recognition On January 1, 2019 , the Company adopted Accounting Standards Update (ASU) No. 2014-09 (Topic 606), Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that 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. When the Company enters into collaboration agreements, it assesses whether the arrangements fall within the scope of ASC 808, Collaborative Arrangements (ASC 808) based on whether the arrangements involve joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards. To the extent that the arrangement falls within the scope of ASC 808, the Company assesses whether the payments between the Company and its collaboration partner fall within the scope of other accounting literature. If it concludes that payments from the collaboration partner to the Company represent consideration from a customer, such as license fees and contract research and development activities, the Company accounts for those payments within the scope of ASC 606, Revenue from Contracts with Customers. However, if the Company concludes that its collaboration partner is not a customer for certain activities and associated payments, such as for certain collaborative research, development, manufacturing and commercial activities, the Company presents such payments as a reduction of research and development expense or general and administrative expense, based on where the Company presents the underlying expense. The Company has no products approved for commercial sale and has not generated any revenue from commercial product sales. The total revenue to date has been generated principally from collaboration and license agreements and to a lesser extent, from manufacturing, supply and services and materials the Company provides to its collaboration partners. Collaboration Revenue The Company derives revenue from collaboration arrangements, under which the Company may grant licenses to its collaboration partners to further develop and commercialize its proprietary product candidates. The Company may also perform research and development activities under the collaboration agreements. Consideration under these contracts generally includes a nonrefundable upfront payment, development, regulatory and commercial milestones and other contingent payments, and royalties based on net sales of approved products. Additionally, the collaborations may provide options for the customer to acquire from the Company materials and reagents, clinical product supply or additional research and development services under separate agreements. The Company assesses which activities in the collaboration agreements are considered distinct performance obligations that should be accounted for separately. The Company develops assumptions that require judgement to determine whether the license to the Company’s intellectual property is distinct from the research and development services or participation in activities under the collaboration agreements. At the inception of each agreement, the Company determines the arrangement transaction price, which includes variable consideration, based on the assessment of the probability of achievement of future milestones and contingent payments and other potential consideration. The Company recognizes revenue over time by measuring its progress towards the complete satisfaction of the relevant performance obligation using an appropriate input or output method based on the nature of the service promised to the customer. For arrangements that include multiple performance obligations, the Company allocates the transaction price to the identified performance obligations based on the standalone selling price, or SSP, of each distinct performance obligation. In instances where SSP is not directly observable, the Company develops assumptions that require judgment to determine the SSP for each performance obligation identified in the contract. These key assumptions may include FTE, personnel effort, estimated costs, discount rates and probabilities of clinical development and regulatory success. Upfront Payments : For collaboration arrangements that include a nonrefundable upfront payment, if the license fee and research and development services cannot be accounted for as separate performance obligations, the transaction price is deferred and recognized as revenue over the expected period of performance using a cost-based input methodology. The Company uses judgement to assess the pattern of delivery of the performance obligation. In addition, amounts paid in advance of services being rendered may result in an associated financing component to the upfront payment. Accordingly, the interest on such borrowing cost component will be recorded as interest expense and revenue, based on an appropriate borrowing rate applied to the value of services to be performed by the Company over the estimated service performance period. License Grants: For collaboration arrangements that include a grant of a license to the Company’s intellectual property, the Company considers whether the license grant is distinct from the other performance obligations included in the arrangement. For licenses that are distinct, the Company recognizes revenues from nonrefundable, upfront payments and other consideration allocated to the license when the license term has begun and the Company has provided all necessary information regarding the underlying intellectual property to the customer, which generally occurs at or near the inception of the arrangement. Milestone and Contingent Payments : At the inception of the arrangement and at each reporting date thereafter, the Company assesses whether it should include any milestone and contingent payments or other forms of variable consideration in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur upon resolution of the uncertainty, the associated milestone value is included in the transaction price. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of each such milestone and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Since milestone and contingent payments may become payable to the Company upon the initiation of a clinical study or filing for or receipt of regulatory approval, the Company reviews the relevant facts and circumstances to determine when the Company should update the transaction price, which may occur before the triggering event. When the Company updates the transaction price for milestone and contingent payments, the Company allocates the changes in the total transaction price to each performance obligation in the agreement on the same basis as the initial allocation. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment, which may result in recognizing revenue for previously satisfied performance obligations in such period. The Company’s collaborators generally pay milestones and contingent payments subsequent to achievement of the triggering event. Research and Development Services : For amounts allocated to the Company’s research and development obligations in a collaboration arrangement, the Company recognizes revenue over time using a cost-based input methodology, representing the transfer of goods or services as activities are performed over the term of the agreement. Materials Supply: The Company provides materials and reagents, clinical materials and services to certain of its collaborators under separate agreements. The consideration for such services is generally based on FTE personnel effort used to manufacture those materials reimbursed at an agreed upon rate in addition to agreed-upon pricing for the provided materials. The amounts billed are recognized as revenue as the performance obligations are met by the Company. |
Stock-Based Compensation | Stock-Based Compensation The Company maintains a stock-based compensation plan as a long-term incentive for employees, consultants, and members of the Company’s Board of Directors. The plan allows for the issuance of restricted stock units, non-statutory and incentive stock options to employees and non-statutory stock options (“NSOs”) to nonemployees. The Company also maintains an employee stock purchase plan. Share-based payments, including purchases under the Company’s employee stock purchase plan, are measured using fair-value-based measurements and recognized as compensation expense over the service period in which the awards are expected to vest. The Company’s fair-value-based measurements of awards to employees and directors as of the grant date utilize the single-option award-valuation approach, and the Company uses the straight-line method for expense attribution. The fair-value-based measurements of options granted to nonemployees are remeasured at each period end until the options vest and are amortized to expense as earned. The Company accounts for forfeitures of stock-based awards as they occur. The valuation model used for calculating the estimated fair value of stock awards is the Black-Scholes option-pricing model. The Black-Scholes model requires the Company to make assumptions and judgments about the variables used in the calculations, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility of the Company’s common stock, the related risk-free interest rate and the expected dividends. |
Research and Development | Research and Development The Company records accrued expenses for estimated costs of the research and development activities conducted by third party service providers, which include outsourced research and development expenses, professional services and contract manufacturing activities. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced, and includes these costs in current liabilities in the balance sheets and within research and development expense in the statements of operations. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized and recognized as an expense as the goods are delivered or the related services are performed. For outsourced research and development expenses, such as professional fees payable to third parties for preclinical studies, clinical trials and research services and other consulting costs, the Company estimates the expenses based on the services performed, pursuant to contracts with research institutions that conduct and manage preclinical studies, clinical trials and research services on the Company’s behalf. The Company estimates these expenses based on discussions with internal management personnel and external service providers as to the progress or stage of completion of services and the contracted fees to be paid for such services. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to third parties under these arrangements in advance of the performance of the related services by the third parties are recorded as prepaid expenses until the services are rendered. |
Income Taxes | Income Taxes The Company provides for income taxes under the asset and liability method. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards, and are measured using the enacted tax rates and laws that will be in effect when such items are expected to reverse. Deferred income tax assets are reduced, as necessary, by a valuation allowance when management determines it is more likely than not that some or all of the tax benefits will not be realized. The Company accounts for uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) 740-10, Accounting for Uncertainty in Income Taxes . The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. The Company includes any penalties and interest expense related to income taxes as a component of Interest and other income (expense), net, as necessary. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date, and establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. The Company determined the fair value of financial assets and liabilities using the fair value hierarchy that describes three levels of inputs that may be used to measure fair value, as follows: Level 1—Quoted prices in active markets for identical assets and liabilities; Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of accounts receivable, prepaid expenses, accounts payable, accrued liabilities and accrued compensation and benefits approximate fair value due to the short-term nature of these items. The fair value of the Company’s outstanding loan (See Note 7) is estimated using the net present value of the payments, discounted at an interest rate that is consistent with market interest rate, which is a Level 2 input. The estimated fair value of the Company’s outstanding loan approximates the carrying amount, as the loan bears a floating rate that approximates the market interest rate. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares. Basic net loss per share is the same as diluted net loss per share as the inclusion of all potentially dilutive securities would have been anti-dilutive given the net loss of the Company. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | A reconciliation of cash, cash equivalents, and restricted cash reported within the Company’s Balance Sheets to the amount reported within the accompanying Statements of Cash Flows was as follows: December 31, 2021 2020 2019 (in thousands) Cash and cash equivalents $ 30,414 $ 206,152 $ 4,960 Restricted cash 872 872 15 Total cash, cash equivalents and restricted $ 31,286 $ 207,024 $ 4,975 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities Measured on Recurring Basis | The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy: December 31, 2021 Total Level 1 Level 2 Level 3 (in thousands) Assets: Money market funds $ 29,451 $ 29,451 $ - $ - Commercial paper 22,580 - 22,580 - Corporate debt securities 74,861 - 74,861 - Equity securities 37,181 37,181 - - Asset-backed securities 32,957 - 32,957 - U.S. government securities 47,420 47,420 - - Supranational debt securities 21,300 - 21,300 - Total $ 265,750 $ 114,052 $ 151,698 $ - December 31, 2020 Total Level 1 Level 2 Level 3 (in thousands) Assets: Money market funds $ 204,632 $ 204,632 $ - $ - Commercial paper 42,208 - 42,208 - Corporate debt securities 25,716 - 25,716 - Equity securities 41,644 41,644 - - Asset-backed securities 12,632 - 12,632 - U.S. government securities 39,785 39,785 - - Total $ 366,617 $ 286,061 $ 80,556 $ - |
Cash Equivalents and Marketab_2
Cash Equivalents and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash Equivalents and Marketable Securities | Cash equivalents and marketable securities consisted of the following: December 31, 2021 Amortized Unrealized Unrealized Fair (in thousands) Money market funds $ 29,451 $ - $ - $ 29,451 Commercial paper 22,580 - - 22,580 Corporate debt securities 75,012 - ( 151 ) 74,861 Asset-based securities 32,975 - ( 18 ) 32,957 U.S. government securities 47,504 - ( 84 ) 47,420 Supranational debt securities 21,361 - ( 61 ) 21,300 Total 228,883 - ( 314 ) 228,569 Less amounts classified as cash equivalents ( 29,451 ) - - ( 29,451 ) Total marketable securities $ 199,432 $ - $ ( 314 ) $ 199,118 December 31, 2020 Amortized Unrealized Unrealized Fair (in thousands) Money market funds $ 204,632 $ - $ - $ 204,632 Commercial paper 42,208 - - 42,208 Corporate debt securities 25,669 48 ( 1 ) 25,716 Asset-based securities 12,593 39 - 12,632 U.S. government securities 39,743 44 ( 2 ) 39,785 Total 324,845 131 ( 3 ) 324,973 Less amounts classified as cash equivalents ( 204,632 ) - - ( 204,632 ) Total marketable securities $ 120,213 $ 131 $ ( 3 ) $ 120,341 |
Collaboration and License Agr_2
Collaboration and License Agreements and Supply Agreements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Summary of Recognized Revenue | In accordance with its agreements, the Company recognized revenue as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Bristol-Myers Squibb Company ("BMS") (1) $ 11,483 $ 11,407 $ 11,321 Merck Sharp & Dohme Corporation ("Merck") (2) 42,780 26,075 21,458 Merck KGaA, Darmstadt, Germany (operating in the United 4,576 5,042 8,879 Vaxcyte (3) 3,041 198 1,078 Total revenue $ 61,880 $ 42,722 $ 42,736 (1) In January 2019, BMS announced the entry into a definitive agreement to acquire Celgene and the transaction was completed in November 2019. (2) Merck was a related party until the closing of the Company's public offering on May 14, 2020. (3) Vaxcyte was a related party until the closing of its initial public offering on June 16, 2020. |
Summary of Deferred Revenue Balance | The following table presents the changes in the Company’s deferred revenue balance from its agreements during the year ended December 31, 2021: Year ended December 31, 2021 (in thousands) Deferred revenue—December 31, 2020 $ 20,703 Additions to deferred revenue 23,402 Recognition of revenue in current period ( 38,609 ) Deferred revenue—December 31, 2021 $ 5,496 |
2018 BMS Master Services Agreement | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Summary of Recognized Revenue | Revenues under the BMS Agreement and the 2018 BMS Master Services Agreement were as follows: Year ended December 31, 2021 2020 2019 (in thousands) Ongoing performance related to $ – $ 2,974 $ 3,936 Research and development services 940 646 571 Materials supply 10,543 7,787 6,814 Total revenue $ 11,483 $ 11,407 $ 11,321 |
2020 Merck Master Services Agreement | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Summary of Recognized Revenue | Revenues under the 2018 Merck Agreement and the 2020 Merck Master Services Agreement were as follows: Year ended December 31, 2021 2020 2019 (in thousands) Ongoing performance related to $ 35,098 $ 18,474 $ 14,736 Research and development services 2,666 5,485 3,578 Financing component on unearned revenue 610 1,852 3,144 Materials supply 4,406 264 – Total revenue $ 42,780 $ 26,075 $ 21,458 |
2019 EMD Serono Supply Agreement | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Summary of Recognized Revenue | Revenues under the EMD Serono agreements were as follows: Year ended December 31, 2021 2020 2019 (in thousands) Ongoing performance related to $ – $ – $ 2,266 Contingent payment / milestone earned 2,000 1,000 1,500 Research and development services 851 1,316 2,890 Materials supply 1,725 2,726 2,223 Total revenue $ 4,576 $ 5,042 $ 8,879 |
Supply Agreement | Vaxcyte, Inc. | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Summary of Recognized Revenue | Revenues under the Vaxcyte Supply Agreement were as follows: Year ended December 31, 2021 2020 2019 (in thousands) Research and development services $ 1,131 $ 184 $ – Materials supply 1,910 14 1,078 Total revenue $ 3,041 $ 198 $ 1,078 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net, consists of the following: December 31, 2021 2020 (in thousands) Computer equipment and software $ 1,353 $ 1,291 Furniture and office equipment 237 680 Laboratory equipment 30,231 30,814 Leasehold improvements 23,649 15,896 Construction in progress 506 1,081 Total 55,976 49,762 Less accumulated depreciation and amortization ( 33,426 ) ( 36,827 ) Total property and equipment, net $ 22,550 $ 12,935 |
Loan and Security Agreement (Ta
Loan and Security Agreement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt and Net Premium (Amortization) Balances | Long-term debt and net premium (amortization) balances are as follows: December 31, 2021 2020 (in thousands) Principal amount of debt $ 25,000 $ 25,000 Net premium / (amortization) associated with accretion of final payment and 113 ( 455 ) Debt, current and non-current 25,113 24,545 Less: Debt, current portion ( 9,375 ) - Debt, non-current portion $ 15,738 $ 24,545 |
Future Minimum Payments of Loan and Security Agreement | Future minimum payments of principal and estimated payments of interest on the Company’s Loan and Security Agreement as of December 31, 2021 are as follows: Year Ending December 31: Amount (in thousands) 2022 $ 11,166 2023 13,312 2024 4,126 Total future maturities 28,604 Less amount representing interest ( 2,646 ) Less final payment ( 958 ) Total principal amount of debt $ 25,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Components of Lease Costs | The components of lease costs, which the Company includes in operating expenses in the statements of operations, were as follows (in thousands): Year ended 2021 Operating lease cost $ 8,355 Short-term lease cost 117 Variable lease cost 2,089 Total lease cost $ 10,561 |
Schedule of Maturities of Operating Lease Liabilities | As of December 31, 2021, the maturities of the Company’s operating lease liabilities were as follows (in thousands): Year Ending December 31, Amount (in thousands) 2022 (1) $ 1,657 2023 8,002 2024 9,219 2025 9,533 2026 8,994 Thereafter 8,289 Total lease payments 45,694 Less: imputed interest ( 13,433 ) Operating lease liabilities 32,261 Less: current portion ( 1,037 ) Total lease liabilities, non-current $ 31,224 (1) Includes approximately $ 5.2 million in potential financial benefit to the Company of base rent abatement to be provided by sublessor for months 7 – 18 of the sublease period, subject to certain terms contained in the Sublease. Under the historical guidance of ASC 840, the deferred rent balance on December 31, 2020 totaled $ 1.3 million and the future minimum lease payments for the Company's operating leases on December 31, 2020 were as follows (in thousands): Year Ending December 31, Amount (in thousands) 2021 $ 5,742 2022 (1) 5,183 2023 6,310 2024 7,476 2025 and beyond 24,034 Total future minimum lease payments $ 48,745 (1) Excludes approximately $ 5.2 million in potential financial benefit to the Company of base rent abatement to be provided by sublessor for months 7 – 18 of the sublease period, subject to certain terms contained in the Sublease. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | As of December 31, 2021 and 2020, the Company had reserved common stock, on an if-converted basis, for issuance as follows: December 31, 2021 2020 Common stock options issued and outstanding 6,512,086 5,439,295 Common stock awards issued and outstanding 2,403,826 666,375 Remaining shares reserved for issuance under 2018 Equity 1,504,641 1,710,824 Shares reserved for issuance under 2018 Employee 673,251 361,539 Warrants to purchase common stock 127,616 153,070 Total 11,221,420 8,331,103 |
Equity Incentive Plans, Emplo_2
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Option Activity | The following table summarizes option activities under the Company’s 2004 Plan, 2018 Plan and 2021 Plan: Outstanding Weighted- Weighted- Aggregate Balances at December 31, 2020 5,439,295 $ 11.93 7.75 $ 53,202 Granted 1,449,834 $ 20.27 Exercised ( 237,370 ) $ 10.47 Canceled/Forfeited ( 139,673 ) $ 10.94 Balances at December 31, 2021 6,512,086 $ 13.86 7.39 $ 14,955 Exercisable at December 31, 2021 3,866,289 $ 12.91 6.63 $ 9,170 |
Schedule of Employee Stock Options Valuation | For determining stock-based compensation expense, the fair-value-based measurement of each employee stock option was estimated as of the date of grant using the Black-Scholes option pricing model with assumptions as follows: Year Ended December 31, 2021 2020 2019 Expected term (in years) 5.3 - 6.1 3.1 - 7.0 4.5 - 7.0 Expected volatility 80.9 %- 84.9 % 73.2 %- 87.4 % 72.7 %- 74.9 % Risk-free interest rate 0.6 %- 1.3 % 0.2 %- 1.6 % 1.4 %- 2.6 % Expected dividend - - - |
Summary of Status and Activity of Non-vested RSUs | A summary of the status and activity of non-vested RSUs for the year ended December 31, 2021 is as follows: Number of Weighted Non-vested December 31, 2020 666,375 $ 9.83 Granted 2,094,250 20.31 Released ( 238,724 ) 11.23 Canceled ( 118,075 ) 17.66 Non-vested December 31, 2021 2,403,826 $ 18.43 |
Schedule of Fair Value of ESPP Shares Using Option Pricing Model | For the years ended December 31, 2021, 2020 and 2019, the fair value of ESPP shares was estimated using the following assumptions: Year Ended December 31, 2021 2020 2019 Expected term (in years) 0.5 0.5 0.5 Expected volatility 65.9 - 111.4 % 63.0 %- 111.4 % 63.0 %- 83.2 % Risk-free interest rate 0.1 % 0.1 %- 1.9 % 1.9 %- 2.5 % Expected dividend - - - |
Schedule of Stock-Based Compensation Expense Recognized | Total stock-based compensation expense recognized was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Research and development expense: Stock options $ 2,208 $ 1,405 $ 903 Restricted stock units 4,280 770 623 ESPP 638 512 389 Subtotal 7,126 2,687 1,915 General and administrative expense: Stock options 11,045 7,098 6,815 Restricted stock units 4,920 2,021 1,464 ESPP 150 111 118 Subtotal 16,115 9,230 8,397 Total $ 23,241 $ 11,917 $ 10,312 |
Summary of the Status of Call Options | A summary of the status of the call options at December 31, 2021 and 2020 is as follows: December 31, 2021 December 31, 2020 Shares Shares Options vested and exercised 262,279 257,834 Options vested and outstanding - - Options unvested and outstanding 4,445 8,890 Total options granted 266,724 266,724 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Tax Rate of Provision (Benefit) for Income Taxes | The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % State tax - ( 0.1 ) - Change in valuation allowance ( 24.7 ) ( 34.7 ) ( 22.7 ) Tax credits 3.7 9.3 4.9 Stock compensation ( 0.2 ) ( 1.9 ) ( 1.3 ) ASC 606 adoption - - ( 3.9 ) Other 0.2 6.1 2.0 Total 0.0 % ( 0.3 )% 0.0 % |
Schedule of Components of Deferred Tax Assets | The components of the Company’s deferred tax assets consist of the following: December 31 2021 2020 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 67,719 $ 47,549 Research and development credits 31,864 25,175 Deferred revenue - 3,629 Accruals and other 3,973 2,965 Operating lease liability 7,266 - Stock based compensation 3,910 3,495 Fixed asset basis 1,008 917 Total deferred tax assets 115,740 83,730 Less: valuation allowance ( 100,646 ) ( 74,432 ) Gross deferred tax assets 15,094 9,298 Deferred tax liabilities: Operating lease right-of-use asset ( 6,716 ) - Vaxcyte investment ( 8,378 ) ( 9,298 ) Total deferred tax liabilities ( 15,094 ) ( 9,298 ) Total net deferred tax assets $ - $ - |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: December 31 2021 2020 2019 (in thousands) Gross unrecognized tax benefit at January 1 $ 4,902 $ 3,783 $ 2,795 Additions for tax positions taken in the current year 1,492 1,090 1,005 Additions / (Reductions) for tax positions of prior years 15 29 ( 17 ) Gross unrecognized tax benefit at December 31 $ 6,409 $ 4,902 $ 3,783 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Company's Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per share. Year Ended December 31, 2021 2020 2019 (in thousands, except share and per share amounts) Numerator: Net loss $ ( 105,538 ) $ ( 32,128 ) $ ( 55,744 ) Denominator: Shares used in computing net loss per share 46,119,089 32,573,469 22,958,577 Net loss per share, basic and diluted $ ( 2.29 ) $ ( 0.99 ) $ ( 2.43 ) |
Summary of Common Stock Equivalents of Antidilutive Securities Excluded from Computation of Diluted Net Loss per Share | The following common stock equivalents were excluded from the computation of diluted net loss per share for the years ended December 31, 2021, 2020 and 2019 because including them would have been antidilutive: Year Ended December 31, 2021 2020 2019 Common stock options issued and outstanding 6,512,086 5,439,295 3,872,664 Restricted stock units issued and outstanding 2,403,826 666,375 335,799 Warrants to purchase common stock 127,616 153,070 71,813 Shares to be issued under ESPP 54,759 55,299 41,421 Total 9,098,287 6,314,039 4,321,697 |
Organization and Principal Ac_2
Organization and Principal Activities - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Date of incorporation | Apr. 21, 2003 | |
Headquartered in | South San Francisco | |
Headquartered in state | CA | |
Number of operating segments | Segment | 1 | |
Accumulated deficit | $ 333,411 | $ 227,873 |
Unrestricted cash, cash equivalents and marketable securities | $ 229,500 | |
Substantial doubt about going concern, within one year | false | |
Minimum | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Period from issuance date of unaudited interim condensed financial statements | 12 months |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease right-of-use assets | $ 29,041,000 | $ 29,700,000 | ||
Operating lease liabilities current | 1,037,000 | 2,900,000 | ||
Total lease liabilities, non-current | 31,224,000 | 27,800,000 | ||
Restricted cash | 872,000 | $ 872,000 | $ 15,000 | |
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 | |
Accounting Standards Update 2016-13 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Change in accounting principle, accounting standards update, adoption date | Sep. 30, 2021 | |||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||
Accounting Standards Update 2016-02 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Change in accounting principle, accounting standards update, adoption date | Jul. 1, 2021 | |||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||
Deferred rent derecognized | 1,300,000 | |||
Prepaid rent derecognized | $ 300,000 | |||
Accounting Standards Update 2014-09 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2019 | |||
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment useful lives | 3 years | |||
Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment useful lives | 5 years |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 30,414 | $ 206,152 | $ 4,960 |
Restricted cash | 872 | 872 | 15 |
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 31,286 | $ 207,024 | $ 4,975 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Total | $ 265,750,000 | $ 366,617,000 |
Level 1 | ||
Assets: | ||
Total | 114,052,000 | 286,061,000 |
Level 2 | ||
Assets: | ||
Total | 151,698,000 | 80,556,000 |
Level 3 | ||
Assets: | ||
Total | 0 | 0 |
Money Market Funds | ||
Assets: | ||
Total | 29,451,000 | 204,632,000 |
Money Market Funds | Level 1 | ||
Assets: | ||
Total | 29,451,000 | 204,632,000 |
Commercial Paper | ||
Assets: | ||
Total | 22,580,000 | 42,208,000 |
Commercial Paper | Level 2 | ||
Assets: | ||
Total | 22,580,000 | 42,208,000 |
Corporate Debt Securities | ||
Assets: | ||
Total | 74,861,000 | 25,716,000 |
Corporate Debt Securities | Level 2 | ||
Assets: | ||
Total | 74,861,000 | 25,716,000 |
Equity Securities | ||
Assets: | ||
Total | 37,181,000 | 41,644,000 |
Equity Securities | Level 1 | ||
Assets: | ||
Total | 37,181,000 | 41,644,000 |
Asset-backed Securities | ||
Assets: | ||
Total | 32,957,000 | 12,632,000 |
Asset-backed Securities | Level 2 | ||
Assets: | ||
Total | 32,957,000 | 12,632,000 |
U.S. Government Securities | ||
Assets: | ||
Total | 47,420,000 | 39,785,000 |
U.S. Government Securities | Level 1 | ||
Assets: | ||
Total | 47,420,000 | $ 39,785,000 |
Supranational Debt Securities | ||
Assets: | ||
Total | 21,300,000 | |
Supranational Debt Securities | Level 2 | ||
Assets: | ||
Total | $ 21,300,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Estimated fair value of equity securities | $ 37,181,000 | $ 41,644,000 |
Unrealized (loss) gain on equity securities | (4,454,000) | 41,498,000 |
Vaxcyte, Inc. | Vaxcyte Common Stock | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Estimated fair value of equity securities | 37,200,000 | 41,600,000 |
Unrealized (loss) gain on equity securities | (4,500,000) | 41,500,000 |
Vaxcyte, Inc. | Vaxcyte Common Stock | Payment Received for Option Exercises and Revaluation of Prior Preferred Stock Warrant Converted to Common Stock | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized (loss) gain on equity securities | $ 9,000 | $ 146,000 |
Vaxcyte, Inc. | Equity Securities | Vaxcyte Common Stock | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Number of shares held | 1,562,879 | 1,567,324 |
Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Securities held | $ 265,750,000 | $ 366,617,000 |
Fair Value Measurements Recurring | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Securities held | $ 0 | $ 0 |
Cash Equivalents and Marketab_3
Cash Equivalents and Marketable Securities - Schedule of Cash Equivalents and Marketable Securities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | $ 228,883,000 | $ 324,845,000 | |
Unrealized Gains | 131,000 | ||
Unrealized Losses | (314,000) | (3,000) | |
Fair Value | 228,569,000 | 324,973,000 | |
Less amounts classified as cash equivalents, Amortized Cost Basis | (30,414,000) | (206,152,000) | $ (4,960,000) |
Marketable Securities | |||
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | 199,432,000 | 120,213,000 | |
Unrealized Gains | 131,000 | ||
Unrealized Losses | (314,000) | (3,000) | |
Fair Value | 199,118,000 | 120,341,000 | |
Cash Equivalents | |||
Cash And Cash Equivalents [Line Items] | |||
Less amounts classified as cash equivalents, Amortized Cost Basis | (29,451,000) | (204,632,000) | |
Less amounts classified as cash equivalents, Fair Value | (29,451,000) | (204,632,000) | |
Money Market Funds | |||
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | 29,451,000 | 204,632,000 | |
Fair Value | 29,451,000 | 204,632,000 | |
Commercial Paper | |||
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | 22,580,000 | 42,208,000 | |
Fair Value | 22,580,000 | 42,208,000 | |
Corporate Debt Securities | |||
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | 75,012,000 | 25,669,000 | |
Unrealized Gains | 48,000 | ||
Unrealized Losses | (151,000) | (1,000) | |
Fair Value | 74,861,000 | 25,716,000 | |
Asset-backed Securities | |||
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | 32,975,000 | 12,593,000 | |
Unrealized Gains | 39,000 | ||
Unrealized Losses | (18,000) | ||
Fair Value | 32,957,000 | 12,632,000 | |
U.S. Government Securities | |||
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | 47,504,000 | 39,743,000 | |
Unrealized Gains | 44,000 | ||
Unrealized Losses | (84,000) | (2,000) | |
Fair Value | 47,420,000 | $ 39,785,000 | |
Supranational Debt Securities | |||
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | 21,361,000 | ||
Unrealized Losses | (61,000) | ||
Fair Value | $ 21,300,000 |
Cash Equivalents and Marketab_4
Cash Equivalents and Marketable Securities - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash And Cash Equivalents [Line Items] | |||
Long-term marketable securities | $ 68,775,000 | $ 0 | |
Investments in an unrealized loss position | 176,500,000 | 14,700,000 | |
Unrealized losses | 314,000 | 3,000 | |
Recognition of other-than-temporary impairment | $ 0 | $ 0 | $ 0 |
Maximum | |||
Cash And Cash Equivalents [Line Items] | |||
Marketable securities maturity period | 1 year | 1 year |
Collaboration and License Agr_3
Collaboration and License Agreements and Supply Agreements - Additional Information (Details) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Oct. 31, 2021USD ($) | Aug. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Feb. 29, 2020USD ($) | Sep. 30, 2019USD ($) | May 31, 2019USD ($) | Jul. 31, 2018USD ($)Program | Aug. 31, 2017Program | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Accounts receivable, reserve for credit losses | $ 0 | $ 0 | |||||||||||
BioNova Option Agreement | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Deferred revenue | 4,000,000 | 4,000,000 | |||||||||||
Initial licensing option payment | $ 4,000,000 | ||||||||||||
Maximum potential payments related to option exercise, development, regulatory, and commercial milestones | $ 200,000,000 | ||||||||||||
Minimum term of royalties receivable based on annual net sales | 10 years | ||||||||||||
Initial licensing option refundable payment | $ 4,000,000 | ||||||||||||
Additional payment required to exercise license option | $ 12,000,000 | ||||||||||||
2019 EMD Serono Supply Agreement | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Deferred revenue | 0 | 0 | $ 1,000,000 | ||||||||||
BMS Agreement | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Number of programs advancing through preclinical development | Program | 4 | ||||||||||||
Contingent payments | $ 275,000,000 | ||||||||||||
Deferred revenue | 0 | 0 | 0 | ||||||||||
2018 BMS Master Services Agreement | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Deferred revenue | 600,000 | 600,000 | 1,200,000 | ||||||||||
2018 Merck Agreement | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Deferred revenue | 900,000 | 900,000 | 18,500,000 | ||||||||||
Milestone payment receivable upon initiation of IND enabling toxicology study | $ 15,000,000 | ||||||||||||
2018 Merck Agreement | Merck Sharp & Dohme Corp | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Milestone payment received | 2,500,000 | ||||||||||||
Additional milestone payment received | 7,500,000 | ||||||||||||
Number of target programs | Program | 2 | ||||||||||||
Initial transaction price | $ 60,000,000 | ||||||||||||
Upfront payment received | 60,000,000 | ||||||||||||
Constrained variable consideration | 7,500,000 | ||||||||||||
Revenue recognized | 1,900,000 | ||||||||||||
Revenue recognition aggregate contingent payments eligible to receive | $ 500,000,000 | ||||||||||||
Milestone method revenue recognition description | If one or more products from the target program is developed for non-oncology or a single indication, the Company will be eligible for reduced aggregate milestone payments. In addition, the Company is eligible to receive tiered royalties ranging from mid-single digit to low teen percentages on the worldwide sales of any commercial products that may result from the collaboration | ||||||||||||
2018 Merck Agreement | Accounting Standards Update 2014-09 | Merck Sharp & Dohme Corp | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Total interest of unearned revenue | 7,300,000 | $ 7,300,000 | |||||||||||
2018 Merck Agreement | Future Services on Collaboration Joint Steering Committee ("JSC") | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Contingent payment received | 15,000,000 | ||||||||||||
Remaining contingent payment received | 300,000 | ||||||||||||
First Cytokine-Derivative Program | Merck Sharp & Dohme Corp | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Upfront payment received | $ 5,000,000 | ||||||||||||
Extended research term | 1 year | ||||||||||||
Transaction price | $ 65,000,000 | $ 65,000,000 | $ 60,000,000 | 80,000,000 | |||||||||
Constrained variable consideration | $ 5,000,000 | 15,000,000 | |||||||||||
2020 Merck Master Services Agreement | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Deferred revenue | 0 | 0 | 0 | ||||||||||
MDA Agreement | EMD Serono | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Contingent payment received | $ 1,500,000 | $ 2,000,000 | |||||||||||
Milestone payment received | $ 1,000,000 | ||||||||||||
Deferred revenue | $ 0 | 0 | 0 | ||||||||||
Maximum amount eligible to receive for each product developed | 52,500,000 | ||||||||||||
Supply Agreement | Vaxcyte, Inc. | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Reimbursements expenses | 8,900,000 | $ 500,000 | |||||||||||
Tasly License Agreement | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Minimum term of royalties receivable based on annual net sales | 10 years | ||||||||||||
Nonrefundable upfront payment receivable | $ 40,000,000 | 40,000,000 | |||||||||||
Maximum potential payments related to development regulatory commercialization contingent payments and milestones | 345,000,000 | 345,000,000 | |||||||||||
Reduction of research and development expenses recognized | $ 0 | ||||||||||||
Upfront payment revenue not recognized | $ 40,000,000 |
Collaboration and License Agr_4
Collaboration and License Agreements and Supply Agreements - Summary of Recognized Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | $ 61,880 | $ 42,722 | $ 42,736 |
Collaboration and License Agreements and Supply Agreements | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 61,880 | 42,722 | 42,736 |
Collaboration and License Agreements and Supply Agreements | Bristol-Myers Squibb Company ("BMS") | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 11,483 | 11,407 | 11,321 |
Collaboration and License Agreements and Supply Agreements | Merck Sharp & Dohme Corporation ("Merck") | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 42,780 | 26,075 | 21,458 |
Collaboration and License Agreements and Supply Agreements | Merck KGaA, Darmstadt, Germany "EMD Serono") | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 4,576 | 5,042 | 8,879 |
Collaboration and License Agreements and Supply Agreements | Vaxcyte, Inc. | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 3,041 | 198 | 1,078 |
BMS Agreement and the 2018 BMS Master Services Agreement | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Revenues | 11,483 | 11,407 | 11,321 |
BMS Agreement and the 2018 BMS Master Services Agreement | Ongoing Performance Related to Unsatisfied Performance Obligations | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Revenues | 2,974 | 3,936 | |
BMS Agreement and the 2018 BMS Master Services Agreement | Research and Development Services | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Revenues | 940 | 646 | 571 |
BMS Agreement and the 2018 BMS Master Services Agreement | Materials Supply | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Revenues | 10,543 | 7,787 | 6,814 |
2020 Merck Master Services Agreement | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 42,780 | 26,075 | 21,458 |
2020 Merck Master Services Agreement | Ongoing Performance Related to Unsatisfied Performance Obligations | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 35,098 | 18,474 | 14,736 |
2020 Merck Master Services Agreement | Research and Development Services | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 2,666 | 5,485 | 3,578 |
2020 Merck Master Services Agreement | Financing Component on Unearned Revenue | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 610 | 1,852 | 3,144 |
2020 Merck Master Services Agreement | Materials Supply | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 4,406 | 264 | |
2019 EMD Serono Supply Agreement | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 4,576 | 5,042 | 8,879 |
2019 EMD Serono Supply Agreement | Ongoing Performance Related to Unsatisfied Performance Obligations | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 2,266 | ||
2019 EMD Serono Supply Agreement | Contingent Payment / Milestone Earned | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 2,000 | 1,000 | 1,500 |
2019 EMD Serono Supply Agreement | Research and Development Services | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 851 | 1,316 | 2,890 |
2019 EMD Serono Supply Agreement | Materials Supply | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 1,725 | 2,726 | 2,223 |
Supply Agreement | Vaxcyte, Inc. | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 3,041 | 198 | 1,078 |
Supply Agreement | Vaxcyte, Inc. | Research and Development Services | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | 1,131 | 184 | |
Supply Agreement | Vaxcyte, Inc. | Materials Supply | |||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |||
Total revenue | $ 1,910 | $ 14 | $ 1,078 |
Collaboration and License Agr_5
Collaboration and License Agreements and Supply Agreements - Summary of Deferred Revenue Balance (Details) - Collaboration and License Agreements and Supply Agreements $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Deferred revenue | $ 20,703 |
Additions to deferred revenue | 23,402 |
Recognition of revenue in current period | (38,609) |
Deferred revenue | $ 5,496 |
Collaboration and License Agr_6
Collaboration and License Agreements and Supply Agreements - Performance Obligations - Additional Information (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 $ in Millions | Dec. 31, 2021USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 5.5 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total | $ 55,976 | $ 49,762 |
Less accumulated depreciation and amortization | (33,426) | (36,827) |
Total property and equipment, net | 22,550 | 12,935 |
Computer Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Total | 1,353 | 1,291 |
Furniture and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | 237 | 680 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | 30,231 | 30,814 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total | 23,649 | 15,896 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 506 | $ 1,081 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment, Net [Abstract] | |||
Depreciation and amortization expense | $ 4,844 | $ 4,297 | $ 4,777 |
Loan and Security Agreement - A
Loan and Security Agreement - Additional Information (Details) | Feb. 28, 2020USD ($)Installment$ / sharesshares | Aug. 31, 2017USD ($)Installment | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 01, 2018shares | Jul. 31, 2018USD ($) |
Debt Instrument [Line Items] | |||||||
Interest payable | $ 200,000 | $ 200,000 | |||||
Loan and accretion of debt discount | 600,000 | 500,000 | $ 200,000 | ||||
Interest expense, debt | $ 2,600,000 | $ 2,300,000 | $ 1,100,000 | ||||
Average interest rate | 8.07% | 8.08% | 8.72% | ||||
Two Thousand Seventeen Warrants | |||||||
Debt Instrument [Line Items] | |||||||
Estimated fair value portion of preferred stock | $ 300,000 | ||||||
Series E Redeemable Convertible Preferred Stock | |||||||
Debt Instrument [Line Items] | |||||||
Warrant to purchase stock | shares | 46,359 | ||||||
August 2017 Loan | Floating Rate | |||||||
Debt Instrument [Line Items] | |||||||
Interest charges on loan | 7.39% | ||||||
August 2017 Loan | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Interest charges on loan | 6.40% | ||||||
Description of interest charges on loan | the sum of the 30-day U.S. Dollar London Interbank Offered Rate (“LIBOR”) plus 6.40%. | ||||||
Loan and Security Agreement | Oxford Finance LLC and Silicon Valley Bank | |||||||
Debt Instrument [Line Items] | |||||||
Warrant to purchase stock | shares | 81,257 | ||||||
Exercise price per share | $ / shares | $ 9.23 | ||||||
Estimated fair value upon issuance of warrants | $ 600,000 | ||||||
Loan and Security Agreement | Oxford Finance LLC and Silicon Valley Bank | August 2017 Loan | |||||||
Debt Instrument [Line Items] | |||||||
Borrowed amount | $ 15,000,000 | ||||||
Loan and Security Agreement | Oxford Finance LLC and Silicon Valley Bank | August 2017 Loan | March 2019 | |||||||
Debt Instrument [Line Items] | |||||||
Number of monthly installments | Installment | 30 | ||||||
Payment terms, description | The loan was due in 30 monthly installments from March 2019 | ||||||
Repayment installment, start date, month and year | 2019-03 | ||||||
Repayment installment, end date, month and year | 2021-08 | ||||||
Frequency of interest-only payments | monthly payments | ||||||
Interest-only payments, maturity month and year | 2019-03 | ||||||
Loan and Security Agreement | Oxford Finance LLC and Silicon Valley Bank | Term A Loan | |||||||
Debt Instrument [Line Items] | |||||||
Borrowed amount | $ 25,000,000 | ||||||
Number of monthly installments | Installment | 24 | ||||||
Payment terms, description | The Term A Loan matures on March 1, 2024 (the “Maturity Date”) and will be interest-only through March 1, 2022, followed by 24 equal monthly payments of principal and interest. | ||||||
Interest charges on loan | 8.07% | ||||||
Description of interest charges on loan | The Term A Loan will bear interest at a floating per annum rate equal to the greater of (i) 8.07% or (ii) the sum of (a) the greater of (1) the thirty (30) day U.S. LIBOR rate reported in the Wall Street Journal on the last business day of the month that immediately precedes the month in which the interest will accrue or (2) 1.67%, plus (b) 6.40%. | ||||||
Term loan maximum borrowing capacity | $ 25,000,000 | ||||||
Repayment of outstanding principal amount | $ 9,600,000 | ||||||
Debt instrument, maturity date | Mar. 1, 2024 | ||||||
Debt instrument interest only payments maturity date | Mar. 1, 2022 | ||||||
Floor percent of thirty days libor | 1.67% | ||||||
Final payment fee percentage | 3.83% | ||||||
Interest payable | $ 1,000,000 | ||||||
Principal amount Prepayment amount percentage to be paid before first anniversary | 3.00% | ||||||
Principal amount Prepayment amount percentage to be paid between first and second anniversary | 2.00% | ||||||
Principal amount Prepayment amount percentage to be paid to be paid thereafter and prior to maturity | 1.00% | ||||||
Loan and Security Agreement | Oxford Finance LLC and Silicon Valley Bank | Term A Loan | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Interest charges on loan | 6.40% |
Loan and Security Agreement - L
Loan and Security Agreement - Long-term Debt and Net Premium (Amortization) Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instruments [Abstract] | ||
Principal amount of debt | $ 25,000 | $ 25,000 |
Net premium / (amortization) associated with accretion of final payment and other debt issuance costs | 113 | (455) |
Debt, current and non-current | 25,113 | 24,545 |
Less: Debt, current portion | (9,375) | |
Debt, non-current | $ 15,738 | $ 24,545 |
Loan and Security Agreement - F
Loan and Security Agreement - Future Minimum Payments of Loan and Security Agreement (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Maturities of Long-term Debt [Abstract] | ||
2022 | $ 11,166 | |
2023 | 13,312 | |
2024 | 4,126 | |
Total future maturities | 28,604 | |
Less amount representing interest | (2,646) | |
Less final payment | (958) | |
Total principal amount of debt | $ 25,000 | $ 25,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($)ft² | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 31, 2021ft² | |
Loss Contingencies [Line Items] | ||||||
Aggregate estimated base rent payments due | $ 45,694 | |||||
Deferred rent | $ 1,340 | |||||
Rent expense | 4,700 | $ 3,600 | ||||
Operating lease expense | 8,400 | |||||
Operating lease payments | $ 6,200 | |||||
Operating lease, weighted average remaining lease term | 5 years 8 months 12 days | |||||
Operating lease, weighted average discount rate, percent | 10.80% | |||||
Sublease Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Security deposit | $ 900 | $ 900 | ||||
Sublease Agreement | Five Prime Therapeutics, Inc. (the “Sublessor”) | ||||||
Loss Contingencies [Line Items] | ||||||
Area of Sublease Premises | ft² | 115,466 | |||||
Lease expiration Date | Dec. 31, 2027 | |||||
Aggregate estimated base rent payments due | $ 39,100 | |||||
Lease base rent abatement | $ 5,200 | |||||
San Carlos Lease | California | ||||||
Loss Contingencies [Line Items] | ||||||
Lease extension period | 5 years | |||||
Lease expiration Date | Jul. 31, 2026 | |||||
Lease renewal term | 5 years | |||||
Aggregate estimated base rent payments due | $ 4,200 | |||||
Industrial Lease | California | ||||||
Loss Contingencies [Line Items] | ||||||
Lease extension period | 5 years | |||||
Lease expiration Date | Jun. 30, 2026 | |||||
Lease renewal term | 5 years | |||||
Aggregate estimated base rent payments due | $ 4,300 | |||||
Initial Premises | Sublease Agreement | Five Prime Therapeutics, Inc. (the “Sublessor”) | ||||||
Loss Contingencies [Line Items] | ||||||
Area of Sublease Premises | ft² | 85,755 | |||||
Expansion Premises | Sublease Agreement | Five Prime Therapeutics, Inc. (the “Sublessor”) | ||||||
Loss Contingencies [Line Items] | ||||||
Area of Sublease Premises | ft² | 29,711 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Components of Lease Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease cost | $ 8,355 |
Short-term lease cost | 117 |
Variable lease cost | 2,089 |
Total lease cost | $ 10,561 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |||
2022 | $ 1,657 | ||
2023 | 8,002 | ||
2024 | 9,219 | ||
2025 | 9,533 | ||
2026 | 8,994 | ||
Thereafter | 8,289 | ||
Total lease payments | 45,694 | ||
Less: imputed interest | (13,433) | ||
Operating lease liabilities | 32,261 | ||
Less: current portion | (1,037) | $ (2,900) | |
Total lease liabilities, non-current | $ 31,224 | $ 27,800 | |
2021 | $ 5,742 | ||
2022 | 5,183 | ||
2023 | 6,310 | ||
2024 | 7,476 | ||
2025 and beyond | 24,034 | ||
Total future minimum lease payments | $ 48,745 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Maturities of Operating Lease Liabilities (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | ||
Potential financial benefit base rent abatement | $ 5.2 | $ 5.2 |
Minimum | ||
Loss Contingencies [Line Items] | ||
Base rent abatement sublease period | 7 months | 7 months |
Maximum | ||
Loss Contingencies [Line Items] | ||
Base rent abatement sublease period | 18 months | 18 months |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - Maximum | Jun. 16, 2020 | May 14, 2020 |
Merck Sharp & Dohme Corp | Sutro Biopharma | ||
Related Party Transaction [Line Items] | ||
Equity interest percentage | 10.00% | |
Vaxcyte | ||
Related Party Transaction [Line Items] | ||
Percentage common stock ownership interest | 4.00% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Oct. 01, 2018 | Aug. 31, 2017 | Dec. 31, 2021 | Nov. 30, 2021 | Dec. 31, 2020 | Feb. 28, 2020 |
Stockholders Equity [Line Items] | ||||||
Voting rights per share | one vote per share | |||||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, outstanding | 0 | 0 | ||||
Common Stock Warrant | ||||||
Stockholders Equity [Line Items] | ||||||
Issuance of warrants to purchase shares | 9,308 | |||||
Loan and Security Agreement | Oxford Finance LLC | ||||||
Stockholders Equity [Line Items] | ||||||
Issuance of warrants to purchase shares | 54,171 | |||||
Loan and Security Agreement | Silicon Valley Bank | ||||||
Stockholders Equity [Line Items] | ||||||
Issuance of warrants to purchase shares | 27,086 | |||||
Loan and Security Agreement | Oxford Finance LLC and Silicon Valley Bank | ||||||
Stockholders Equity [Line Items] | ||||||
Issuance of warrants to purchase shares | 81,257 | |||||
Exercise price per share | $ 9.23 | |||||
Series E Redeemable Convertible Preferred Stock | ||||||
Stockholders Equity [Line Items] | ||||||
Issuance of warrants to purchase shares | 46,359 | |||||
Preferred stock, conversion basis | 1-for-0.0275 | |||||
Series C Redeemable Convertible Preferred Stock | ||||||
Stockholders Equity [Line Items] | ||||||
Issuance of warrants to purchase shares | 25,453 | |||||
Exercise price per share | $ 12.9649 | |||||
Preferred stock, conversion basis | 1-for-0.0370 | |||||
Cancellation of redeemable convertible preferred warrants | 1,232,220 | |||||
Conversion of warrants to purchase of shares of common stock | 687,928 | |||||
Warrant exercisable date | Dec. 31, 2020 | |||||
Oxford Finance LLC and Silicon Valley Bank | Series D Two Redeemable Convertible Preferred Stock | Loan and Security Agreement | ||||||
Stockholders Equity [Line Items] | ||||||
Issuance of warrants to purchase shares | 682,230 | |||||
Exercise price per share | $ 0.6596 | |||||
Oxford Finance LLC and Silicon Valley Bank | Series E Redeemable Convertible Preferred Stock | Loan and Security Agreement | ||||||
Stockholders Equity [Line Items] | ||||||
Issuance of warrants to purchase shares | 1,682,871 | |||||
Exercise price per share | $ 0.2674 | |||||
Term of warrant exercisable | 10 years |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders Equity [Line Items] | ||
Reserved common stock | 11,221,420 | 8,331,103 |
Common Stock Options Issued and Outstanding | ||
Stockholders Equity [Line Items] | ||
Reserved common stock | 6,512,086 | 5,439,295 |
Common Stock Awards Issued and Outstanding | ||
Stockholders Equity [Line Items] | ||
Reserved common stock | 2,403,826 | 666,375 |
Remaining Shares Reserved for Issuance under 2018 Equity Incentive Plan and 2021 Equity Inducement Plan | ||
Stockholders Equity [Line Items] | ||
Reserved common stock | 1,504,641 | 1,710,824 |
Shares Reserved for Issuance Under 2018 Employee Stock Purchase Plan | ||
Stockholders Equity [Line Items] | ||
Reserved common stock | 673,251 | 361,539 |
Warrants to Purchase Common Stock | ||
Stockholders Equity [Line Items] | ||
Reserved common stock | 127,616 | 153,070 |
Equity Incentive Plans, Emplo_3
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation - Additional Information (Details) - USD ($) | Sep. 25, 2018 | Aug. 31, 2019 | Sep. 30, 2018 | Feb. 28, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 04, 2021 | Jan. 01, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Reserved common stock | 11,221,420 | 8,331,103 | |||||||
Aggregate intrinsic value of stock options exercised | $ 2,800,000 | $ 1,200,000 | $ 200,000 | ||||||
Expected dividend | 0.00% | ||||||||
Weighted-average estimated grant-date fair value of employee stock options granted | $ 14.24 | $ 5.59 | $ 6.71 | ||||||
Share-based compensation arrangement by share-based payment award options, shares granted | 266,724 | 266,724 | |||||||
Stock-based compensation expense | $ 23,241,000 | $ 11,917,000 | $ 10,312,000 | ||||||
Liability attributable to call option plan | $ 97,000 | $ 109,000 | |||||||
Restricted Stock Units | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares vesting period | 4 years | ||||||||
2018 Equity Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Reserved common stock | 2,300,000 | ||||||||
Annual increase period of common stock reserved for issuance | 10 years | ||||||||
Maximum number of shares issuable | 2,287,605 | ||||||||
2018 Equity Incentive Plan | Employee Stock Options | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total unrecognized compensation cost related to unvested granted | $ 24,700,000 | ||||||||
Remaining unrecognized compensation cost expected to be recognized over weighted-average period | 2 years 6 months | ||||||||
2018 Equity Incentive Plan | Restricted Stock Units | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total unrecognized compensation cost related to unvested granted | $ 36,300,000 | ||||||||
Remaining unrecognized compensation cost expected to be recognized over weighted-average period | 3 years 2 months 12 days | ||||||||
2018 Equity Incentive Plan | Employee Stock Purchase Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unrecognized stock-based compensation expense | $ 100,000 | ||||||||
2018 Equity Incentive Plan | Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Increase in stock reserved for issuance as percentage of capital stock outstanding on last day of preceding year | 5.00% | ||||||||
2018 Employee Stock Purchase Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Reserved common stock | 230,000 | ||||||||
Annual increase period of common stock reserved for issuance | 10 years | ||||||||
Maximum number of shares issuable | 2,300,000 | 145,809 | 195,992 | 131,939 | |||||
Shares available for grant | 673,251 | ||||||||
Shares available for grant, increase | 457,521 | ||||||||
2018 Employee Stock Purchase Plan | Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Increase in stock reserved for issuance as percentage of capital stock outstanding on last day of preceding year | 1.00% | ||||||||
Call Option Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 97,000 | $ 109,000 | $ 78,000 | ||||||
Other income (expense) | $ 109,000 | $ (76,000) | $ (153,000) | ||||||
Call Option Plan | Option Granted in February 2017 | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award options, shares granted | 248,944 | ||||||||
Call options expiration period | 1 year | ||||||||
Call Option Plan | Option Granted in August 2019 | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award options, shares granted | 17,780 | ||||||||
Call options expiration period | 1 year | ||||||||
Call Option Plan | January 1 , 2017 | Option Granted in February 2017 | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Call options vesting percentage | 25.00% | ||||||||
Call Option Plan | January 1 , 2018 | Option Granted in February 2017 | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Call options vesting percentage | 25.00% | ||||||||
Call Option Plan | January 1 , 2019 | Option Granted in February 2017 | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Call options vesting percentage | 25.00% | ||||||||
Call Option Plan | January 1 , 2019 | Option Granted in August 2019 | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Call options vesting percentage | 25.00% | ||||||||
Call Option Plan | January 1 , 2020 | Option Granted in February 2017 | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Call options vesting percentage | 25.00% | ||||||||
Call Option Plan | January 1 , 2020 | Option Granted in August 2019 | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Call options vesting percentage | 25.00% | ||||||||
Call Option Plan | January 1 , 2021 | Option Granted in August 2019 | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Call options vesting percentage | 25.00% | ||||||||
Call Option Plan | January 1 , 2022 | Option Granted in August 2019 | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Call options vesting percentage | 25.00% | ||||||||
Call Option Plan | Vaxcyte, Inc. | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Reserved common stock | 266,724 | ||||||||
2021 Equity Inducement Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Reserved common stock | 750,000 | ||||||||
2018 Equity Incentive Plan and 2021 Equity Inducement Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares available for grant | 1,504,641 |
Equity Incentive Plans, Emplo_4
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Outstanding Options Granted | 266,724 | 266,724 |
Outstanding Options Exercised | (262,279) | (257,834) |
2004 Plan, 2018 Plan and 2021 Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Outstanding Options, Beginning Balance | 5,439,295 | |
Outstanding Options Granted | 1,449,834 | |
Outstanding Options Exercised | (237,370) | |
Outstanding Options Canceled or Forfeited | (139,673) | |
Outstanding Options, Ending Balance | 6,512,086 | 5,439,295 |
Outstanding Options Exercisable | 3,866,289 | |
Weighted - Average Exercise Price, Beginning Balance | $ 11.93 | |
Weighted - Average Exercise Price, Granted | 20.27 | |
Weighted - Average Exercise Price, Exercised | 10.47 | |
Weighted - Average Exercise Price, Canceled or Forfeited | 10.94 | |
Weighted - Average Exercise Price, Ending Balance | 13.86 | $ 11.93 |
Weighted - Average Exercise Price, Exercisable | $ 12.91 | |
Weighted - Average Remaining Contract Term | 7 years 4 months 20 days | 7 years 9 months |
Weighted - Average Remaining Contract Term, Exercisable | 6 years 7 months 17 days | |
Aggregate Intrinsic Value, Balance | $ 14,955 | $ 53,202 |
Aggregate Intrinsic Value, Exercisable | $ 9,170 |
Equity Incentive Plans, Emplo_5
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation - Schedule of Employee Stock Options Valuation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Line Items] | |||
Expected volatility, Minimum | 80.90% | 73.20% | 72.70% |
Expected volatility, Maximum | 84.90% | 87.40% | 74.90% |
Risk-free interest rate, Minimum | 0.60% | 0.20% | 1.40% |
Risk-free interest rate, Maximum | 1.30% | 1.60% | 2.60% |
Expected dividend | 0.00% | ||
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Line Items] | |||
Expected term (in years) | 5 years 3 months 18 days | 3 years 1 month 6 days | 4 years 6 months |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Line Items] | |||
Expected term (in years) | 6 years 1 month 6 days | 7 years | 7 years |
Equity Incentive Plans, Emplo_6
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation - Summary of Status and Activity of Non-vested RSUs (Details) - Restricted Stock Units | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of shares | |
Non-vested, Beginning Balance | shares | 666,375 |
Granted | shares | 2,094,250 |
Released | shares | (238,724) |
Canceled | shares | (118,075) |
Non-vested, Ending Balance | shares | 2,403,826 |
Weighted Average Grant-Date Fair Value | |
Non-vested, Beginning balance | $ / shares | $ 9.83 |
Granted | $ / shares | 20.31 |
Released | $ / shares | 11.23 |
Canceled | $ / shares | 17.66 |
Non-vested, Ending Balance | $ / shares | $ 18.43 |
Equity Incentive Plans, Emplo_7
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation - Schedule of Fair Value of ESPP Shares Using Option Pricing Model (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility, Minimum | 80.90% | 73.20% | 72.70% |
Expected volatility, Maximum | 84.90% | 87.40% | 74.90% |
Risk-free interest rate, Minimum | 0.60% | 0.20% | 1.40% |
Risk-free interest rate, Maximum | 1.30% | 1.60% | 2.60% |
Expected dividend | 0.00% | ||
2018 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | 6 months | 6 months |
Expected volatility, Minimum | 65.90% | 63.00% | 63.00% |
Expected volatility, Maximum | 111.40% | 111.40% | 83.20% |
Risk-free interest rate | 0.10% | ||
Risk-free interest rate, Minimum | 0.10% | 1.90% | |
Risk-free interest rate, Maximum | 1.90% | 2.50% |
Equity Incentive Plans, Emplo_8
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation - Schedule of Stock-Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 23,241 | $ 11,917 | $ 10,312 |
Research and Development Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 7,126 | 2,687 | 1,915 |
Research and Development Expense | Stock Options | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 2,208 | 1,405 | 903 |
Research and Development Expense | Restricted Stock Units | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 4,280 | 770 | 623 |
Research and Development Expense | ESPP | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 638 | 512 | 389 |
General and Administrative Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 16,115 | 9,230 | 8,397 |
General and Administrative Expense | Stock Options | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 11,045 | 7,098 | 6,815 |
General and Administrative Expense | Restricted Stock Units | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 4,920 | 2,021 | 1,464 |
General and Administrative Expense | ESPP | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 150 | $ 111 | $ 118 |
Equity Incentive Plans, Emplo_9
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation - Summary of the Status of Call Options (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Options vested and exercised | 262,279 | 257,834 |
Options unvested and outstanding | 4,445 | 8,890 |
Total options granted | 266,724 | 266,724 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | |||
Provision for income taxes | $ 0 | $ 100,000 | $ 0 |
Net increase in valuation allowance | $ 26,200,000 | 11,100,000 | 12,600,000 |
Limitations in use of net operating losses | Events which cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50%, as defined, over a three-year testing period. | ||
Period for cumulative ownership change | 3 years | ||
Unrecognized tax benefits if recognized that would impact effective tax rate | $ 6,400,000 | $ 4,900,000 | $ 3,800,000 |
Interest and penalties incurred | $ 0 | ||
Minimum | |||
Income Tax Disclosure [Line Items] | |||
Cumulative change in ownership percentage | 50.00% | ||
Federal | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 281,700,000 | ||
Operating loss carryforwards expiration year | 2032 | ||
Federal | Research and Development Expenses | |||
Income Tax Disclosure [Line Items] | |||
General business credits | $ 25,100,000 | ||
Tax credit carryforward expiration year | 2023 | ||
State | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 109,200,000 | ||
Operating loss carryforwards expiration year | 2030 | ||
State | Research and Development Expenses | |||
Income Tax Disclosure [Line Items] | |||
General business credits | $ 17,200,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate of Provision (Benefit) for Income Taxes (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
State tax | (0.10%) | ||
Change in valuation allowance | (24.70%) | (34.70%) | (22.70%) |
Tax credits | 3.70% | 9.30% | 4.90% |
Stock compensation | (0.20%) | (1.90%) | (1.30%) |
ASC 606 adoption | (3.90%) | ||
Other | 0.20% | 6.10% | 2.00% |
Total | 0.00% | (0.30%) | 0.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 67,719 | $ 47,549 |
Research and development credits | 31,864 | 25,175 |
Deferred revenue | 3,629 | |
Accruals and other | 3,973 | 2,965 |
Operating lease liability | 7,266 | |
Stock based compensation | 3,910 | 3,495 |
Fixed asset basis | 1,008 | 917 |
Total deferred tax assets | 115,740 | 83,730 |
Less: valuation allowance | (100,646) | (74,432) |
Gross deferred tax assets | 15,094 | 9,298 |
Deferred tax liabilities: | ||
Operating lease right-of-use asset | (6,716) | |
Vaxcyte investment | (8,378) | (9,298) |
Total deferred tax liabilities | (15,094) | (9,298) |
Total net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Gross unrecognized tax benefit beginning balance | $ 4,902 | $ 3,783 | $ 2,795 |
Additions for tax positions taken in the current year | 1,492 | 1,090 | 1,005 |
Additions / (Reductions) for tax positions of prior years | 15 | 29 | (17) |
Gross unrecognized tax benefit ending balance | $ 6,409 | $ 4,902 | $ 3,783 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Company's Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss | $ (105,538) | $ (32,128) | $ (55,744) |
Denominator: | |||
Shares used in computing net loss per share | 46,119,089 | 32,573,469 | 22,958,577 |
Net loss per share, basic and diluted | $ (2.29) | $ (0.99) | $ (2.43) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Common Stock Equivalents of Antidilutive Securities Excluded from Computation of Diluted Net Loss per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share | 9,098,287 | 6,314,039 | 4,321,697 |
Common Stock Options Issued and Outstanding | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share | 6,512,086 | 5,439,295 | 3,872,664 |
Restricted Stock Units Issued and Outstanding | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share | 2,403,826 | 666,375 | 335,799 |
Warrants to Purchase Common Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share | 127,616 | 153,070 | 71,813 |
Shares to be issued under ESPP | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share | 54,759 | 55,299 | 41,421 |