Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 23, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38129 | ||
Entity Registrant Name | Mersana Therapeutics, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 04-3562403 | ||
Entity Address, Address Line One | 840 Memorial Drive | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02139 | ||
City Area Code | 617 | ||
Local Phone Number | 498-0020 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | MRSN | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 363,809,750 | ||
Entity Common Stock, Shares Outstanding | 121,303,007 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement that will be filed for the 2024 Annual Meeting of Stockholders within 120 days of the end of the registrant’s fiscal year ended December 31, 2023 are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. | ||
Entity Central Index Key | 0001442836 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Boston, Massachusetts |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 174,561 | $ 128,885 |
Short-term marketable securities | 34,523 | 151,827 |
Accounts receivable | 0 | 30,000 |
Prepaid expenses and other current assets | 4,973 | 8,507 |
Total current assets | 214,057 | 319,219 |
Property and equipment, net | 3,831 | 3,985 |
Operating lease right-of-use assets | 7,694 | 10,475 |
Other assets, noncurrent | 478 | 661 |
Total assets | 226,060 | 334,340 |
Current liabilities: | ||
Accounts payable | 7,319 | 13,951 |
Accrued expenses | 21,898 | 43,184 |
Deferred revenue | 28,147 | 30,610 |
Operating lease liabilities | 3,252 | 2,798 |
Short-term debt | 2,083 | 0 |
Other current liabilities | 938 | 990 |
Total current liabilities | 63,637 | 91,533 |
Operating lease liabilities, noncurrent | 5,149 | 8,575 |
Long-term debt, net | 23,148 | 24,929 |
Deferred revenue, noncurrent | 97,167 | 117,043 |
Other liabilities, noncurrent | 55 | 203 |
Total liabilities | 189,156 | 242,283 |
Commitments (Note 15) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively | 0 | 0 |
Common stock, $0.0001 par value; 350,000,000 shares authorized; 120,711,745 and 105,144,864 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively | 12 | 11 |
Additional paid-in capital | 863,242 | 746,889 |
Accumulated other comprehensive income (loss) | 11 | (152) |
Accumulated deficit | (826,361) | (654,691) |
Total stockholders’ equity | 36,904 | 92,057 |
Total liabilities and stockholders’ equity | $ 226,060 | $ 334,340 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Stockholders' equity | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, shares issued (in shares) | 120,711,745 | 105,144,864 |
Common stock, shares outstanding (in shares) | 120,711,745 | 105,144,864 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Collaboration revenue | $ 36,855 | $ 26,581 | $ 43 |
Operating expenses: | |||
Research and development | 148,269 | 173,385 | 132,013 |
General and administrative | 59,543 | 56,963 | 36,888 |
Restructuring expenses | 8,713 | 0 | 0 |
Total operating expenses | 216,525 | 230,348 | 168,901 |
Other income (expense): | |||
Interest income | 12,073 | 2,883 | 65 |
Interest expense | (4,073) | (3,328) | (1,267) |
Total other income (expense), net | 8,000 | (445) | (1,202) |
Net loss | (171,670) | (204,212) | (170,060) |
Other comprehensive loss: | |||
Unrealized gain (loss) on marketable securities | 163 | (152) | 0 |
Comprehensive loss | (171,507) | (204,364) | (170,060) |
Net loss attributable to common stockholders - basic | (171,670) | (204,212) | (170,060) |
Net loss attributable to common stockholders - diluted | $ (171,670) | $ (204,212) | $ (170,060) |
Net loss per share attributable to common stockholders — basic (in dollars per share) | $ (1.48) | $ (2.18) | $ (2.41) |
Net loss per share attributable to common stockholders — diluted (in dollars per share) | $ (1.48) | $ (2.18) | $ (2.41) |
Weighted-average number of shares of common stock used in net loss per share attributable to common stockholders — basic (in shares) | 116,112,891 | 93,654,243 | 70,580,949 |
Weighted-average number of shares of common stock used in net loss per share attributable to common stockholders — diluted (in shares) | 116,112,891 | 93,654,243 | 70,580,949 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | At Market Equity Offering Program | Common Stock | Common Stock At Market Equity Offering Program | Additional Paid-in Capital | Additional Paid-in Capital At Market Equity Offering Program | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 68,841,288 | |||||||
Balance at beginning of period at Dec. 31, 2020 | $ 228,087 | $ 7 | $ 508,499 | $ 0 | $ (280,419) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock from at-the-market transactions, net of issuance costs (in shares) | 3,961,074 | |||||||
Issuance of common stock from at-the-market transactions, net of issuance costs | $ 43,087 | $ 43,087 | ||||||
Exercise of stock options (in shares) | 421,381 | |||||||
Exercise of stock options | 1,837 | 1,837 | ||||||
Vesting of restricted stock units, net of employee tax obligation (in shares) | 407,060 | |||||||
Vesting of restricted stock units | (259) | (259) | ||||||
Purchase of common stock under ESPP (in shares) | 78,253 | |||||||
Purchase of common stock under ESPP | 640 | 640 | ||||||
Stock-based compensation expense | 18,409 | 18,409 | ||||||
Net loss | (170,060) | (170,060) | ||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 73,709,056 | |||||||
Balance at end of period at Dec. 31, 2021 | 121,741 | $ 7 | 572,213 | 0 | (450,479) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock from at-the-market transactions, net of issuance costs (in shares) | 30,497,875 | |||||||
Issuance of common stock from at-the-market transactions, net of issuance costs | 150,762 | $ 4 | 150,758 | |||||
Exercise of stock options (in shares) | 414,914 | |||||||
Exercise of stock options | 1,331 | 1,331 | ||||||
Exercise of common stock warrant (in shares) | 16,654 | |||||||
Vesting of restricted stock units, net of employee tax obligation (in shares) | 235,591 | |||||||
Purchase of common stock under ESPP (in shares) | 270,774 | |||||||
Purchase of common stock under ESPP | 1,065 | 1,065 | ||||||
Stock-based compensation expense | 21,522 | 21,522 | ||||||
Other comprehensive income (loss) | (152) | (152) | ||||||
Net loss | (204,212) | (204,212) | ||||||
Balance at end of period (in shares) at Dec. 31, 2022 | 105,144,864 | |||||||
Balance at end of period at Dec. 31, 2022 | $ 92,057 | $ 11 | 746,889 | (152) | (654,691) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of common stock from at-the-market transactions, net of issuance costs (in shares) | 14,464,531 | |||||||
Issuance of common stock from at-the-market transactions, net of issuance costs | $ 93,670 | $ 1 | $ 93,669 | |||||
Exercise of stock options (in shares) | 102,596 | 102,596 | ||||||
Exercise of stock options | $ 427 | 427 | ||||||
Vesting of restricted stock units, net of employee tax obligation (in shares) | 618,246 | |||||||
Purchase of common stock under ESPP (in shares) | 381,508 | |||||||
Purchase of common stock under ESPP | 1,121 | 1,121 | ||||||
Stock-based compensation expense | 21,136 | 21,136 | ||||||
Other comprehensive income (loss) | 163 | 163 | ||||||
Net loss | (171,670) | (171,670) | ||||||
Balance at end of period (in shares) at Dec. 31, 2023 | 120,711,745 | |||||||
Balance at end of period at Dec. 31, 2023 | $ 36,904 | $ 12 | $ 863,242 | $ 11 | $ (826,361) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
At Market Equity Offering Program | |||
Issuance costs | $ 2,082 | $ 3,476 | $ 988 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net loss | $ (171,670) | $ (204,212) | $ (170,060) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 1,517 | 927 | 855 |
Net amortization of premiums and discounts on marketable securities | (4,569) | (1,462) | 0 |
Stock-based compensation | 21,136 | 21,522 | 18,409 |
Non-cash operating lease expense | 2,780 | 2,777 | 1,829 |
Other non-cash items | 687 | 763 | 723 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 30,000 | (30,000) | 0 |
Prepaid expenses and other current assets | 3,534 | 3,863 | (2,734) |
Other assets | 0 | 0 | (718) |
Accounts payable | (6,080) | 947 | 483 |
Accrued expenses | (20,935) | 13,594 | 12,570 |
Operating lease liabilities | (3,143) | (2,539) | (1,827) |
Deferred revenue | (22,139) | 143,709 | (43) |
Other liabilities | 0 | 748 | 525 |
Net cash used in operating activities | (168,882) | (49,363) | (139,988) |
Cash flows from investing activities | |||
Maturities of marketable securities | 277,970 | 97,000 | 0 |
Purchase of marketable securities | (155,919) | (247,519) | 0 |
Purchase of property and equipment | (2,168) | (2,197) | (648) |
Net cash provided by (used in) investing activities | 119,883 | (152,716) | (648) |
Cash flows from financing activities | |||
Proceeds from exercise of stock options | 427 | 1,331 | 1,837 |
Proceeds from purchases of common stock under ESPP | 1,121 | 1,065 | 640 |
Payment of employee tax obligations related to vesting of restricted stock units | 0 | 0 | (259) |
Proceeds from issuance of debt, net of issuance costs | (150) | 0 | 24,042 |
Repayment of debt | 0 | 0 | (5,486) |
Payments under finance lease obligations | (262) | (272) | (215) |
Net cash provided by financing activities | 94,675 | 153,017 | 63,646 |
Increase (decrease) in cash, cash equivalents and restricted cash | 45,676 | (49,062) | (76,990) |
Cash, cash equivalents and restricted cash, beginning of period | 129,363 | 178,425 | 255,415 |
Cash, cash equivalents and restricted cash, end of period | 175,039 | 129,363 | 178,425 |
Supplemental disclosures of non-cash activities: | |||
Purchases of property and equipment in accounts payable and accrued expenses | 132 | 753 | 0 |
Debt financing costs in accrued expenses | 0 | 150 | 0 |
Common stock issuance costs in accounts payable and accrued expenses | 0 | 131 | 0 |
Cash paid for interest | 3,380 | 2,463 | 429 |
Right-of-use assets obtained in exchange for operating lease liabilities | 0 | 298 | 3,783 |
Right-of-use assets obtained in exchange for financing lease liabilities | 0 | 0 | 609 |
At Market Equity Offering Program | |||
Cash flows from financing activities | |||
Net proceeds from at-the-market facilities | $ 93,539 | $ 150,893 | $ 43,087 |
Nature of business and basis of
Nature of business and basis of presentation | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of business and basis of presentation | Nature of business and basis of presentation Mersana Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on developing antibody-drug conjugates ("ADCs") that offer a clinically meaningful benefit for cancer patients with significant unmet need. The Company’s next-generation ADC platforms include Dolasynthen, which delivers a proprietary auristatin payload, and Immunosynthen, which delivers a proprietary stimulator of interferon genes ("STING") agonist payload. The Company is investigating XMT-1660, a B7-H4-directed Dolasynthen ADC, in a Phase 1 clinical trial enrolling patients with solid tumors, including in breast, endometrial and ovarian cancers. The Company initiated a Phase 1 clinical trial to investigate XMT-2056, an Immunosynthen STING-agonist ADC that is designed to target a novel epitope of human epidermal growth factor receptor 2 ("HER2"), in January 2023, enrolling previously treated patients with advanced/recurrent solid tumors expressing HER2, including breast, gastric, colorectal and non-small cell lung cancers. In March 2023, following a voluntary suspension of this clinical trial by the Company, this clinical trial was placed on clinical hold by the U.S. Food and Drug Administration ("FDA"), and the FDA lifted this clinical hold in October 2023. The Company also has two additional earlier stage preclinical candidates, XMT-2068 and XMT-2175, that leverage the Company's Immunosynthen platform. In July 2023, the Company announced top-line data from its Phase 2 UPLIFT clinical trial of upifitamab rilsodotin ("UpRi"), which did not meet its primary endpoint. In connection with this announcement, on July 27, 2023, the Company further announced that its primary focus moving forward would be on advancing product candidates and collaborations utilizing its next-generation ADC platforms, Dolasynthen and Immunosynthen. As a result, the Company wound down its UpRi-related development activities and its regulatory and commercial readiness efforts and terminated its UPGRADE-A and Phase 3 UP-NEXT clinical trials of UpRi, on which the FDA had placed a partial clinical hold in June 2023. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, the need for additional capital, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval and reimbursement for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development of technological innovations by competitors, reliance on third party manufacturers and the ability to transition from pilot-scale production to large-scale manufacturing of products. The Company has incurred cumulative net losses since inception. The Company’s net loss was $171.7 million, $204.2 million and $170.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company expects to continue to incur operating losses for at least the next several years. As of December 31, 2023, the Company had an accumulated deficit of $826.4 million. The future success of the Company is dependent on, among other factors, its ability to identify and develop its product candidates and ultimately upon its ability to attain profitable operations. The Company has devoted substantially all of its financial resources and efforts to research and development and general and administrative expense to support such research and development. Net losses and negative operating cash flows have had, and will continue to have, an adverse effect on the Company’s stockholders’ equity and working capital. The Company believes that its currently available funds will be sufficient to fund the Company’s operations through at least the next twelve months from the issuance of this Annual Report on Form 10-K. Management’s belief with respect to its ability to fund operations is based on estimates that are subject to risks and uncertainties. If actual results are different from management’s estimates, the Company may need to seek additional funding. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC"). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Updates ("ASU") of the Financial Accounting Standards Board ("FASB"). |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Principles of Consolidation The accompanying consolidated financial statements include those of the Company and its wholly owned subsidiary, Mersana Securities Corp. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the Company's consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenue, expenses and related disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company's management evaluates its estimates which include, but are not limited to, management's judgments with respect to the identification of performance obligations and standalone selling prices of those performance obligations within its revenue arrangements, accrued preclinical, manufacturing and clinical expenses, valuation of stock-based awards and income taxes. Actual results could differ from those estimates. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker, or decision making group, in deciding how to allocate resources and assess performance. The Company views its operations and manages its business as a single operating segment, which is the business of discovering and developing ADCs. Research and Development Research and development costs are expensed as incurred and include: • employee-related expenses, including salaries, bonuses, benefits, travel and stock-based compensation expense; • fees and expenses incurred under agreements with contract research organizations, investigative sites and other entities in connection with the conduct of preclinical studies, clinical trials and related services; • the cost of acquiring, developing and manufacturing ADC product candidates, clinical trial materials and other research and development materials; • fees and costs related to regulatory filings and activities; • costs associated with collaboration agreements and license fees and milestone payments related to license agreements; • costs associated with developing a NaPi2b diagnostic biomarker; • facilities, depreciation and other expenses, which include direct and allocated expenses for rent, utilities, maintenance of facilities, insurance and other supplies; and • other costs associated with clinical, preclinical, discovery and other research activities. Costs for certain development activities, such as preclinical studies, clinical trials and manufacturing development activities, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, and information provided to the Company by its vendors on their actual costs incurred or level of effort expended. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected on the consolidated balance sheets as prepaid or accrued preclinical, manufacturing and clinical expenses. Revenue Recognition The Company enters into collaboration agreements which are within the scope of ASC 606, Revenue from Contracts with Customers ("ASC 606"), under which the Company licenses rights to its technology and certain of the Company’s product candidates and performs research and development services for third parties. The terms of these arrangements typically include payment of one or more of the following: non-refundable, up-front fees; reimbursement of research and development costs; development, regulatory and commercial milestone payments; and royalties on net sales of licensed products. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of contract(s) with a customer; (ii) determination of whether the promised goods or services are performance obligations; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration to which it is entitled in exchange for the goods or services it transfers to the customer. The promised good or services in the Company’s arrangements typically consist of license rights to the Company’s intellectual property and research and development services. The Company also has optional additional items in contracts, which are considered marketing offers and are accounted for as separate contracts with the customer if such option is elected by the customer, unless the option provides a material right which would not be provided without entering into the contract. Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer. Promised goods or services are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources or (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on their own and the availability of the required expertise. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include both fixed consideration and variable consideration. At the inception of each arrangement that includes variable consideration and at each reporting period, the Company evaluates the amount of potential payment and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected value method to estimate the amount expected to be received based on which method better predicts the amount of consideration to which the Company will be entitled. If it is probable that a significant revenue reversal would not occur, the variable consideration is included in the transaction price. The Company assessed each of its revenue generating arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements because: (a) the promised consideration approximates the cash selling price of the promised goods and services; and (b) timing of payment approximates the transfer of goods and services and performance is over a relatively short period of time within the context of the entire term of the contract. The Company’s contracts often include development and regulatory milestone payments. At contract inception and at each reporting period, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not included in the transaction price. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration and other revenues and earnings in the period of adjustment. For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of the Company’s collaboration arrangements. The Company allocates the transaction price based on the estimated standalone selling price of the underlying performance obligations or in the case of certain variable consideration to one or more performance obligations. The Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs to complete the respective performance obligation. Certain variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated to each performance obligation are consistent with the amounts the Company would expect to receive for each performance obligation. For performance obligations consisting of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company will recognize revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. The Company receives payments from its customers based on billing schedules established in each contract. Such billings generally have 30-day terms. Up-front payments and fees are recorded as a contract liability (deferred revenue) upon receipt or when due until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the right to consideration is unconditional and only the passage of time is required before payment is due. If the right to consideration is subject to a condition other than the passage of time, then the amount is recorded as a contract asset until the right to payment becomes unconditional. In accordance with ASC 606, the Company presents contract assets and contract liabilities on a net basis by customer contract. Collaborative Arrangements The Company records the elements of its collaboration agreements that represent joint operating activities in accordance with ASC 808, Collaborative Arrangements ("ASC 808"). Accordingly, the elements of the collaboration agreements that represent activities in which both parties are active participants and to which both parties are exposed to the significant risks and rewards that are dependent on the commercial success of the activities, are recorded as collaborative arrangements. The Company also considers the guidance in ASC 606 by analogy in determining the appropriate treatment for the transactions between the Company and its collaborators and the transactions between the Company and third parties. Generally, the classification of transactions under the collaborative arrangements is determined based on the nature and contractual terms of the arrangement along with the nature of the operations of the participants. To the extent revenue is generated from a collaboration, the Company will recognize its share of the net sales on a gross basis if it is deemed to be the principal in the transactions with customers, or on a net basis if it is instead deemed to be the agent in the transactions with customers, consistent with the guidance in ASC 606. Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability between market participants at measurement dates. ASC 820, Fair Value Measurement , establishes a three-level valuation hierarchy for instruments measured at fair value. The hierarchy is based on the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Marketable Securities The Company’s investment strategy is focused on capital preservation. The Company invests in instruments that meet the credit quality standards outlined in the Company’s investment policy. Short-term marketable securities consist of investments in debt securities with maturities greater than three months and less than one year from the balance sheet date. The Company classifies all of its marketable securities as available-for-sale. Accordingly, these investments are recorded at fair value. Fair value is determined based on quoted market prices. Amortization and accretion of discounts and premiums are recorded as interest income within other income (expense), net. Realized gains and losses are included in other income (expense), net. The Company assesses its available-for-sale debt securities under the available-for-sale debt security impairment model in ASC 326, Financial Instruments - Credit Losses , as of each reporting date in order to determine if a portion of any decline in fair value below carrying value recognized on its available-for-sale debt securities is the result of a credit loss. The Company records credit losses in the consolidated statements of operations and comprehensive loss as a component of other income (expense), net, which is limited to the difference between the fair value and the amortized cost of the security. To date, the Company has not recorded any credit losses on its available-for-sale debt securities. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity, or a remaining maturity at the time of purchase, of three months or less to be cash equivalents. The Company invests excess cash primarily in money market funds, commercial paper and government agency securities, which are highly liquid and have strong credit ratings. These investments are subject to minimal credit and market risks. Cash and cash equivalents are stated at cost, which approximates market value. Accounting for Stock-based Compensation The Company accounts for its stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation ("ASC 718"). ASC 718 requires all stock-based payments to employees, directors and non-employees to be recognized as expense in the statements of operations based on their grant date fair values. The Company estimates the fair value of options granted using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires inputs based on certain subjective assumptions, including (a) the expected stock price volatility, (b) the calculation of expected term of the award, (c) the risk-free interest rate and (d) expected dividends. The expected stock price volatility is calculated based on a period of time commensurate with the expected term assumption. Historically, due to the lack of a public market for the Company's common stock prior to completion of its initial public offering and a lack of company-specific historical and implied volatility data, the Company based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The computation of expected volatility was based on the historical volatility of a representative group of companies with similar characteristics to the Company, including stage of product development and life science industry focus. During 2022, the Company began to estimate its volatility by using a blend of its stock price history for the length of time it has market data for its stock and the historical volatility of similar public companies for the expected term of each grant. During 2023, the Company began to estimate its volatility solely using its stock price history. The Company uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. For option grants with an expected term for which sufficient stock price history for the Company exists, expected stock price volatility is calculated using the average of volatilities for the period of the expected term prior to the grant date. For options granted to non-employees, the Company utilizes the contractual term of the option arrangement as the basis for the expected term assumption. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to do so. The Company determines the fair value of each restricted stock unit ("RSU") at its grant date based on the closing market price of the Company’s common stock on that date or, if the date of grant is not a day on which the Company's primary trading market was open, the immediately preceding trading day. For stock-based compensation subject to service-based vesting conditions, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock-based compensation on a straight-line basis over the requisite service period. The Company records forfeitures as a cumulative adjustment in the period in which they occur. Property and Equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of each asset as follows: Computer equipment, office equipment and software 3 years Laboratory equipment 5 years Leasehold improvements Shorter of useful life or life of lease Upon retirement or sale, the cost of the disposed assets and the related accumulated depreciation are eliminated from the balance sheet, and related gains or losses are reflected in the statements of operations and comprehensive loss. There were no material sales of assets during the years ended December 31, 2023, 2022 and 2021. The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. If the Company performs an impairment review to evaluate an asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the asset to its carrying value. If the carrying amount of the asset exceeds its estimated undiscounted future net cash flows, the Company recognizes an impairment charge in the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not recognize impairment charges during the years ended December 31, 2023, 2022 and 2021. Leases Consistent with ASC 842, Leases , the Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use lease assets ("ROU assets"), current portion of lease obligations and long-term lease obligations on the Company’s consolidated balance sheets. Assets subject to finance leases are included in property and equipment, and the related lease obligation is included in other current liabilities and other long-term liabilities on the Company’s consolidated balance sheets. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while expense for financing leases is recognized as depreciation expense and interest expense using the effective interest method. The Company has elected the short-term lease recognition exemption for short-term leases, which allows the Company not to recognize lease liabilities and ROU assets on the consolidated balance sheets for leases with an original term of twelve months or less. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease obligations represent the Company’s obligation to make lease payments arising from the lease. Operating lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Certain adjustments to the ROU asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the fixed rate at which the Company could borrow, on a collateralized basis, the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. The Company accounts for lease agreements with lease and non-lease components separately. Patent Costs The Company expenses patent application and related legal costs as incurred and classifies such costs as general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes ("ASC 740"), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. The Company determines its deferred tax assets and liabilities based on differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is more likely than not to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Comprehensive Income (Loss) Comprehensive income (loss) comprises net loss and other comprehensive loss. For the years ended December 31, 2023 and 2022, other comprehensive income (loss) consisted of changes in unrealized income and loss on marketable securities. For the year ended December 31, 2021, comprehensive loss equaled net loss. Concentration of Credit Risk and Off-balance Sheet Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. The Company does not believe that it is subject to any significant concentrations of credit risk from these financial instruments. The Company has no financial instruments with off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies, and the Company adopts such pronouncements as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards has had or may have a material impact on the Company's consolidated financial statements or disclosures. In November 2023, the FASB issued Accounting Standard Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the disclosure requirements related to the new standard. In December 2023, the FASB, issued Accounting Standard Update 2023-09, Improvements to Income Tax Disclosures , which requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the disclosure requirements related to the new standard. |
Collaboration agreements
Collaboration agreements | 12 Months Ended |
Dec. 31, 2023 | |
Collaboration agreements | |
Collaboration agreements | Collaboration agreements GSK On August 6, 2022, the Company entered into a Collaboration, Option and License Agreement (the "GSK Agreement") with GlaxoSmithKline Intellectual Property (No. 4) Limited ("GSK"), pursuant to which the Company granted GSK an exclusive option to obtain an exclusive license (the “Option”) to co-develop and to commercialize products containing XMT-2056 (the "Licensed Products"), exercisable within a specified time period (the “Option Period”) after the Company delivers to GSK data resulting from completion of dose escalation with enrichment for breast cancer patients in a Phase 1 single-agent clinical trial of XMT-2056. GSK’s exercise of the Option may require clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Clearance” and GSK’s exercise of the Option following any applicable HSR Clearance, the “GSK Option Exercise”). Prior to the GSK Option Exercise, the Company will lead and will be responsible for the costs of manufacturing, research, and early clinical development related to its XMT-2056 program. After the GSK Option Exercise, if any, GSK has the right to elect to manufacture XMT-2056, and GSK and the Company will co-develop XMT-2056 aimed at the approval of Licensed Product(s) in the United States and the European Union, with GSK being responsible for the majority of the development costs. GSK will be responsible for all development costs aimed solely at gaining approval outside the United States and European Union. Pursuant to the GSK Agreement, following the GSK Option Exercise and subject to certain exceptions and specified payment obligations, the Company’s aggregate shared development costs are capped at a fixed amount, with any amounts in excess to be borne by GSK unless and until the Company exercises its option to receive (or bear) a specified share of U.S. profits (or losses) for any Licensed Products (“Profit Share Election”). The excess development costs will accrue interest as specified in the GSK Agreement and will later either be repaid by the Company or offset against future regulatory and sales milestones or royalty payments that may become due to the Company. If the Company exercises its Profit Share Election, the cap on the Company’s share of development costs shall no longer apply, and the Company must pay any then-outstanding excess plus accrued interest costs. Additionally, if the Company exercises its Profit Share Election, it may also simultaneously elect to co-promote any Licensed Products in the United States. Pursuant to the GSK Agreement, GSK paid the Company a non-refundable, upfront fee of $100.0 million in August 2022. Following the GSK Option Exercise, if any, GSK is obligated to pay the Company an option exercise payment of $90.0 million (the "Option Payment"). The Company is eligible to receive future development, regulatory, and commercial milestone payments up to approximately $1.3 billion and, if the Company does not exercise its Profit Share Election, tiered royalties up to the mid-twenty percent range based on global sales of Licensed Products. Included in the aggregate milestone payments amount is $30 million that the Company is eligible to earn upon the satisfaction of early clinical development milestones that may occur prior to the GSK Option Exercise. If the Company exercises its Profit Share Election, the Company will be eligible to receive reduced development, regulatory, and commercial milestone payments and reduced royalty rates on sales outside of the United States. Whether or not the Company exercises its Profit Share Election, GSK will be responsible for certain milestone payments or royalties due to specified third parties with which the Company currently has agreements that relate to the XMT-2056 program. The GSK Agreement will terminate at the end of the Option Period if GSK does not exercise its Option. In the event of the GSK Option Exercise, unless earlier terminated, the GSK Agreement will continue in effect until the date on which the royalty term and all payment obligations with respect to all Licensed Products in all countries have expired. Accounting Analysis The Company assessed the GSK Agreement in accordance with ASC 606 and concluded that the contract counterparty, GSK, is a customer. The Company identified the following two material performance obligations under the GSK Agreement: (i) development activities, including manufacturing, research and early clinical development activities, necessary to deliver the package of data, information and materials specified in the GSK agreement (the "Development Activities") and (ii) the Option to co-develop and to commercialize Licensed Products (the "License Option"). The Company concluded that the Development Activities are one distinct performance obligation, as the underlying activities are not distinguishable in the context of the contract and are inputs to an integrated development program that will generate data and information providing value to GSK in determining whether to exercise the Option. The License Option is considered a material right as the value of the license exceeds the Option Payment, and is therefore a distinct performance obligation. In accordance with ASC 606, the Company determined that the initial transaction price under the GSK Agreement equals $100.0 million, consisting of the upfront, non-refundable and non-creditable payment paid by GSK. None of the early clinical development milestones that may occur prior to the GSK Option Exercise have been included in the initial transaction price, as all milestone amounts were fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including stage of development and the remaining risks associated with the development required to achieve the milestones, as well as whether the achievement of the milestones is outside the control of the Company or GSK. The GSK Option payment is excluded from the initial transaction price at contract inception along with any future development, regulatory, and commercial milestone payments (including royalties) following the GSK Option Exercise. Consistent with the allocation objective under ASC 606, the Company allocated the $100.0 million fixed upfront payment in the transaction price to the Development Activities and the License Option based on each performance obligation’s relative standalone selling price. The standalone selling price for the Development Activities was calculated using a cost-plus margin approach for the estimated pre-option development timeline. For the standalone selling price of the License Option, the Company utilized an income-based approach which included the following key assumptions: post-option development timeline and costs, revenue forecast, discount rates and probabilities of technical and regulatory success. The Company is recognizing revenue related to the Development Activities performance obligation over the estimated period of the pre-option development using a proportional performance model as the underlying activities are performed. Th e C ompany measures proportional performance based on the costs incurred relative to the total costs expected to be incurred. The Company deferred revenue recognition related to the License Option. If the License Option is exercised and GSK obtains an exclusive license, the Company will recognize revenue as it fulfills its obligations under the GSK Agreement. If the Option is not exercised, the Company will recognize the entirety of the revenue in the period when the Option expires. During the years ended December 31, 2023 and 2022, the Company recorded collaboration revenue of $3.4 million and $2.0 million, respectively, related to its efforts under the GSK Agreement. As of December 31, 2023 and 2022 , the Company had recorded $94.6 million and $98.0 million, respectively, in deferred revenue related to the unsatisfied performance obligations under the GSK Agreement. This deferred revenue will be recognized over the remaining performance period and classified as current or noncurrent on the consolidated balance sheets based upon the expected timing of satisfaction of the performance obligations. Johnson & Johnson In February 2022, the Company entered into a research collaboration and license agreement with Janssen Biotech Inc. ("Johnson & Johnson" and such agreement, as amended on July 14, 2023 and September 25, 2023, the "Johnson & Johnson Agreement") focused on the research, development and commercialization of novel ADCs for three oncology targets by leveraging Mersana’s ADC expertise and Dolasynthen platform with Johnson & Johnson’s proprietary antibodies. Upon execution of the Johnson & Johnson Agreement, the Company received a non-refundable upfront payment of $40.0 million from Johnson & Johnson. Pursuant to the Johnson & Johnson Agreement, the Company granted Johnson & Johnson two exclusive, nontransferable, worldwide licenses - a research license and a commercialization license (together, the "Johnson & Johnson Licenses"). The research license that forms a part of the Johnson & Johnson Licenses provides Johnson & Johnson, on a target-by-target basis, rights under the Company’s technology and the Company’s interest in the technology developed jointly through the collaboration solely to conduct Johnson & Johnson’s activities under the research and Chemistry, Manufacturing and Controls ("CMC") plans with respect to each target. The commercialization license that forms a part of the Johnson & Johnson Licenses is a royalty-bearing license granted on a target-by-target basis under the Company’s technology and the Company’s interest in the technology developed jointly through the collaboration to develop, manufacture, commercialize and otherwise exploit licensed ADCs and any licensed products containing licensed ADCs directed toward a target. Johnson & Johnson may select up to three targets and may substitute each target once prior to a substitution deadline. Johnson & Johnson is not required to pay a fee for its first substitution right, but must pay a one-time fee for access to the subsequent substitution rights following its exercise of its second substitution right. During the year ended December 31, 2023, Johnson & Johnson exercised its first substitution right for a certain target. Pursuant to mutually agreed research and CMC plans, the Company agreed to perform bioconjugation, production development, preclinical manufacturing, and certain related research and preclinical development activities, in order to progress the targets through investigational new drug application ("IND") submission for further development, manufacture and commercialization by Johnson & Johnson. Johnson & Johnson will have sole responsibility for IND-enabling studies, IND submission, clinical development, regulatory activities and commercialization of the licensed ADCs. Both the Company and Johnson & Johnson will have equal representation on a Joint Research Committee and Joint Manufacturing Committee to oversee the research and CMC activities. The Company estimates that its activities under the research plans for the targets will be performed into 2025. Johnson & Johnson is required to pay for the Company's CMC activities at agreed upon rates. Assuming successful development and commercialization of all three targets by Johnson & Johnson, the Company is eligible to receive up to $505 million in development and regulatory milestones and $530 million in sales milestones, as well as tiered mid single-digit to low double-digit royalties on aggregate net sales of the ADC products. Unless earlier terminated, the Johnson & Johnson Agreement will expire upon the expiration of the last royalty term for a product under the Johnson & Johnson Agreement. The Johnson & Johnson Agreement contains customary provisions for termination by either party, including in the event of breach of the Johnson & Johnson Agreement, subject to cure, by Johnson & Johnson for convenience and by the Company upon a challenge of the licensed patents, and customary provisions regarding the effects of termination. Johnson & Johnson may request that the Company perform clinical manufacturing services under a separate clinical supply agreement. Johnson & Johnson may also request that the Company perform a technology transfer of bioconjugation and manufacturing process technology, at Johnson & Johnson's cost, at an agreed upon rate. Accounting Analysis The Company assessed the Johnson & Johnson Agreement in accordance with ASC 606 and concluded that the contract counter party, Johnson & Johnson, is a customer. The Company identified the following seven material performance obligations under the Johnson & Johnson Agreement: (i) exclusive Johnson & Johnson Licenses and research activities for each of the three designated targets, (ii) CMC activities for each of the three designated targets and (iii) the first target substitution right. The Company concluded that the Johnson & Johnson Licenses and research activities are one combined performance obligation for each target as the Johnson & Johnson Licenses are not capable of being distinct from the research activities given their proprietary nature. The CMC activities are considered a distinct performance obligation for each target as the activities could be performed by a third-party provider. The first target substitution right is considered a material right as there is no option exercise fee and, as such, is a distinct performance obligation. In accordance with ASC 606, the Company determined that the initial transaction price under the Johnson & Johnson Agreement equals $40.0 million, consisting of the upfront, non-refundable and non-creditable payment. None of the development and the regulatory milestones were included in the initial transaction price, as all milestone amounts were fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including stage of development and the remaining risks associated with the development required to achieve the milestones, as well as whether the achievement of the milestones is outside the control of the Company or Johnson & Johnson. Any consideration related to sales-based milestones (including royalties) will be recognized when the related sales occur as such milestones were determined to relate predominantly to the license granted to Johnson & Johnson and therefore have also been excluded from the transaction price. As of December 31, 2023, the revised total transaction price for the Johnson & Johnson Agreement was $48.0 million. During 2023, the Company revised the estimated transaction price by $6.0 million based on the reassessment of the constraint of certain development milestones and the remaining risks associated with the development required to achieve the milestones. The Company determined that the consideration for CMC activities represents variable consideration. CMC activities for one of the three designated targets have been initiated. The Company has elected to apply the Right to Invoice practical expedient under ASC 606 related to the CMC activities. As such, the Company will recognize revenue related to the CMC activities when the services are performed over the corresponding CMC plan for a given target. Consistent with the allocation objective under ASC 606, the Company allocated the total transaction price to the Johnson & Johnson Licenses and research activities and first substitution right based on each performance obligation’s relative standalone selling price. Each of the standalone selling prices for the Johnson & Johnson Licenses and research activities and for the first substitution right were estimated utilizing an income approach, along with the likelihood of exercise for the substitution right and included the following key assumptions: the development timeline, revenue forecast, discount rate and probabilities of technical and regulatory success. Due to Johnson & Johnson's exercise of its first substitution right, the transaction price related to that performance obligation has been reallocated to the Johnson & Johnson Licenses and research activities for the three designated targets. The Company is recognizing revenue related to the Johnson & Johnson Licenses and research services performance obligation over the estimated period of the research services using a proportional performance model. The Company measures proportional performance based on the costs incurred relative to the total costs expected to be incurred. During the years ended December 31, 2023 and 2022, the Company recorded collaboration revenue of $16.6 million and $24.2 million, respectively, related to its performance obligations under the Johnson & Johnson Agreement. As of December 31, 2023 and 2022, the Company had recorded $10.4 million and $15.8 million, respectively, in deferred revenue related to the Johnson & Johnson Agreement that will be recognized over the remaining performance period and classified as current or noncurrent on the consolidated balance sheets based upon the expected timing of satisfaction of respective performance obligations. Merck KGaA Immunosynthen Platform Agreement In December 2022, the Company entered into a research collaboration and license agreement with Ares Trading S.A., a wholly owned subsidiary of Merck KGaA, Darmstadt, Germany (Merck KGaA and/or its affiliate, as applicable, "Merck KGaA" and such agreement, the "2022 Merck KGaA Agreement"), focused on the research, development and commercialization of novel ADCs for up to two specific target antigens by leveraging Mersana’s ADC expertise and Immunosynthen platform with Merck KGaA’s proprietary antibodies. In connection with the 2022 Merck KGaA Agreement, the Company received a non-refundable upfront payment of $30.0 million. Pursuant to the 2022 Merck KGaA Agreement, the Company granted Merck KGaA two exclusive, non-transferable, worldwide licenses - a research license and a commercialization license (together, the "Merck KGaA Licenses"). The research license that forms a part of the Merck KGaA Licenses provides Merck KGaA, on a target-by-target basis, rights under the Company’s technology and the Company’s interest in the technology developed jointly through the collaboration solely to conduct Merck KGaA’s activities under the research and CMC plans with respect to each target. The commercialization license that forms a part of the Merck KGaA Licenses is a royalty-bearing license granted on a target-by-target basis under the Company’s technology and the Company’s interest in the technology developed jointly through the collaboration to develop, manufacture, commercialize and otherwise exploit licensed ADCs and any licensed products containing licensed ADCs directed toward a target. Pursuant to mutually agreed research and CMC plans, the Company agreed to perform bioconjugation, production development, preclinical manufacturing, and certain related research and preclinical development activities, in order to progress the targets through IND (or foreign equivalent) submission for further development, manufacture and commercialization by Merck KGaA. Merck KGaA will have sole responsibility for IND-enabling studies, IND submission, clinical development, regulatory activities and commercialization of the licensed ADCs. Both the Company and Merck KGaA will have equal representation on a Joint Research Committee and Joint Manufacturing Committee to oversee the research and CMC activities. The Company estimates that its activities under the research plans for the targets will be performed through 2026. The Company's CMC activities will be compensated by Merck KGaA at agreed upon rates. Assuming successful development and commercialization of the two targets by Merck KGaA, the Company is eligible to receive up to $200 million in development and regulatory milestones and $600 million in sales milestones as well as tiered single-digit to low double-digit royalties on aggregate net sales of the ADC products. Unless earlier terminated, the 2022 Merck KGaA Agreement will expire upon the expiration of the last royalty term for a product under the 2022 Merck KGaA Agreement. The 2022 Merck KGaA Agreement contains customary provisions for termination by either party, including in the event of breach of the 2022 Merck KGaA Agreement, subject to cure, by Merck KGaA for convenience and by the Company upon a challenge of the licensed patents, and customary provisions regarding the effects of termination. Merck KGaA may request that the Company perform clinical manufacturing services under a separate clinical supply agreement. Merck KGaA may also request that the Company perform a technology transfer of bioconjugation technology, at Merck KGaA's cost, at an agreed upon rate. Accounting Analysis The Company assessed the 2022 Merck KGaA Agreement in accordance with ASC 606 and concluded that the contract counter party, Merck KGaA, is a customer. The Company identified the following four material performance obligations under the 2022 Merck KGaA Agreement: (i) exclusive Merck KGaA Licenses and research activities for each of the two designated targets and (ii) CMC activities for each of the two designated targets. The Company concluded that the Merck KGaA Licenses and research activities are one combined performance obligation for each target as the Merck KGaA Licenses are not capable of being distinct from the research activities given their proprietary nature. The CMC activities are considered a distinct performance obligation for each target as the activities could be performed by a third-party provider. In accordance with ASC 606, the Company determined that the initial transaction price under the 2022 Merck KGaA Agreement equals $32.0 million, consisting of the $30.0 million upfront, non-refundable and non-creditable fee and certain near-term discovery milestones. The $30.0 million upfront fee was not received by the Company as of December 31, 2022, and was recorded as an accounts receivable with a corresponding deferred revenue liability for the year ended December 31, 2022. The Company subsequently received this payment in February 2023. The development and the regulatory milestones not included in the transaction price were constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including stage of development and the remaining risks associated with the development required to achieve the milestones, as well as whether the achievement of the milestones is outside the control of the Company or Merck KGaA. Any consideration related to sales-based milestones (including royalties) will be recognized when the related sales occur as such milestones were determined to relate predominantly to the license granted to Merck KGaA and therefore have also been excluded from the transaction price. The Company determined that the consideration for CMC activities represents variable consideration. The Company has elected to apply the Right to Invoice practical expedient under ASC 606 related to the CMC activities. As such, the Company will recognize revenue related to the CMC activities when the services are performed over the corresponding CMC plan for a given target. CMC activities for the targets have not yet been initiated. Consistent with the allocation objective under ASC 606, the Company allocated the $32.0 million estimated transaction price to the Merck KGaA Licenses and research activities based on each performance obligation’s relative standalone selling price. Each of the standalone selling prices for the Merck KGaA Licenses and research activities were estimated utilizing an adjusted market assessment approach, which was established based on comparable transactions. The Company is recognizing revenue related to the Merck KGaA Licenses and research services performance obligation over the estimated period of the research services using a proportional performance model. The Company measures proportional performance based on the costs incurred relative to the total costs expected to be incurred. During the year ended December 31, 2023, the Company recorded collaboration revenue of $10.7 million related to its efforts under the 2022 Merck KGaA Agreement. The Company did not record collaboration revenue related to the 2022 Merck KGaA Agreement during the year ended December 31, 2022. As of December 31, 2023 and 2022, the Company had recorded $20.2 million and $30.0 million, respectively, in deferred revenue related to the unsatisfied performance obligations under the 2022 Merck KGaA Agreement. This deferred revenue will be recognized over the remaining performance period and classified as current or noncurrent on the consolidated balance sheets based upon the expected timing of satisfaction of respective performance obligations. Dolaflexin Platform Agreement In June 2014, the Company entered into a collaboration and commercial license agreement with Merck KGaA, Darmstadt Germany (as amended from time to time, the "2014 Merck KGaA Agreement"). The 2014 Merck KGaA Agreement provided Merck KGaA with the right to develop ADCs directed to six exclusive targets. In May 2018, the Company entered into a Supply Agreement with Merck KGaA, Darmstadt, Germany (as amended from time to time, the "2018 Merck KGaA Supply Agreement"). Under the terms of the 2018 Merck KGaA Supply Agreement, the Company could provide Merck KGaA preclinical non-good manufacturing practice ADC drug substance and clinical good manufacturing practice drug substance for use in clinical trials associated with one of the antibodies designated under the 2014 Merck KGaA Agreement. In the fourth quarter of 2023, the Company and Merck KGaA mutually agreed to terminate the 2014 Merck KGaA Agreement and the 2018 Merck KGaA Supply Agreement. Accounting Analysis The 2014 Merck KGaA Agreement and 2018 Merck KGaA Supply Agreement were terminated during the fourth quarter of 2023. As there are no further performance obligations, the Company recognized $3.7 million of revenue related to the termination of the 2014 Merck KGaA Agreement and the 2018 Merck KGaA Supply Agreement during the year ended December 31, 2023. Prior to the termination of the agreements, the Company had identified the following performance obligations under the 2014 Merck KGaA Agreement: (i) exclusive license and research services for six designated targets, (ii) rights to future technological improvements and (iii) participation of project team leaders and providing joint research committee services. The Company had concluded that each license for a designated target was not distinct from the research services performed related to the designated target as Merck KGaA could not obtain the benefit of the license without the related research services. Each license for a designated target and the related services performance obligation was considered distinct from every other license for a designated target and related services performance obligation as each research plan was pursued independent of every other research plan for other designated targets. Collaboration revenue recognized related to the 2014 Merck KGaA Agreement and the 2018 Merck KGaA Supply Agreement during the year ended December 31, 2023 was $3.7 million. Collaboration revenue recognized related to the 2014 Merck KGaA Agreement and the 2018 Merck KGaA Supply Agreement during the years ended December 31, 2022 and 2021 was immaterial. As of December 31, 2023, the Company did not have deferred revenue related to the 2014 Merck KGaA Agreement and 2018 Merck KGaA Supply Agreement. As of December 31, 2022, the Company had recorded $3.9 million in deferred revenue related to the 2014 Merck KGaA Agreement and 2018 Merck KGaA Supply Agreement, in the aggregate. Summary of Contract Assets and Liabilities The following table presents changes in the balances of the Company's contract liabilities: Balance at Beginning of Period Additions Deductions Balance at End of Period Year ended December 31, 2023 Contract liabilities: Total deferred revenue $ 147,653 $ 5,517 $ 27,856 $ 125,314 Year ended December 31, 2022 Contract liabilities: Total deferred revenue $ 3,944 $ 170,000 $ 26,291 $ 147,653 The Company did not record any contract assets associated with its collaboration agreements as of December 31, 2023 and December 31, 2022. During the years ended December 31, 2023 and 2022 the Company recognized the following revenues as a result of changes in the contract liability balances in the respective periods: Year ended December 31, 2023 2022 Revenue recognized in the period from: Amounts included in the contract liability at the beginning of the period $ 27,870 $ 43 Other Revenue |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements The following table presents information about the Company's assets measured at fair value on a recurring basis and indicates the level within fair value hierarchy of the valuation techniques utilized to determine such value. December 31, 2023 (in thousands) Total Quoted Prices Significant Significant Cash equivalents Money market funds $ 90,649 $ 90,649 $ — $ — U.S. treasury securities 24,889 24,889 — — $ 115,538 $ 115,538 $ — $ — Marketable securities U.S. treasury securities $ 29,548 $ 29,548 $ — $ — U.S government agency securities 4,975 — 4,975 — $ 34,523 $ 29,548 $ 4,975 $ — December 31, 2022 (in thousands) Total Quoted Prices Significant Significant Cash equivalents Money market funds $ 50,471 $ 50,471 $ — $ — U.S. government agency securities 9,993 — 9,993 — $ 60,464 $ 50,471 $ 9,993 $ — Marketable securities U.S. treasury securities $ 107,810 $ 107,810 $ — $ — U.S. government agency securities 44,017 — 44,017 — $ 151,827 $ 107,810 $ 44,017 $ — There were no changes in valuation techniques or transfers between fair value measurement levels during the years ended December 31, 2023 and 2022. Investments classified as Level 1 within the valuation hierarchy generally consist of U.S. treasury securities and money market funds, as the fair value is readily determinable based on active daily markets for identical securities. Investments classified as Level 2 within the valuation hierarchy generally consists of U.S. government agency securities, as the fair value is readily determinable based on active daily markets for similar securities and other observable inputs. The Company estimates the fair values of investments by taking into consideration valuations obtained from third-party pricing sources. The carrying amounts reflected in the consolidated balance sheets for prepaid expenses and other current assets, accounts receivable, accounts payable and accrued expenses approximate their fair values due to their short-term nature. As of December 31, 2023 and 2022, the carrying value of the Company’s outstanding borrowing under the New Credit Facility (as defined in Note 8) approximated fair value (a Level 2 fair value measurement), reflecting interest rates currently available to the Company. The New Credit Facility is discussed in more detail in Note 8, Debt . |
Cash, cash equivalents, and sho
Cash, cash equivalents, and short-term marketable securities | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash, cash equivalents, and short-term marketable securities | Cash, cash equivalents, and short-term marketable securities Cash and cash equivalents The following table summarizes the Company's cash, cash equivalents, and restricted cash as of December 31, 2023 and 2022. (in thousands) Year Ended Year Ended December 31, 2022 Beginning End Beginning End Cash and cash equivalents $ 128,885 $ 174,561 $ 177,947 $ 128,885 Restricted cash included in other assets, noncurrent 478 478 478 478 Total cash, cash equivalents and restricted cash per statement of cash flows $ 129,363 $ 175,039 $ 178,425 $ 129,363 Marketable securities The following table summarizes the Company's marketable securities held at December 31, 2023 and 2022. December 31, 2023 (in thousands) Amortized Gross Gross Fair Marketable securities U.S. treasury securities $ 29,535 $ 13 $ — $ 29,548 U.S. government agency securities 4,977 — (2) 4,975 $ 34,512 $ 13 $ (2) $ 34,523 December 31, 2022 (in thousands) Amortized Gross Gross Fair Marketable securities U.S. treasury securities $ 107,964 $ 7 $ (161) $ 107,810 U.S. government agency securities 44,016 24 (23) 44,017 Total $ 151,980 $ 31 $ (184) $ 151,827 All of the Company's marketable securities are due within one year or less. The Company did not realize any gains or losses on the sale of marketable securities during the years ended December 31, 2023 and 2022, and, as a result, the Company did not reclassify any amounts out of accumulated comprehensive loss. As of December 31, 2023, the Company's debt security portfolio consisted of one security that was in an unrealized loss position and had an aggregate fair value of $5.0 million. There were no securities in an unrealized loss position for greater than 12 months as of December 31, 2023. The unrealized losses on the Company's marketable securities were caused by market interest rate increases. The Company has the intent and ability to hold such securities until recovery. The Company did not record any charges for credit-related impairments for its marketable securities during the years ended December 31, 2023 and 2022. |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment Property and equipment consists of the following as of December 31, 2023 and 2022: (in thousands) December 31, December 31, Laboratory equipment $ 8,246 $ 7,960 Leasehold improvements 2,206 1,943 Computers, software, and office equipment 2,449 1,824 Total property and equipment at cost 12,901 11,727 Less: Accumulated depreciation (9,070) (7,742) $ 3,831 $ 3,985 Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $1.5 million, $0.9 million and $0.9 million, respectively. |
Accrued expenses
Accrued expenses | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Accrued expenses | Accrued expenses Accrued expenses consist of the following as of December 31, 2023 and 2022: (in thousands) December 31, December 31, Accrued payroll and related expenses $ 8,807 $ 11,558 Accrued clinical expenses 5,063 14,822 Accrued research and non-clinical expenses 3,090 2,767 Accrued manufacturing expenses 2,566 11,536 Accrued restructuring expenses 1,047 — Accrued professional fees 936 1,865 Accrued other 389 636 $ 21,898 $ 43,184 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt On May 8, 2019, the Company entered into a loan and security agreement (the "Prior Credit Facility") with Silicon Valley Bank ("former SVB"), pursuant to which the Company borrowed $5.0 million. The Prior Credit Facility accrued interest at a floating per annum rate equal to the greater of (i) 4.0% and (ii) 1.50% below the Prime Rate. The Prior Credit Facility had an interest-only period through August 31, 2020. On August 28, 2020, the Company entered into a second amendment (the "Second Amendment") to the Prior Credit Facility. Pursuant to the Second Amendment, the Company drew $5.2 million upon execution of the Second Amendment, the proceeds of which were used to repay the Company’s existing balance under the Prior Credit Facility and satisfy its obligations to former SVB. The Prior Credit Facility, as amended by the Second Amendment, accrued interest at a floating per annum rate equal to the greater of (i) 4.25% and (ii) 1.00% above the Prime Rate. On October 29, 2021, the Company entered into a loan and security agreement (the "New Credit Facility") with former SVB and Oxford Finance LLC ("Oxford" and, together with former SVB and the other lenders from time to time a party thereto, the "Lenders"). In March 2023, Silicon Valley Bridge Bank, N.A ("SVBB"), as successor in interest to former SVB, replaced former SVB as a Lender, and then Silicon Valley Bank, a division of First-Citizens Bank & Trust Company ("SVB"), which assumed all deposits and loans of SVBB, subsequently replaced SVBB as a Lender. The New Credit Facility as amended on February 17, 2022, October 17, 2022, December 27, 2022, and March 23, 2023, is secured by substantially all of the Company's personal property owned or later acquired, excluding intellectual property (but including the rights to payments and proceeds from intellectual property), and a negative pledge on intellectual property. The Company drew $25.0 million upon execution of the New Credit Facility, of which $5.5 million of the proceeds was used to repay the existing balance under the Prior Credit Facility and satisfy its obligations to SVB. Upon entering into the New Credit Facility, the Company terminated all commitments by SVB to extend further credit under the Prior Credit Facility and all guarantees and security interests granted by the Company to SVB under the Prior Credit Facility. As of December 31, 2023, no additional borrowing amounts were available to the Company under the New Credit Facility, as amended. The New Credit Facility bears interest at a floating per annum rate equal to the greater of (i) 8.50% and (ii) 5.25% above the Prime Rate. Interest is payable monthly in arrears on the first day of each month. The Company is obligated to make interest-only payments through November 1, 2024, followed by equal monthly principal payments and applicable interest through the maturity date of October 1, 2026 (the "Maturity Date"). If certain development milestones are met, then the interest-only period will be extended to November 1, 2025. The Company is also required to make a final payment to the Lenders equal to 4.25% of the principal amount of the term loans then extended to the Company. This final payment is accreted under the effective interest method over the life of each term loan. The term loans are secured by substantially all of the Company’s assets, except for its intellectual property which is subject to a negative pledge, and certain other customary exclusions. At the Company’s option, it may prepay the outstanding principal balance of any term loans in whole but not in part, subject to a prepayment fee of 1.0% of the term loans then extended to the Company if the prepayment occurs after the second anniversary of the funding date of such term loan but before the Maturity Date. The New Credit Facility includes customary affirmative and restrictive covenants applicable to the Company. Affirmative covenants include, among others, covenants requiring the Company to maintain its corporate existence and governmental approvals, deliver certain financial reports, maintain insurance coverage and satisfy certain requirements regarding deposit accounts. The restrictive covenants include, among others, requirements relating to the Company’s ability to transfer collateral, incur additional indebtedness, engage in mergers or acquisitions, pay dividends or make other distributions, make investments, create liens, sell assets and agree to a change in control, in each case subject to certain customary exceptions. The Company’s payment obligations under the New Credit Facility are subject to acceleration upon the occurrence of specified events of default, which include, but are not limited to, the occurrence of a material adverse change in the Company’s business, operations, or financial or other condition. Amounts outstanding upon the occurrence of an event of default are payable upon the Lenders' demand and shall accrue interest at an additional rate of 5.0% per annum of the past due amount outstanding. As of December 31, 2023, the Company was in compliance with all covenants under the New Credit Facility. As such, as of December 31, 2023, the classification of the loan balance as stated on the balance sheet was based on the timing of defined future payment obligations. The following is a summary of obligations under the New Credit Facility as of December 31, 2023: (in thousands) December 31, Total debt $ 25,000 Less: Current portion of long-term-debt (2,083) Total debt, net of current portion 22,917 Debt financing costs, net of accretion (237) Accretion related to final payment 468 Long-term debt, net $ 23,148 As of December 31, 2023, the estimated future principal payments due are as follows: (in thousands) 2024 $ 2,083 2025 12,500 2026 10,417 Total debt $ 25,000 Interest expense related to the New Credit Facility for the years ended December 31, 2023 and 2022 was $3.9 million and $3.2 million, respectively. The Company did not recognize any interest expense related to the New Credit Facility during the year ended December 31, 2021. Interest expense related to the Prior Credit Facility for the year ended December 31, 2021 was $0.8 million. The Company did not recognize any interest expense related to the Prior Credit Facility during the years ended December 31, 2023 and 2022. |
Stockholders_ equity
Stockholders’ equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ equity | Stockholders’ equity Preferred stock As of December 31, 2023, the Company had 25,000,000 shares of authorized preferred stock. No shares of preferred stock have been issued. At-the-market ("ATM") equity offering program In May 2020, the Company established an ATM equity offering program (the "2020 ATM"), pursuant to which it was able to offer and sell up to $100.0 million of its common stock from time to time at prevailing market prices. During the year ended December 31, 2021, the Company sold 3,961,074 shares of common stock, resulting in net proceeds of $43.1 million. During the year ended December 31, 2022, the Company sold 11,740,210 shares of common stock under the 2020 ATM, resulting in net proceeds of $54.8 million. As of December 31, 2022, the 2020 ATM had been fully utilized. In February 2022, the Company established a new ATM equity offering program (the "February 2022 ATM"), pursuant to which it was able to offer and sell up to $100.0 million of its common stock from time to time at prevailing market prices. During the year ended December 31, 2022, the Company sold 18,757,665 shares of common stock under the February 2022 ATM, resulting in net proceeds of $96.4 million. During the year ended December 31, 2023, the Company sold 256,386 shares of common stock under the February 2022 ATM, resulting in net proceeds of $1.6 million. As of December 31, 2023, the February 2022 ATM had been fully utilized. In November 2022, the Company established an additional ATM equity offering program (the "November 2022 ATM"), pursuant to which it is able to offer and sell up to $150.0 million of its common stock from time to time at prevailing market prices. During the year ended December 31, 2023, the Company sold 14,208,145 shares of common stock under the November 2022 ATM, resulting in net proceeds of $92.2 million. As of December 31, 2023, approximately $55.9 million remained unsold and available for sale under the November 2022 ATM. Warrants In connection with a 2013 Series A-1 Preferred Stock issuance, the Company granted to certain investors warrants to purchase shares of common stock. All such outstanding warrants expired pursuant to their terms on September 27, 2023. The warrants had a $0.05 per share exercise price and a contractual life of 10 years. The fair value of these warrants was recorded as a component of equity at the time of issuance. As of December 31, 2023, there were no warrants to purchase shares of common stock outstanding. During the year ended December 31, 2022, the Company issued 16,654 shares of common stock upon the net exercise of warrants. Common Stock At the Company's 2022 Annual Meeting of Stockholders on June 9, 2022, the Company's stockholders approved an amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, $0.0001 par value per share, from 175,000,000 to 350,000,000. This increase became effective upon filing of a Certificate of Amendment with the Secretary of State of the State of Delaware on June 9, 2022. The holders of the common stock are entitled to one vote for each share held. Common stockholders are not entitled to receive dividends, unless declared by the Board of Directors of the Company (the "Board"). As of December 31, 2023 and 2022 there were 14,736,953 and 11,944,664, respectively, shares of common stock reserved for the exercise of outstanding stock options, restricted stock units ("RSUs") and warrants. December 31, December 31, Stock options 10,902,845 10,051,283 Restricted stock units 3,834,108 1,870,791 Warrants — 22,590 14,736,953 11,944,664 |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation | Stock-based compensation Stock incentive plans Prior to its initial public offering, the Company granted stock options pursuant to the Company’s 2007 Stock Incentive Plan (the "2007 Plan"). The 2007 Plan expired in June 2017. Any cancellations or forfeitures of options granted under the 2007 Plan will increase the options available under the Company's 2017 Stock Incentive Plan (the "2017 Plan"), as described below. In June 2017 the Company’s stockholders approved the 2017 Plan. Under the 2017 Plan, shares of common stock could be granted to the Company's employees, officers, directors, consultants and advisors in the form of options, restricted stock units ("RSUs") or other stock-based awards. The number of shares of common stock issuable under the 2017 Plan will be cumulatively increased annually on January 1 by the lesser of (a) 4% of the outstanding shares on the immediately preceding December 31 or (b) such other amount specified by the Board. The terms of the awards are determined by the Board, subject to the provisions of the 2017 Plan. Any cancellations or forfeitures of options granted under the 2007 Plan, which expired in June 2017, would increase the number of shares that could be granted under the 2017 Plan. On January 1, 2023, the number of shares of common stock issuable under the 2017 Plan was increased by 4,205,794 shares. During the year ended December 31, 2023, the Company granted an aggregate of 7,211,153 RSUs, options to purchase shares of common stock, and shares of common stock to employees and non-employee directors under the 2017 Plan. As of December 31, 2023 there were 2,043,328 shares available for future issuance under the 2017 Plan. Under the 2017 Plan, both with respect to incentive stock options and nonqualified stock options, the exercise price per share will not be less than the fair market value of the common stock on the date of grant, and the vesting period for options granted to employees is generally four years. In accordance with the Company's non-employee director compensation policy, as in effect from time to time, options granted to non-employee directors in lieu of cash retainer fees earned are fully vested upon grant, options granted to non-employee directors upon initial election to the board of directors vest over three years, and options granted to non-employee directors on the date of each of annual meeting of stockholders vest over one year. Options granted under the 2017 Plan expire no later than 10 years from the date of grant. Options under the 2007 Plan were granted at an exercise price established by the Board (or an authorized committee thereof) that was not less than the fair market value of the underlying common stock on the date of grant and subject to such vesting provisions determined by the Board (or an authorized committee thereof). The Board may accelerate vesting or otherwise adjust the terms of granted options in the case of a merger, consolidation, dissolution, or liquidation of the Company. Inducement awards From time to time, the Company grants to its employees, upon approval by the Board or an authorized committee thereof, options to purchase shares of common stock and/or RSUs as an inducement to employment in accordance with Nasdaq Listing Rule 5635(c)(4). Prior to February 2022, only options to purchase shares of common stock were granted as inducement awards, and they were granted outside of an existing equity incentive plan. These options are subject to terms substantially the same as the 2017 Plan. In February 2022, the Board adopted the Company's 2022 Inducement Stock Incentive Plan (the "Inducement Plan"), which provides for the grant of nonstatutory options, stock appreciation rights, restricted stock, RSUs and other stock-based awards, with respect to an aggregate of 2,000,000 shares of the Company's common stock (subject to adjustment as provided in the Inducement Plan). During the year ended December 31, 2023, the Company granted an aggregate of 877,575 RSUs and options to purchase shares of common stock to newly hired employees under the Inducement Plan. As of December 31, 2023, there were 1,170,752 shares available for future issuance under the Inducement Plan. As of December 31, 2023 there were options to purchase 457,500 shares of common stock outstanding which were granted as inducement awards prior to establishment of the Inducement Plan. Stock option activity A summary of stock option activity is as follows: Number of Shares Weighted- Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2023 10,051,283 $ 9.84 7.2 $ 8,197 Granted 4,017,763 $ 4.76 Exercised (102,596) $ 4.25 Cancelled/forfeited (3,063,605) $ 12.00 Outstanding at December 31, 2023 10,902,845 $ 7.42 6.8 $ 1,786 Exercisable at December 31, 2023 6,499,540 $ 8.23 5.5 $ 711 The weighted-average grant date fair value of options granted during the years ended December 31, 2023, 2022 and 2021, was $3.82, $3.97 and $11.71 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021, was $0.3 million, $1.5 million, and $4.3 million, respectively. The aggregate intrinsic value represents the difference between the exercise price and the selling price received by option holders upon the exercise of stock options during the period. Cash received from the exercise of stock options was $0.4 million, $1.3 million and $1.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. Restricted stock units and other stock awards The Company periodically issues RSUs with a service condition to certain officers and other employees that typically vest between one year and four years from the grant date. In accordance with its non-employee director compensation policy, as in effect from time to time, the Company annually issues RSUs with a service condition to non-employee directors that typically vest one year from the date of grant, and the Company also issues shares of common stock in lieu of cash retainer fees earned to certain non-employee directors, which shares are fully vested upon grant. A summary of the RSU activity is as follows: Number Weighted-Average Aggregate Weighted-Average Unvested at January 1, 2023 1,870,791 1.5 $ 10,963 $ 8.55 Granted 4,025,544 — $ 4.42 Vested (572,825) — $ 8.83 Forfeited (1,489,402) — $ 6.25 Unvested at December 31, 2023 3,834,108 1.4 $ 8,895 $ 5.01 The total fair value of RSUs vested during the years ended December 31, 2023, 2022 and 2021 was $3.1 million, $1.5 million and $5.8 million respectively. Employee stock purchase plan During the year ended December 31, 2017, the Board adopted, and the Company's stockholders approved the 2017 employee stock purchase plan (the "2017 ESPP"). The Company initially reserved 225,000 shares of common stock for issuance under the 2017 ESPP, plus an annual increase, to be added as of January 1st of each year, equal to the least of (i) 450,000 shares of common stock; (ii) one percent of the number of shares of common stock outstanding as of the close of business on the immediately preceding December 31st; and (iii) the number of shares of common stock determined by the Board on or prior to such date for such year, up to maximum of 4,725,000 shares of common stock in the aggregate. The number of shares of common stock issuable under the 2017 ESPP was increased by 450,000 on January 1, 2023. During the years ended December 31, 2023 and 2022 the Company issued 381,508 and 270,774 shares, respectively, under the 2017 ESPP. As of December 31, 2023, there were 364,283 shares available for issuance under the 2017 ESPP. Stock-based compensation expense The Company uses the provisions of ASC 718 to account for all stock-based awards to employees and non-employees. Stock-based compensation expense is recognized over the requisite service period, which is generally the vesting period, using the straight-line method. The following table presents stock-based compensation expense by award type included within the Company’s consolidated statements of operations and comprehensive loss: Year ended December 31, (in thousands) 2023 2022 2021 Stock options $ 14,171 $ 15,814 $ 14,528 Restricted stock units and other stock awards 6,184 5,175 3,522 Employee stock purchase plan 781 533 359 Stock-based compensation expense included in total operating expenses $ 21,136 $ 21,522 $ 18,409 The following table presents stock-based compensation expense as reflected in the Company’s consolidated statements of operations and comprehensive loss: Year ended December 31, (in thousands) 2023 2022 2021 Research and development $ 11,043 $ 11,386 $ 9,984 General and administrative 10,093 10,136 8,425 Stock-based compensation expense included in total operating expenses $ 21,136 $ 21,522 $ 18,409 As of December 31, 2023, there was $14.8 million and $11.8 million of unrecognized stock-based compensation expense related to unvested stock options and unvested RSUs, respectively, that is expected to be recognized over a weighted average period of 1.6 years and 2.4 years, respectively. The fair value of each option award is estimated on the date of grant using the Black–Scholes option pricing model with the following weighted average assumptions: December 31, 2023 2022 2021 Risk-free interest rate 3.8 % 2.1 % 0.9 % Expected dividend yield — % — % — % Expected term (years) 6.05 5.99 6.06 Expected stock price volatility 103 % 88 % 82 % Expected volatility for the Company’s common stock is currently determined based on its historical volatility. See Note 2, Summary of significant accounting policies , for more information. The risk-free interest rate is based on the yield of U.S. Treasury securities consistent with the expected term of the option. No dividend yield was assumed as the Company has not historically and does not expect to pay dividends on its common stock. The expected term of the options granted is based on the use of the simplified method, in which the expected term is presumed to be the mid-point between the vesting date and the end of the contractual term. The fair value of RSUs is determined based on the closing price of the Company’s common stock on the date of grant. |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share Basic net loss per share of common stock is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without further consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period determined using the treasury stock method. For purposes of the diluted net loss per share calculation, stock options, unvested RSUs and warrants to purchase common stock are considered to be potentially dilutive securities, but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive and therefore, basic and diluted net loss per share were the same for all periods presented. The following table sets forth the outstanding potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to include them would be anti-dilutive (in common stock equivalent shares): Year ended December 31, 2023 2022 2021 Stock options 10,902,845 10,051,283 8,342,429 Unvested restricted stock units 3,834,108 1,870,791 817,609 Warrants — 22,590 39,474 14,736,953 11,944,664 9,199,512 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company has an operating lease for its office and lab space in Cambridge, Massachusetts and operating and finance leases for certain equipment. In March 2020, the Company entered into the Seventh Amendment to the office and lab space lease ("the Office Lease") to extend the term of the lease through March 2026. The Company has an option to extend the lease term of the Office Lease for an additional five years. On April 5, 2021, the Company entered into an Eighth Amendment to the Office Lease, which granted the Company additional office space in its existing building for five years, beginning July 1, 2021, and committed the Company to lease payments of $5.0 million over that period (the "Expansion Lease"). Independent from the option under the Office Lease, the Company has an option to extend the lease term of the Expansion Lease for an additional five years. The Company’s exercise of the options to extend the lease terms of both the Office Lease and Expansion Lease were not considered reasonably certain as of December 31, 2023. The Expansion Agreement is a lease modification accounted for as a separate contract, because it expands the scope of the Office Lease and the additional lease payments are commensurate with market rents. The Company assessed the lease classification of the Expansion Lease as of the date of signing and determined that the Expansion Lease should be accounted for as an operating lease. The right-of-use asset and corresponding operating lease liability have been calculated based on the present value of lease payments over the lease term. The Company determined the appropriate incremental borrowing rate to utilize as a discount rate by using a synthetic credit rating which was estimated based on an analysis of outstanding debt of companies with similar credit and financial profiles. Since the operating lease is a net lease, as the non-lease components (i.e., common area maintenance) are paid separately from rent based on actual costs incurred, such non-lease components were not included in the ROU asset and liability and are reflected as an expense in the period incurred. The Company had a standby letter of credit agreement for the benefit of its landlord in the amount of $0.5 million in connection with the Office Lease and Expansion Lease as of December 31, 2023 and 2022. The Company has remaining finance lease terms of one year to five years for certain equipment, some of which include options to purchase at fair value. The components of lease expense included in research and development and general and administrative expenses in the statement of operations and comprehensive loss were as follows: Years ended December 31, (in thousands) 2023 2022 2021 Operating lease cost $ 3,838 $ 3,793 $ 3,502 Finance lease cost: Amortization of right-of-use assets $ 185 $ 194 $ 169 Interest on lease liabilities 16 28 28 $ 201 $ 222 $ 197 Supplemental balance sheet information related to leases was as follows: Year ended December 31, 2023 2022 Operating leases: Operating lease right-of-use assets $ 7,694 $ 10,475 Operating lease liabilities, current $ 3,252 $ 2,798 Operating lease liabilities $ 5,149 $ 8,575 Finance leases: Property and equipment, gross $ 1,038 $ 1,038 Property and equipment, accumulated depreciation $ (723) $ (539) Other liabilities, current $ 144 $ 240 Other liabilities $ 54 $ 203 Weighted-average remaining lease term: Operating leases 2.3 years 3.3 years Finance leases 1.1 years 2.0 years Weighted-average discount rate: Operating leases 10.8 % 10.8 % Finance leases 4.4 % 5.4 % Supplemental cash flow information related to leases was as follows: Year ended December 31, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,029 $ 3,865 Operating cash flows from finance leases $ 16 $ 28 Financing cash flows from finance leases $ 262 $ 272 Future lease payments under non-cancellable leases as of December 31, 2023 were as follows: (in thousands) Operating leases Finance leases 2024 $ 3,975 $ 141 2025 4,187 48 2026 1,310 8 2027 and thereafter — — Total lease payments 9,472 197 Present value adjustment (1,069) — Present value of lease liabilities $ 8,403 $ 197 |
Leases | Leases The Company has an operating lease for its office and lab space in Cambridge, Massachusetts and operating and finance leases for certain equipment. In March 2020, the Company entered into the Seventh Amendment to the office and lab space lease ("the Office Lease") to extend the term of the lease through March 2026. The Company has an option to extend the lease term of the Office Lease for an additional five years. On April 5, 2021, the Company entered into an Eighth Amendment to the Office Lease, which granted the Company additional office space in its existing building for five years, beginning July 1, 2021, and committed the Company to lease payments of $5.0 million over that period (the "Expansion Lease"). Independent from the option under the Office Lease, the Company has an option to extend the lease term of the Expansion Lease for an additional five years. The Company’s exercise of the options to extend the lease terms of both the Office Lease and Expansion Lease were not considered reasonably certain as of December 31, 2023. The Expansion Agreement is a lease modification accounted for as a separate contract, because it expands the scope of the Office Lease and the additional lease payments are commensurate with market rents. The Company assessed the lease classification of the Expansion Lease as of the date of signing and determined that the Expansion Lease should be accounted for as an operating lease. The right-of-use asset and corresponding operating lease liability have been calculated based on the present value of lease payments over the lease term. The Company determined the appropriate incremental borrowing rate to utilize as a discount rate by using a synthetic credit rating which was estimated based on an analysis of outstanding debt of companies with similar credit and financial profiles. Since the operating lease is a net lease, as the non-lease components (i.e., common area maintenance) are paid separately from rent based on actual costs incurred, such non-lease components were not included in the ROU asset and liability and are reflected as an expense in the period incurred. The Company had a standby letter of credit agreement for the benefit of its landlord in the amount of $0.5 million in connection with the Office Lease and Expansion Lease as of December 31, 2023 and 2022. The Company has remaining finance lease terms of one year to five years for certain equipment, some of which include options to purchase at fair value. The components of lease expense included in research and development and general and administrative expenses in the statement of operations and comprehensive loss were as follows: Years ended December 31, (in thousands) 2023 2022 2021 Operating lease cost $ 3,838 $ 3,793 $ 3,502 Finance lease cost: Amortization of right-of-use assets $ 185 $ 194 $ 169 Interest on lease liabilities 16 28 28 $ 201 $ 222 $ 197 Supplemental balance sheet information related to leases was as follows: Year ended December 31, 2023 2022 Operating leases: Operating lease right-of-use assets $ 7,694 $ 10,475 Operating lease liabilities, current $ 3,252 $ 2,798 Operating lease liabilities $ 5,149 $ 8,575 Finance leases: Property and equipment, gross $ 1,038 $ 1,038 Property and equipment, accumulated depreciation $ (723) $ (539) Other liabilities, current $ 144 $ 240 Other liabilities $ 54 $ 203 Weighted-average remaining lease term: Operating leases 2.3 years 3.3 years Finance leases 1.1 years 2.0 years Weighted-average discount rate: Operating leases 10.8 % 10.8 % Finance leases 4.4 % 5.4 % Supplemental cash flow information related to leases was as follows: Year ended December 31, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,029 $ 3,865 Operating cash flows from finance leases $ 16 $ 28 Financing cash flows from finance leases $ 262 $ 272 Future lease payments under non-cancellable leases as of December 31, 2023 were as follows: (in thousands) Operating leases Finance leases 2024 $ 3,975 $ 141 2025 4,187 48 2026 1,310 8 2027 and thereafter — — Total lease payments 9,472 197 Present value adjustment (1,069) — Present value of lease liabilities $ 8,403 $ 197 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes For the years ended December 31, 2023, 2022 and 2021, the Company recorded no income tax benefit for the net operating losses ("NOLs") incurred in each year, due to the Company’s operating losses and a full valuation allowance on deferred tax assets. A reconciliation of the effective tax rate for the years ended December 31, 2023 and 2022 is as follows: 2023 2022 Statutory US Federal Rate 21.0 % 21.0 % State taxes, net of federal benefit 5.5 % 5.7 % Permanent differences (0.1) % (0.1) % General business credits 4.0 % 4.4 % Stock compensation (1.9) % (1.4) % Change in valuation allowance (28.5) % (29.6) % — % — % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred tax assets as of December 31, 2023 and 2022 are as follows: (in thousands) 2023 2022 Deferred tax assets: Net operating losses $ 126,798 $ 113,981 R&D capitalization 67,107 40,380 Tax credit carryforwards 28,409 21,429 Stock-based compensation 6,899 6,522 Accrued expenses 3,142 3,340 Lease liabilities 2,274 3,096 Capitalized licenses 2,725 3,077 Deferred revenue 3,688 1,062 Depreciation 353 437 Other 156 116 Total gross deferred tax assets 241,551 193,440 Valuation allowance (239,468) (190,588) Net deferred tax assets less valuation allowance 2,083 2,852 Deferred tax liabilities Right-of-use assets (2,083) (2,852) Total gross deferred tax liabilities (2,083) (2,852) Net deferred taxes $ — $ — The Company has incurred NOLs since inception. At December 31, 2023, the Company had federal and state NOL carryforwards of approximately $479.0 million and $414.8 million, respectively. Of the $479.0 million of federal NOL carryforwards, $34.1 million expire at various dates through 2037. The remaining $444.8 million of federal NOL carryforwards do not expire. The state NOL carryforwards expire at various dates through 2043. At December 31, 2023, the Company had federal and state research and development tax credit carryforwards of approximately $23.2 million and $6.8 million, respectively, which expire at various dates through 2043. As required by ASC 740, management of the Company has evaluated the evidence bearing upon the reliability of its deferred tax assets. Based on the weight of available evidence, both positive and negative, management has determined that it is more likely than not that the Company will not realize the benefits of all of these assets. Accordingly, the Company recorded a valuation allowance of $239.5 million and $190.6 million at December 31, 2023 and December 31, 2022, respectively. The valuation allowance increased by $48.9 million during the year ended December 31, 2023, primarily a result of the Company's current year net loss and credit generation. Utilization of the NOLs and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382, as well as similar state provisions. These ownership changes may limit the amount of NOLs and research and development tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. If a change in control as defined by Section 382 has occurred at any time since the Company’s formation, utilization of its NOLs or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, which could then be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOLs or research and development tax carryforwards before their utilization. The Company has determined that ownership changes have occurred in the past and that certain NOLs and research and development tax credit carryforwards will be subject to limitation. The Company applies the accounting guidance in ASC 740 related to accounting for uncertainty in income taxes. The Company’s reserves related to taxes are based on a determination of whether, and how much of, a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. As of December 31, 2023 and 2022, the Company had no unrecognized tax benefits. The Company commissioned a multi-year research and development credit study in 2023, which resulted in an adjustment to the Company's cumulative deferred tax asset as of December 31, 2023. The change in the deferred tax asset is offset by a full valuation allowance. Interest and penalties related to uncertain tax positions would be classified as income tax expense in the accompanying statements of operations and comprehensive loss. As of December 31, 2023 and 2022, the Company had no accrued interest or penalties related to uncertain tax positions. The Company files income tax returns in the United States federal tax jurisdiction and eight state jurisdictions. The Company did not have any foreign operations during the years ended December 31, 2023, 2022 and 2021. The statute of limitations for assessment by the Internal Revenue Service and state tax authorities is closed for tax years prior to 2019, although carryforward attributes that were generated prior to tax year 2019 may still be adjusted upon examination to the extent utilized in a future period. There are no federal or state audits currently in progress. |
Employee benefit plan
Employee benefit plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee benefit plan | Employee benefit plan The Company has a defined contribution plan established under Section 401(k) of the Code ("401(k) Plan"), which covers substantially all employees. Employees who have attained the age of 21 and have worked more than 1,000 hours are eligible to participate in the 401(k) Plan. Employees may contribute up to 95% of eligible pay on a pre–tax basis up to the federal annual limits. For the years ended December 2023, 2022, and 2021, the Company made matching contributions equal to 100% of the employee’s contributions, subject to a maximum of 4% of eligible compensation. For the years ended December 31, 2023, 2022 and 2021, the Company recorded expense of $1.3 million, $1.1 million and $0.8 million, respectively, related to its contribution to its 401(k) Plan. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Commitments License agreements During the year ended December 31, 2023, the Company did not record research and development expense related to non-refundable license payments. During the years ended December 31, 2022 and 2021, the Company recorded research and development expense related to non-refundable license payments of $1.5 million and $3.1 million, respectively. During the year ended December 31, 2023, the Company did not record research and development expense related to development milestones. During the years ended December 31, 2022 and 2021, the Company recorded research and development expense related to development milestones of $0.7 million and $2.1 million, respectively. The 2022 and 2021 development milestones were associated with XMT-1660 and UpRi, respectively. See Note 12, Leases, for the Company’s future obligations related to leases as of December 31, 2023. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring On July 27, 2023, the Company announced decisions to reprioritize its areas of focus and to discontinue its clinical development of UpRi following an evaluation of top-line data from the Company’s UPLIFT Phase 2 clinical trial of UpRi in patients with platinum-resistant ovarian cancer, which did not meet its primary endpoint. In connection with these decisions, on July 26, 2023 the Company’s board of directors approved certain expense reduction measures, including a reduction of approximately 50% of the Company’s then-current total employee base (the "Restructuring"). Affected employees were eligible to receive severance and benefit payments, notice pay and outplacement services in connection with the reduction. As of December 31, 2023, the Restructuring was substantially completed. Restructuring costs incurred are included within restructuring expenses on the consolidated statements of operations and comprehensive loss. The following table summarizes the charges incurred in connection with the Restructuring: (in thousands) Severance & Employee Related Costs Contract Termination and Other Costs Total Costs Cumulative costs to date $ 6,924 $ 1,789 $ 8,713 Costs incurred during the year ended December 31, 2023 $ 6,924 $ 1,789 $ 8,713 The following tables summarizes the charges incurred in connection with the Restructuring related to research and development activities and general and administrative activities: (in thousands) Year ended December 31, 2023 Research and development related $ 5,393 General and administrative related $ 3,320 Accrued restructuring costs, which are included in accrued expenses on the consolidated balance sheets, were as follows: (in thousands) Severance & Employee Related Costs Contract Termination Costs Total Costs Balance at December 31, 2022 $ — $ — $ — Additional expense 6,924 372 7,296 Cash payments (5,917) — (5,917) Other adjustments (252) (80) (332) Balance at December 31, 2023 $ 755 $ 292 $ 1,047 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net loss | $ (171,670) | $ (204,212) | $ (170,060) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Martin Huber [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | During the fourth quarter of 2023, on November 7, 2023, Martin Huber, M.D., our President and Chief Executive and a member of our board of directors, adopted a Rule 10b5-1 trading arrangement intended to qualify as an “eligible sell to cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act). This sell to cover arrangement applies to restricted stock units, or RSUs, granted to him from time to time, whether vesting is based on the passage of time and/or the achievement of performance goals (other than those RSUs which by their terms require the us to withhold shares for tax withholding obligations in connection with vesting and settlement). This arrangement provides for the automatic sale of shares of our common stock that would otherwise be issuable on each settlement date of a covered RSU in an amount necessary to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to us in the satisfaction of the applicable withholding obligation. The number of shares that will be sold under this arrangement is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied, the market price our common stock at the time of settlement and the potential future grant of additional RSUs subject to this arrangement. | |
Name | Martin Huber | |
Title | M.D., our President and Chief Executive and a member of our board of directors | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | November 7, 2023 |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include those of the Company and its wholly owned subsidiary, Mersana Securities Corp. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the Company's consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenue, expenses and related disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company's management evaluates its estimates which include, but are not limited to, management's judgments with respect to the identification of performance obligations and standalone selling prices of those performance obligations within its revenue arrangements, accrued preclinical, manufacturing and clinical expenses, valuation of stock-based awards and income taxes. Actual results could differ from those estimates. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker, or decision making group, in deciding how to allocate resources and assess performance. The Company views its operations and manages its business as a single operating segment, which is the business of discovering and developing ADCs. |
Research and Development | Research and Development Research and development costs are expensed as incurred and include: • employee-related expenses, including salaries, bonuses, benefits, travel and stock-based compensation expense; • fees and expenses incurred under agreements with contract research organizations, investigative sites and other entities in connection with the conduct of preclinical studies, clinical trials and related services; • the cost of acquiring, developing and manufacturing ADC product candidates, clinical trial materials and other research and development materials; • fees and costs related to regulatory filings and activities; • costs associated with collaboration agreements and license fees and milestone payments related to license agreements; • costs associated with developing a NaPi2b diagnostic biomarker; • facilities, depreciation and other expenses, which include direct and allocated expenses for rent, utilities, maintenance of facilities, insurance and other supplies; and • other costs associated with clinical, preclinical, discovery and other research activities. Costs for certain development activities, such as preclinical studies, clinical trials and manufacturing development activities, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, and information provided to the Company by its vendors on their actual costs incurred or level of effort expended. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected on the consolidated balance sheets as prepaid or accrued preclinical, manufacturing and clinical expenses. |
Revenue Recognition | Revenue Recognition The Company enters into collaboration agreements which are within the scope of ASC 606, Revenue from Contracts with Customers ("ASC 606"), under which the Company licenses rights to its technology and certain of the Company’s product candidates and performs research and development services for third parties. The terms of these arrangements typically include payment of one or more of the following: non-refundable, up-front fees; reimbursement of research and development costs; development, regulatory and commercial milestone payments; and royalties on net sales of licensed products. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of contract(s) with a customer; (ii) determination of whether the promised goods or services are performance obligations; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration to which it is entitled in exchange for the goods or services it transfers to the customer. The promised good or services in the Company’s arrangements typically consist of license rights to the Company’s intellectual property and research and development services. The Company also has optional additional items in contracts, which are considered marketing offers and are accounted for as separate contracts with the customer if such option is elected by the customer, unless the option provides a material right which would not be provided without entering into the contract. Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer. Promised goods or services are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources or (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on their own and the availability of the required expertise. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include both fixed consideration and variable consideration. At the inception of each arrangement that includes variable consideration and at each reporting period, the Company evaluates the amount of potential payment and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected value method to estimate the amount expected to be received based on which method better predicts the amount of consideration to which the Company will be entitled. If it is probable that a significant revenue reversal would not occur, the variable consideration is included in the transaction price. The Company assessed each of its revenue generating arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements because: (a) the promised consideration approximates the cash selling price of the promised goods and services; and (b) timing of payment approximates the transfer of goods and services and performance is over a relatively short period of time within the context of the entire term of the contract. The Company’s contracts often include development and regulatory milestone payments. At contract inception and at each reporting period, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not included in the transaction price. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration and other revenues and earnings in the period of adjustment. For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of the Company’s collaboration arrangements. The Company allocates the transaction price based on the estimated standalone selling price of the underlying performance obligations or in the case of certain variable consideration to one or more performance obligations. The Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs to complete the respective performance obligation. Certain variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated to each performance obligation are consistent with the amounts the Company would expect to receive for each performance obligation. For performance obligations consisting of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company will recognize revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. The Company receives payments from its customers based on billing schedules established in each contract. Such billings generally have 30-day terms. Up-front payments and fees are recorded as a contract liability (deferred revenue) upon receipt or when due until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the right to consideration is unconditional and only the passage of time is required before payment is due. If the right to consideration is subject to a condition other than the passage of time, then the amount is recorded as a contract asset until the right to payment becomes unconditional. In accordance with ASC 606, the Company presents contract assets and contract liabilities on a net basis by customer contract. |
Collaborative Arrangements | Collaborative Arrangements The Company records the elements of its collaboration agreements that represent joint operating activities in accordance with ASC 808, Collaborative Arrangements ("ASC 808"). Accordingly, the elements of the collaboration agreements that represent activities in which both parties are active participants and to which both parties are exposed to the significant risks and rewards that are dependent on the commercial success of the activities, are recorded as collaborative arrangements. The Company also considers the guidance in ASC 606 by analogy in determining the appropriate treatment for the transactions between the Company and its collaborators and the transactions between the Company and third parties. Generally, the classification of transactions under the collaborative arrangements is determined based on the nature and contractual terms of the arrangement along with the nature of the operations of the participants. To the extent revenue is generated from a collaboration, the Company will recognize its share of the net sales on a gross basis if it is deemed to be the principal in the transactions with customers, or on a net basis if it is instead deemed to be the agent in the transactions with customers, consistent with the guidance in ASC 606. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability between market participants at measurement dates. ASC 820, Fair Value Measurement , establishes a three-level valuation hierarchy for instruments measured at fair value. The hierarchy is based on the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Marketable Securities | Marketable Securities The Company’s investment strategy is focused on capital preservation. The Company invests in instruments that meet the credit quality standards outlined in the Company’s investment policy. Short-term marketable securities consist of investments in debt securities with maturities greater than three months and less than one year from the balance sheet date. The Company classifies all of its marketable securities as available-for-sale. Accordingly, these investments are recorded at fair value. Fair value is determined based on quoted market prices. Amortization and accretion of discounts and premiums are recorded as interest income within other income (expense), net. Realized gains and losses are included in other income (expense), net. The Company assesses its available-for-sale debt securities under the available-for-sale debt security impairment model in ASC 326, Financial Instruments - Credit Losses , as of each reporting date in order to determine if a portion of any decline in fair value below carrying value recognized on its available-for-sale debt securities is the result of a credit loss. The Company records credit losses in the consolidated statements of operations and comprehensive loss as a component of other income (expense), net, which is limited to the difference between the fair value and the amortized cost of the security. To date, the Company has not recorded any credit losses on its available-for-sale debt securities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity, or a remaining maturity at the time of purchase, of three months or less to be cash equivalents. The Company invests excess cash primarily in money market funds, commercial paper and government agency securities, which are highly liquid and have strong credit ratings. These investments are subject to minimal credit and market risks. Cash and cash equivalents are stated at cost, which approximates market value. |
Accounting for Stock-based Compensation | Accounting for Stock-based Compensation The Company accounts for its stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation ("ASC 718"). ASC 718 requires all stock-based payments to employees, directors and non-employees to be recognized as expense in the statements of operations based on their grant date fair values. The Company estimates the fair value of options granted using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires inputs based on certain subjective assumptions, including (a) the expected stock price volatility, (b) the calculation of expected term of the award, (c) the risk-free interest rate and (d) expected dividends. The expected stock price volatility is calculated based on a period of time commensurate with the expected term assumption. Historically, due to the lack of a public market for the Company's common stock prior to completion of its initial public offering and a lack of company-specific historical and implied volatility data, the Company based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The computation of expected volatility was based on the historical volatility of a representative group of companies with similar characteristics to the Company, including stage of product development and life science industry focus. During 2022, the Company began to estimate its volatility by using a blend of its stock price history for the length of time it has market data for its stock and the historical volatility of similar public companies for the expected term of each grant. During 2023, the Company began to estimate its volatility solely using its stock price history. The Company uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. For option grants with an expected term for which sufficient stock price history for the Company exists, expected stock price volatility is calculated using the average of volatilities for the period of the expected term prior to the grant date. For options granted to non-employees, the Company utilizes the contractual term of the option arrangement as the basis for the expected term assumption. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to do so. The Company determines the fair value of each restricted stock unit ("RSU") at its grant date based on the closing market price of the Company’s common stock on that date or, if the date of grant is not a day on which the Company's primary trading market was open, the immediately preceding trading day. For stock-based compensation subject to service-based vesting conditions, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock-based compensation on a straight-line basis over the requisite service period. The Company records forfeitures as a cumulative adjustment in the period in which they occur. |
Property and Equipment | Property and Equipment Upon retirement or sale, the cost of the disposed assets and the related accumulated depreciation are eliminated from the balance sheet, and related gains or losses are reflected in the statements of operations and comprehensive loss. There were no material sales of assets during the years ended December 31, 2023, 2022 and 2021. The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. If the Company performs an impairment review to evaluate an asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the asset to its carrying value. If the carrying amount of the asset exceeds its estimated undiscounted future net cash flows, the Company recognizes an impairment charge in the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not recognize impairment charges during the years ended December 31, 2023, 2022 and 2021. |
Leases | Leases Consistent with ASC 842, Leases , the Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use lease assets ("ROU assets"), current portion of lease obligations and long-term lease obligations on the Company’s consolidated balance sheets. Assets subject to finance leases are included in property and equipment, and the related lease obligation is included in other current liabilities and other long-term liabilities on the Company’s consolidated balance sheets. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense while expense for financing leases is recognized as depreciation expense and interest expense using the effective interest method. The Company has elected the short-term lease recognition exemption for short-term leases, which allows the Company not to recognize lease liabilities and ROU assets on the consolidated balance sheets for leases with an original term of twelve months or less. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease obligations represent the Company’s obligation to make lease payments arising from the lease. Operating lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Certain adjustments to the ROU asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the fixed rate at which the Company could borrow, on a collateralized basis, the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. The Company accounts for lease agreements with lease and non-lease components separately. |
Patent Costs | Patent Costs The Company expenses patent application and related legal costs as incurred and classifies such costs as general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes ("ASC 740"), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. The Company determines its deferred tax assets and liabilities based on differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is more likely than not to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) comprises net loss and other comprehensive loss. For the years ended December 31, 2023 and 2022, other comprehensive income (loss) consisted of changes in unrealized income and loss on marketable securities. For the year ended December 31, 2021, comprehensive loss equaled net loss. |
Concentration of Credit Risk and Off-balance Sheet Risk | Concentration of Credit Risk and Off-balance Sheet Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash equivalents and marketable securities. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. The Company does not believe that it is subject to any significant concentrations of credit risk from these financial instruments. The Company has no financial instruments with off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies, and the Company adopts such pronouncements as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards has had or may have a material impact on the Company's consolidated financial statements or disclosures. In November 2023, the FASB issued Accounting Standard Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the disclosure requirements related to the new standard. In December 2023, the FASB, issued Accounting Standard Update 2023-09, Improvements to Income Tax Disclosures , which requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the disclosure requirements related to the new standard. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life of Property and Equipment | Depreciation is computed using the straight-line method over the estimated useful life of each asset as follows: Computer equipment, office equipment and software 3 years Laboratory equipment 5 years Leasehold improvements Shorter of useful life or life of lease |
Collaboration agreements (Table
Collaboration agreements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Collaboration agreements | |
Schedule of Changes in the Balance of Our Contract Assets and Liabilities and Recognized Revenue | The following table presents changes in the balances of the Company's contract liabilities: Balance at Beginning of Period Additions Deductions Balance at End of Period Year ended December 31, 2023 Contract liabilities: Total deferred revenue $ 147,653 $ 5,517 $ 27,856 $ 125,314 Year ended December 31, 2022 Contract liabilities: Total deferred revenue $ 3,944 $ 170,000 $ 26,291 $ 147,653 During the years ended December 31, 2023 and 2022 the Company recognized the following revenues as a result of changes in the contract liability balances in the respective periods: Year ended December 31, 2023 2022 Revenue recognized in the period from: Amounts included in the contract liability at the beginning of the period $ 27,870 $ 43 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following table presents information about the Company's assets measured at fair value on a recurring basis and indicates the level within fair value hierarchy of the valuation techniques utilized to determine such value. December 31, 2023 (in thousands) Total Quoted Prices Significant Significant Cash equivalents Money market funds $ 90,649 $ 90,649 $ — $ — U.S. treasury securities 24,889 24,889 — — $ 115,538 $ 115,538 $ — $ — Marketable securities U.S. treasury securities $ 29,548 $ 29,548 $ — $ — U.S government agency securities 4,975 — 4,975 — $ 34,523 $ 29,548 $ 4,975 $ — December 31, 2022 (in thousands) Total Quoted Prices Significant Significant Cash equivalents Money market funds $ 50,471 $ 50,471 $ — $ — U.S. government agency securities 9,993 — 9,993 — $ 60,464 $ 50,471 $ 9,993 $ — Marketable securities U.S. treasury securities $ 107,810 $ 107,810 $ — $ — U.S. government agency securities 44,017 — 44,017 — $ 151,827 $ 107,810 $ 44,017 $ — |
Cash, cash equivalents, and s_2
Cash, cash equivalents, and short-term marketable securities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Restricted Cash | The following table summarizes the Company's cash, cash equivalents, and restricted cash as of December 31, 2023 and 2022. (in thousands) Year Ended Year Ended December 31, 2022 Beginning End Beginning End Cash and cash equivalents $ 128,885 $ 174,561 $ 177,947 $ 128,885 Restricted cash included in other assets, noncurrent 478 478 478 478 Total cash, cash equivalents and restricted cash per statement of cash flows $ 129,363 $ 175,039 $ 178,425 $ 129,363 |
Schedule of Marketable Securities | The following table summarizes the Company's marketable securities held at December 31, 2023 and 2022. December 31, 2023 (in thousands) Amortized Gross Gross Fair Marketable securities U.S. treasury securities $ 29,535 $ 13 $ — $ 29,548 U.S. government agency securities 4,977 — (2) 4,975 $ 34,512 $ 13 $ (2) $ 34,523 December 31, 2022 (in thousands) Amortized Gross Gross Fair Marketable securities U.S. treasury securities $ 107,964 $ 7 $ (161) $ 107,810 U.S. government agency securities 44,016 24 (23) 44,017 Total $ 151,980 $ 31 $ (184) $ 151,827 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following as of December 31, 2023 and 2022: (in thousands) December 31, December 31, Laboratory equipment $ 8,246 $ 7,960 Leasehold improvements 2,206 1,943 Computers, software, and office equipment 2,449 1,824 Total property and equipment at cost 12,901 11,727 Less: Accumulated depreciation (9,070) (7,742) $ 3,831 $ 3,985 |
Accrued expenses (Tables)
Accrued expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following as of December 31, 2023 and 2022: (in thousands) December 31, December 31, Accrued payroll and related expenses $ 8,807 $ 11,558 Accrued clinical expenses 5,063 14,822 Accrued research and non-clinical expenses 3,090 2,767 Accrued manufacturing expenses 2,566 11,536 Accrued restructuring expenses 1,047 — Accrued professional fees 936 1,865 Accrued other 389 636 $ 21,898 $ 43,184 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is a summary of obligations under the New Credit Facility as of December 31, 2023: (in thousands) December 31, Total debt $ 25,000 Less: Current portion of long-term-debt (2,083) Total debt, net of current portion 22,917 Debt financing costs, net of accretion (237) Accretion related to final payment 468 Long-term debt, net $ 23,148 |
Schedule of Estimated Future Payments | As of December 31, 2023, the estimated future principal payments due are as follows: (in thousands) 2024 $ 2,083 2025 12,500 2026 10,417 Total debt $ 25,000 |
Stockholders_ equity (Tables)
Stockholders’ equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule for number of common stock reserved for exercise of outstanding stock options and warrants | December 31, December 31, Stock options 10,902,845 10,051,283 Restricted stock units 3,834,108 1,870,791 Warrants — 22,590 14,736,953 11,944,664 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of stock option activity is as follows: Number of Shares Weighted- Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2023 10,051,283 $ 9.84 7.2 $ 8,197 Granted 4,017,763 $ 4.76 Exercised (102,596) $ 4.25 Cancelled/forfeited (3,063,605) $ 12.00 Outstanding at December 31, 2023 10,902,845 $ 7.42 6.8 $ 1,786 Exercisable at December 31, 2023 6,499,540 $ 8.23 5.5 $ 711 |
Schedule of Restricted Stock Unit Activity | A summary of the RSU activity is as follows: Number Weighted-Average Aggregate Weighted-Average Unvested at January 1, 2023 1,870,791 1.5 $ 10,963 $ 8.55 Granted 4,025,544 — $ 4.42 Vested (572,825) — $ 8.83 Forfeited (1,489,402) — $ 6.25 Unvested at December 31, 2023 3,834,108 1.4 $ 8,895 $ 5.01 |
Schedule of Stock-Based Compensation Expense by Award Type | The following table presents stock-based compensation expense by award type included within the Company’s consolidated statements of operations and comprehensive loss: Year ended December 31, (in thousands) 2023 2022 2021 Stock options $ 14,171 $ 15,814 $ 14,528 Restricted stock units and other stock awards 6,184 5,175 3,522 Employee stock purchase plan 781 533 359 Stock-based compensation expense included in total operating expenses $ 21,136 $ 21,522 $ 18,409 |
Schedule of Stock-Based Compensation Expense as Reflected in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss | The following table presents stock-based compensation expense as reflected in the Company’s consolidated statements of operations and comprehensive loss: Year ended December 31, (in thousands) 2023 2022 2021 Research and development $ 11,043 $ 11,386 $ 9,984 General and administrative 10,093 10,136 8,425 Stock-based compensation expense included in total operating expenses $ 21,136 $ 21,522 $ 18,409 |
Schedule of Weighted Average Assumptions for Estimating Fair Value of Option Awards | The fair value of each option award is estimated on the date of grant using the Black–Scholes option pricing model with the following weighted average assumptions: December 31, 2023 2022 2021 Risk-free interest rate 3.8 % 2.1 % 0.9 % Expected dividend yield — % — % — % Expected term (years) 6.05 5.99 6.06 Expected stock price volatility 103 % 88 % 82 % |
Net loss per share (Tables)
Net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Outstanding Potentially Dilutive Securities | The following table sets forth the outstanding potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to include them would be anti-dilutive (in common stock equivalent shares): Year ended December 31, 2023 2022 2021 Stock options 10,902,845 10,051,283 8,342,429 Unvested restricted stock units 3,834,108 1,870,791 817,609 Warrants — 22,590 39,474 14,736,953 11,944,664 9,199,512 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense included in research and development and general and administrative expenses in the statement of operations and comprehensive loss were as follows: Years ended December 31, (in thousands) 2023 2022 2021 Operating lease cost $ 3,838 $ 3,793 $ 3,502 Finance lease cost: Amortization of right-of-use assets $ 185 $ 194 $ 169 Interest on lease liabilities 16 28 28 $ 201 $ 222 $ 197 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: Year ended December 31, 2023 2022 Operating leases: Operating lease right-of-use assets $ 7,694 $ 10,475 Operating lease liabilities, current $ 3,252 $ 2,798 Operating lease liabilities $ 5,149 $ 8,575 Finance leases: Property and equipment, gross $ 1,038 $ 1,038 Property and equipment, accumulated depreciation $ (723) $ (539) Other liabilities, current $ 144 $ 240 Other liabilities $ 54 $ 203 Weighted-average remaining lease term: Operating leases 2.3 years 3.3 years Finance leases 1.1 years 2.0 years Weighted-average discount rate: Operating leases 10.8 % 10.8 % Finance leases 4.4 % 5.4 % |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: Year ended December 31, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,029 $ 3,865 Operating cash flows from finance leases $ 16 $ 28 Financing cash flows from finance leases $ 262 $ 272 |
Schedule of Future Minimum Payments Under Operating Leases | Future lease payments under non-cancellable leases as of December 31, 2023 were as follows: (in thousands) Operating leases Finance leases 2024 $ 3,975 $ 141 2025 4,187 48 2026 1,310 8 2027 and thereafter — — Total lease payments 9,472 197 Present value adjustment (1,069) — Present value of lease liabilities $ 8,403 $ 197 |
Schedule of Future Minimum Payments on Finance Leases | Future lease payments under non-cancellable leases as of December 31, 2023 were as follows: (in thousands) Operating leases Finance leases 2024 $ 3,975 $ 141 2025 4,187 48 2026 1,310 8 2027 and thereafter — — Total lease payments 9,472 197 Present value adjustment (1,069) — Present value of lease liabilities $ 8,403 $ 197 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Tax Rates | A reconciliation of the effective tax rate for the years ended December 31, 2023 and 2022 is as follows: 2023 2022 Statutory US Federal Rate 21.0 % 21.0 % State taxes, net of federal benefit 5.5 % 5.7 % Permanent differences (0.1) % (0.1) % General business credits 4.0 % 4.4 % Stock compensation (1.9) % (1.4) % Change in valuation allowance (28.5) % (29.6) % — % — % |
Schedule of Significant Components of Net Deferred Tax Assets | Significant components of the Company’s net deferred tax assets as of December 31, 2023 and 2022 are as follows: (in thousands) 2023 2022 Deferred tax assets: Net operating losses $ 126,798 $ 113,981 R&D capitalization 67,107 40,380 Tax credit carryforwards 28,409 21,429 Stock-based compensation 6,899 6,522 Accrued expenses 3,142 3,340 Lease liabilities 2,274 3,096 Capitalized licenses 2,725 3,077 Deferred revenue 3,688 1,062 Depreciation 353 437 Other 156 116 Total gross deferred tax assets 241,551 193,440 Valuation allowance (239,468) (190,588) Net deferred tax assets less valuation allowance 2,083 2,852 Deferred tax liabilities Right-of-use assets (2,083) (2,852) Total gross deferred tax liabilities (2,083) (2,852) Net deferred taxes $ — $ — |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | The following table summarizes the charges incurred in connection with the Restructuring: (in thousands) Severance & Employee Related Costs Contract Termination and Other Costs Total Costs Cumulative costs to date $ 6,924 $ 1,789 $ 8,713 Costs incurred during the year ended December 31, 2023 $ 6,924 $ 1,789 $ 8,713 The following tables summarizes the charges incurred in connection with the Restructuring related to research and development activities and general and administrative activities: (in thousands) Year ended December 31, 2023 Research and development related $ 5,393 General and administrative related $ 3,320 Accrued restructuring costs, which are included in accrued expenses on the consolidated balance sheets, were as follows: (in thousands) Severance & Employee Related Costs Contract Termination Costs Total Costs Balance at December 31, 2022 $ — $ — $ — Additional expense 6,924 372 7,296 Cash payments (5,917) — (5,917) Other adjustments (252) (80) (332) Balance at December 31, 2023 $ 755 $ 292 $ 1,047 |
Nature of business and basis _2
Nature of business and basis of presentation (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) candidate | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of additional preclinical candidates | candidate | 2 | ||
Net loss | $ 171,670 | $ 204,212 | $ 170,060 |
Accumulated deficit | $ 826,361 | $ 654,691 |
Summary of significant accoun_4
Summary of significant accounting policies - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Billing term | 30 days |
Summary of significant accoun_5
Summary of significant accounting policies - Stock-Based Compensation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Expected dividend yield | 0% | 0% | 0% |
Summary of significant accoun_6
Summary of significant accounting policies - Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, equipment and software, net | |||
Asset impairment charges | $ 0 | $ 0 | $ 0 |
Computer equipment, office equipment and software | |||
Property, equipment and software, net | |||
Estimated useful life | 3 years | ||
Laboratory equipment | |||
Property, equipment and software, net | |||
Estimated useful life | 5 years |
Summary of significant accoun_7
Summary of significant accounting policies - Risks (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Concentration of Credit Risk and Off-balance Sheet Risk | |
Financial instruments with off-balance sheet risk | $ 0 |
Collaboration agreements - Glax
Collaboration agreements - GlaxoSmithKline (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 06, 2022 USD ($) performanceObligation | |
Collaboration agreements | |||||
Collaboration revenue | $ 36,855 | $ 26,581 | $ 43 | ||
Deferred revenue | 125,314 | 147,653 | $ 3,944 | ||
GSK Agreement | |||||
Collaboration agreements | |||||
Upfront payment received | $ 100,000 | ||||
Collaboration arrangement, potential option exercise receivable | 90,000 | ||||
Revised transaction price | $ 100,000 | ||||
Performance obligations identified | performanceObligation | 2 | ||||
Collaboration revenue | 3,400 | 2,000 | |||
Deferred revenue | $ 94,600 | $ 98,000 | |||
GSK Agreement | Developmental, Commercial, And Regulatory | |||||
Collaboration agreements | |||||
Aggregate milestones | 1,300,000 | ||||
GSK Agreement | Early Clinical Development | |||||
Collaboration agreements | |||||
Aggregate milestones | $ 30,000 |
Collaboration agreements - John
Collaboration agreements - Johnson & Johnson (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 USD ($) target license performanceObligation | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Collaboration agreements | ||||
Collaboration revenue | $ 36,855 | $ 26,581 | $ 43 | |
Deferred revenue | 125,314 | 147,653 | $ 3,944 | |
Johnson & Johnson Agreement | ||||
Collaboration agreements | ||||
Number of targets designated | target | 3 | |||
Upfront payment received | $ 40,000 | |||
Number of licenses | license | 2 | |||
Performance obligations identified | performanceObligation | 7 | |||
Revised transaction price | $ 40,000 | 48,000 | ||
Transaction price adjustment | 6,000 | |||
Collaboration revenue | 16,600 | 24,200 | ||
Deferred revenue | $ 10,400 | $ 15,800 | ||
Johnson & Johnson Agreement | Development and Regulatory | ||||
Collaboration agreements | ||||
Aggregate milestones | 505,000 | |||
Johnson & Johnson Agreement | Commercial | ||||
Collaboration agreements | ||||
Aggregate milestones | $ 530,000 |
Collaboration agreements - Merc
Collaboration agreements - Merck Immunosynthen Agreement (Details) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 USD ($) license target performanceObligation | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) license target performanceObligation | Dec. 31, 2021 USD ($) | |
Collaboration agreements | ||||
Collaboration revenue | $ 36,855,000 | $ 26,581,000 | $ 43,000 | |
Deferred revenue | $ 147,653,000 | 125,314,000 | $ 147,653,000 | $ 3,944,000 |
2022 Merck KGaA Agreement | ||||
Collaboration agreements | ||||
Number of targets designated | target | 2 | 2 | ||
Upfront payment received | $ 30,000,000 | |||
Number of licenses | license | 2 | 2 | ||
Performance obligations identified | performanceObligation | 4 | 4 | ||
Revised transaction price | $ 32,000,000 | $ 32,000,000 | ||
Contract with customer, receivable, after allowance for credit loss | 30,000,000 | 30,000,000 | ||
Collaboration revenue | 10,700,000 | 0 | ||
Deferred revenue | 30,000,000 | $ 20,200,000 | 30,000,000 | |
2022 Merck KGaA Agreement | Developmental And Regulatory | ||||
Collaboration agreements | ||||
Aggregate milestones | 200,000,000 | 200,000,000 | ||
2022 Merck KGaA Agreement | Commercial | ||||
Collaboration agreements | ||||
Aggregate milestones | $ 600,000,000 | $ 600,000,000 |
Collaboration agreements - Me_2
Collaboration agreements - Merck Dolaflexin Agreement (Details) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) target | Dec. 31, 2021 USD ($) | Sep. 30, 2023 target | Feb. 28, 2022 target | |
Collaboration agreements | |||||
Collaboration revenue | $ 36,855,000 | $ 26,581,000 | $ 43,000 | ||
Deferred revenue | 125,314,000 | 147,653,000 | $ 3,944,000 | ||
2014 Merck KGaA Agreement and 2018 Merck KGaA Supply Agreement | |||||
Collaboration agreements | |||||
Collaboration revenue | 3,700,000 | ||||
Deferred revenue | 0 | 3,900,000 | |||
Contract assets | 0 | 0 | |||
2014 Merck KGaA | |||||
Collaboration agreements | |||||
Number of targets designated | target | 6 | ||||
Johnson & Johnson Agreement | |||||
Collaboration agreements | |||||
Collaboration revenue | 16,600,000 | 24,200,000 | |||
Number of targets designated | target | 3 | ||||
Deferred revenue | 10,400,000 | 15,800,000 | |||
Contract assets | 0 | 0 | |||
2022 Merck KGaA Agreement | |||||
Collaboration agreements | |||||
Collaboration revenue | 10,700,000 | $ 0 | |||
Number of targets designated | target | 2 | ||||
Deferred revenue | 20,200,000 | $ 30,000,000 | |||
Contract assets | 0 | 0 | |||
GSK Agreement | |||||
Collaboration agreements | |||||
Collaboration revenue | 3,400,000 | 2,000,000 | |||
Deferred revenue | 94,600,000 | 98,000,000 | |||
Contract assets | $ 0 | $ 0 |
Collaboration agreements - Summ
Collaboration agreements - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contract Liabilities [Roll Forward] | ||
Balance at Beginning of Period | $ 147,653 | $ 3,944 |
Additions | 5,517 | 170,000 |
Deductions | 27,856 | 26,291 |
Balance at End of Period | 125,314 | 147,653 |
Amounts included in the contract liability at the beginning of the period | $ 27,870 | $ 43 |
Collaboration agreements - Othe
Collaboration agreements - Other Revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaboration agreements | |||
Collaboration revenue | $ 36,855,000 | $ 26,581,000 | $ 43,000 |
Limited services | Asana BioSciences | |||
Collaboration agreements | |||
Collaboration revenue | 0 | $ 300,000 | $ 0 |
Development Milestone Achieved | Asana BioSciences | |||
Collaboration agreements | |||
Collaboration revenue | $ 2,500,000 |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair value measurements | ||
Marketable securities | $ 34,523 | $ 151,827 |
U.S. treasury securities | ||
Fair value measurements | ||
Marketable securities | 29,548 | 107,810 |
U.S government agency securities | ||
Fair value measurements | ||
Marketable securities | 4,975 | 44,017 |
Recurring basis | ||
Fair value measurements | ||
Cash equivalents | 115,538 | 60,464 |
Marketable securities | 34,523 | 151,827 |
Recurring basis | Quoted Prices in Active Markets (Level 1) | ||
Fair value measurements | ||
Cash equivalents | 115,538 | 50,471 |
Marketable securities | 29,548 | 107,810 |
Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Fair value measurements | ||
Cash equivalents | 0 | 9,993 |
Marketable securities | 4,975 | 44,017 |
Recurring basis | Significant Unobservable Inputs (Level 3) | ||
Fair value measurements | ||
Cash equivalents | 0 | 0 |
Marketable securities | 0 | 0 |
Recurring basis | Money market funds | ||
Fair value measurements | ||
Cash equivalents | 90,649 | 50,471 |
Recurring basis | Money market funds | Quoted Prices in Active Markets (Level 1) | ||
Fair value measurements | ||
Cash equivalents | 90,649 | 50,471 |
Recurring basis | Money market funds | Significant Other Observable Inputs (Level 2) | ||
Fair value measurements | ||
Cash equivalents | 0 | 0 |
Recurring basis | Money market funds | Significant Unobservable Inputs (Level 3) | ||
Fair value measurements | ||
Cash equivalents | 0 | 0 |
Recurring basis | U.S. treasury securities | ||
Fair value measurements | ||
Cash equivalents | 24,889 | |
Marketable securities | 29,548 | 107,810 |
Recurring basis | U.S. treasury securities | Quoted Prices in Active Markets (Level 1) | ||
Fair value measurements | ||
Cash equivalents | 24,889 | |
Marketable securities | 29,548 | 107,810 |
Recurring basis | U.S. treasury securities | Significant Other Observable Inputs (Level 2) | ||
Fair value measurements | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Recurring basis | U.S. treasury securities | Significant Unobservable Inputs (Level 3) | ||
Fair value measurements | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Recurring basis | U.S government agency securities | ||
Fair value measurements | ||
Cash equivalents | 9,993 | |
Marketable securities | 4,975 | 44,017 |
Recurring basis | U.S government agency securities | Quoted Prices in Active Markets (Level 1) | ||
Fair value measurements | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Recurring basis | U.S government agency securities | Significant Other Observable Inputs (Level 2) | ||
Fair value measurements | ||
Cash equivalents | 9,993 | |
Marketable securities | 4,975 | 44,017 |
Recurring basis | U.S government agency securities | Significant Unobservable Inputs (Level 3) | ||
Fair value measurements | ||
Cash equivalents | 0 | |
Marketable securities | $ 0 | $ 0 |
Cash, cash equivalents, and s_3
Cash, cash equivalents, and short-term marketable securities - Schedule of Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 174,561 | $ 128,885 | $ 177,947 | |
Restricted cash included in other assets, noncurrent | 478 | 478 | 478 | |
Total cash, cash equivalents and restricted cash per statement of cash flows | $ 175,039 | $ 129,363 | $ 178,425 | $ 255,415 |
Cash, cash equivalents, and s_4
Cash, cash equivalents, and short-term marketable securities - Debt Securities, Available-for-Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 34,512 | $ 151,980 |
Gross Unrealized Gains | 13 | 31 |
Gross Unrealized Losses | (2) | (184) |
Short-term marketable securities | 34,523 | 151,827 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 29,535 | 107,964 |
Gross Unrealized Gains | 13 | 7 |
Gross Unrealized Losses | 0 | (161) |
Short-term marketable securities | 29,548 | 107,810 |
U.S government agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 4,977 | 44,016 |
Gross Unrealized Gains | 0 | 24 |
Gross Unrealized Losses | (2) | (23) |
Short-term marketable securities | $ 4,975 | $ 44,017 |
Cash, cash equivalents, and s_5
Cash, cash equivalents, and short-term marketable securities - Narrative (Details) | Dec. 31, 2023 USD ($) security | Dec. 31, 2022 USD ($) |
Cash and Cash Equivalents [Abstract] | ||
Number of securities in an unrealized loss position | security | 1 | |
Securities in an unrealized loss position, accumulated loss | $ | $ 5,000,000 | |
Securities in an unrealized loss position greater than 12 months | security | 0 | |
Charges for credit-related impairments | $ | $ 0 | $ 0 |
Property and equipment - Summar
Property and equipment - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, equipment and software, net | ||
Total property and equipment at cost | $ 12,901 | $ 11,727 |
Less: Accumulated depreciation | (9,070) | (7,742) |
Property and equipment, net | 3,831 | 3,985 |
Laboratory equipment | ||
Property, equipment and software, net | ||
Total property and equipment at cost | 8,246 | 7,960 |
Leasehold improvements | ||
Property, equipment and software, net | ||
Total property and equipment at cost | 2,206 | 1,943 |
Computers, software, and office equipment | ||
Property, equipment and software, net | ||
Total property and equipment at cost | $ 2,449 | $ 1,824 |
Property and equipment - Narrat
Property and equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 1.5 | $ 0.9 | $ 0.9 |
Accrued expenses (Details)
Accrued expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Accrued payroll and related expenses | $ 8,807 | $ 11,558 |
Accrued clinical expenses | 5,063 | 14,822 |
Accrued research and non-clinical expenses | 3,090 | 2,767 |
Accrued manufacturing expenses | 2,566 | 11,536 |
Accrued restructuring expenses | 1,047 | 0 |
Accrued professional fees | 936 | 1,865 |
Accrued other | 389 | 636 |
Total | $ 21,898 | $ 43,184 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 12 Months Ended | |||||
Oct. 29, 2021 | Aug. 28, 2020 | May 08, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Existing Credit Facility | ||||||
Debt | ||||||
Interest expense | $ 0 | $ 0 | $ 800,000 | |||
New Credit Facility | ||||||
Debt | ||||||
Interest expense | $ 3,900,000 | $ 3,200,000 | ||||
Line of credit | Existing Credit Facility | ||||||
Debt | ||||||
Proceeds from line of credit | $ 5,000,000 | |||||
Line of credit | Existing Credit Facility | Minimum | ||||||
Debt | ||||||
Debt interest rate percentage | 4% | |||||
Line of credit | Existing Credit Facility | Minimum | Prime rate | ||||||
Debt | ||||||
Spread (as a percent) | (1.50%) | |||||
Line of credit | Amended Credit Facility | ||||||
Debt | ||||||
Proceeds from line of credit | $ 5,200,000 | |||||
Repayments of lines of credit | $ 5,500,000 | |||||
Line of credit | Amended Credit Facility | Minimum | ||||||
Debt | ||||||
Debt interest rate percentage | 4.25% | |||||
Line of credit | Amended Credit Facility | Minimum | Prime rate | ||||||
Debt | ||||||
Spread (as a percent) | 1% | |||||
Line of credit | New Credit Facility | ||||||
Debt | ||||||
Proceeds from line of credit | $ 25,000,000 | |||||
Final payment as percentage of original principal amount | 4.25% | |||||
Additional rate in event of default | 5% | |||||
Line of credit | New Credit Facility | Prepayment Occurs After October 29, 2023 but Before October 1, 2026 | ||||||
Debt | ||||||
Prepayment fee percentage | 1% | |||||
Line of credit | New Credit Facility | Minimum | ||||||
Debt | ||||||
Debt interest rate percentage | 8.50% | |||||
Line of credit | New Credit Facility | Minimum | Prime rate | ||||||
Debt | ||||||
Spread (as a percent) | 5.25% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Total debt | $ 25,000 | |
Less: Current portion of long-term-debt | (2,083) | |
Total debt, net of current portion | 22,917 | |
Debt financing costs, net of accretion | (237) | |
Accretion related to final payment | 468 | |
Long-term debt, net | $ 23,148 | $ 24,929 |
Debt - Schedule of Estimated Fu
Debt - Schedule of Estimated Future Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Estimated future principal payments | |
2024 | $ 2,083 |
2025 | 12,500 |
2026 | 10,417 |
Total debt | $ 25,000 |
Stockholders_ equity - Narrativ
Stockholders’ equity - Narrative (Details) | 12 Months Ended | ||||||||
Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2013 $ / shares | Nov. 30, 2022 USD ($) | Jun. 09, 2022 $ / shares shares | Jun. 08, 2022 shares | Feb. 28, 2022 USD ($) | May 31, 2020 USD ($) | |
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | |||||||
Preferred stock, shares issued (in shares) | 0 | 0 | |||||||
Warrant exercise price per share (in dollars per share) | $ / shares | $ 0.05 | ||||||||
Contractual life of warrants | 10 years | ||||||||
Number of shares of common stock into which warrants may be converted (in shares) | 0 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 | 350,000,000 | 175,000,000 | |||||
Number of shares reserved for future issuance (in shares) | 14,736,953 | 11,944,664 | |||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise of common stock warrant (in shares) | 16,654 | ||||||||
Number of votes per common share | vote | 1 | ||||||||
Warrants and share-based payment awards | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares reserved for future issuance (in shares) | 14,736,953 | 11,944,664 | |||||||
At Market Equity Offering Program (2020 ATM) | |||||||||
Class of Stock [Line Items] | |||||||||
Amount of shares authorized to be offered and sold | $ | $ 100,000,000 | ||||||||
Proceeds from issuance of common stock | $ | $ 54,800,000 | $ 43,100,000 | |||||||
At Market Equity Offering Program (2020 ATM) | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares sold (in shares) | 11,740,210 | 3,961,074 | |||||||
At Market Equity Offering Program (February 2022 ATM) | |||||||||
Class of Stock [Line Items] | |||||||||
Amount of shares authorized to be offered and sold | $ | $ 100,000,000 | ||||||||
Proceeds from issuance of common stock | $ | $ 1,600,000 | $ 96,400,000 | |||||||
At Market Equity Offering Program (February 2022 ATM) | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares sold (in shares) | 256,386 | 18,757,665 | |||||||
At Market Equity Offering Program (November 2022 ATM) | |||||||||
Class of Stock [Line Items] | |||||||||
Amount of shares authorized to be offered and sold | $ | $ 150,000,000 | ||||||||
Proceeds from issuance of common stock | $ | $ 92,200,000 | ||||||||
At Market Equity Offering Program (November 2022 ATM) | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares sold (in shares) | 14,208,145 | ||||||||
Stock issuance program, remaining unsold and available amount | $ | $ 55,900,000 |
Stockholders_ equity - Common S
Stockholders’ equity - Common Stock (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Number of shares reserved for future issuance (in shares) | 14,736,953 | 11,944,664 |
Warrants and share-based payment awards | ||
Class of Stock [Line Items] | ||
Number of shares reserved for future issuance (in shares) | 14,736,953 | 11,944,664 |
Share-based payments | Stock options | ||
Class of Stock [Line Items] | ||
Number of shares reserved for future issuance (in shares) | 10,902,845 | 10,051,283 |
Share-based payments | Restricted stock units | ||
Class of Stock [Line Items] | ||
Number of shares reserved for future issuance (in shares) | 3,834,108 | 1,870,791 |
Warrants | ||
Class of Stock [Line Items] | ||
Number of shares reserved for future issuance (in shares) | 0 | 22,590 |
Stock-based compensation - Narr
Stock-based compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jan. 01, 2023 | Jun. 30, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | Feb. 28, 2022 | |
Share-based awards | |||||||
Weighted-average grant date fair value of options granted (in dollars per share) | $ 3.82 | $ 3.97 | $ 11.71 | ||||
Intrinsic value of options exercised | $ 300 | $ 1,500 | $ 4,300 | ||||
Cash received from the exercise of stock options (in dollars) | $ 427 | $ 1,331 | $ 1,837 | ||||
Number of shares reserved for future issuance (in shares) | 14,736,953 | 11,944,664 | |||||
Expected dividend yield | 0% | 0% | 0% | ||||
Stock options | |||||||
Share-based awards | |||||||
Unrecognized stock compensation cost, unvested stock options | $ 14,800 | ||||||
Weighted-average amortization period of unrecognized stock compensation cost | 1 year 7 months 6 days | ||||||
Unvested restricted stock units | |||||||
Share-based awards | |||||||
Fair value of RSUs vested | $ 3,100 | $ 1,500 | $ 5,800 | ||||
Unrecognized stock compensation cost, unvested RSUs | $ 11,800 | ||||||
Weighted-average amortization period of unrecognized stock compensation cost | 2 years 4 months 24 days | ||||||
Unvested restricted stock units | Non-employee director | |||||||
Share-based awards | |||||||
Vesting period | 1 year | ||||||
Unvested restricted stock units | Minimum | |||||||
Share-based awards | |||||||
Vesting period | 1 year | ||||||
Unvested restricted stock units | Maximum | |||||||
Share-based awards | |||||||
Vesting period | 4 years | ||||||
2017 Plan | |||||||
Share-based awards | |||||||
Cumulative annual increase in number of shares issuable, percentage | 4% | ||||||
Additional shares authorized (in shares) | 4,205,794 | ||||||
Grants in period (in shares) | 7,211,153 | ||||||
Number of shares available for future issuance (in shares) | 2,043,328 | ||||||
2017 Plan | Maximum | |||||||
Share-based awards | |||||||
Expiration period | 10 years | ||||||
2017 Plan | Stock options | |||||||
Share-based awards | |||||||
Vesting period | 4 years | ||||||
2017 Plan | Stock options | Board of Directors | |||||||
Share-based awards | |||||||
Vesting period | 3 years | ||||||
2017 Plan | Stock options | Non-employee director | |||||||
Share-based awards | |||||||
Vesting period | 1 year | ||||||
Inducement Award Program | |||||||
Share-based awards | |||||||
Grants in period (in shares) | 877,575 | ||||||
Number of shares available for future issuance (in shares) | 1,170,752 | ||||||
Number of shares authorized (in shares) | 2,000,000 | ||||||
Prior to Inducement Award Program | |||||||
Share-based awards | |||||||
Number of shares authorized (in shares) | 457,500 | ||||||
2017 ESPP | Employee stock purchase plan | |||||||
Share-based awards | |||||||
Additional shares authorized (in shares) | 450,000 | ||||||
Number of shares available for future issuance (in shares) | 364,283 | ||||||
Number of shares reserved for future issuance (in shares) | 225,000 | ||||||
Purchase of common stock under ESPP (in shares) | 381,508 | 270,774 | |||||
2017 ESPP | Employee stock purchase plan | Common Stock | |||||||
Share-based awards | |||||||
Cumulative annual increase in number of shares issuable, percentage | 1% | ||||||
Maximum annual increase (in shares) | 450,000 | ||||||
2017 ESPP | Employee stock purchase plan | Maximum | |||||||
Share-based awards | |||||||
Number of shares authorized (in shares) | 4,725,000 |
Stock-based compensation - Acti
Stock-based compensation - Activity Under Stock Option Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Shares | ||
Outstanding at beginning of period (in shares) | 10,051,283 | |
Granted (in shares) | 4,017,763 | |
Exercised (in shares) | (102,596) | |
Cancelled/forfeited (in shares) | (3,063,605) | |
Outstanding at end of period (in shares) | 10,902,845 | 10,051,283 |
Exercisable, at end of period (in shares) | 6,499,540 | |
Weighted- Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 9.84 | |
Granted (in dollars per share) | 4.76 | |
Exercised (in dollars per share) | 4.25 | |
Cancelled/forfeited (in dollars per share) | 12 | |
Outstanding at end of period (in dollars per share) | 7.42 | $ 9.84 |
Exercisable, at end of period (in dollars per share) | $ 8.23 | |
Additional Disclosures | ||
Weighted average remaining contractual term, options outstanding | 6 years 9 months 18 days | 7 years 2 months 12 days |
Weighted average remaining contractual term, options exercisable | 5 years 6 months | |
Aggregate intrinsic value, options outstanding | $ 1,786 | $ 8,197 |
Aggregate intrinsic value, options exercisable | $ 711 |
Stock-based compensation - Rest
Stock-based compensation - Restricted Stock Units and Other Stock Awards (Details) - Unvested restricted stock units - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Shares | ||
Unvested at beginning of period (in shares) | 1,870,791 | |
Granted (in shares) | 4,025,544 | |
Vested (in shares) | (572,825) | |
Forfeited (in shares) | (1,489,402) | |
Unvested at end of period (in shares) | 3,834,108 | 1,870,791 |
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value | ||
Weighted-average remaining contractual term | 1 year 4 months 24 days | 1 year 6 months |
Aggregate intrinsic value (in dollars) | $ 8,895 | $ 10,963 |
Weighted-Average Grant Date Fair Value | ||
Unvested at beginning of period (in dollars per share) | $ 8.55 | |
Granted (in dollars per share) | 4.42 | |
Vested (in dollars per share) | 8.83 | |
Forfeited (in dollars per share) | 6.25 | |
Unvested at end of period (in dollars per share) | $ 5.01 | $ 8.55 |
Stock-based compensation - Stoc
Stock-based compensation - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock options | |||
Stock-based compensation expense included in total operating expenses | $ 21,136 | $ 21,522 | $ 18,409 |
Research and development | |||
Stock options | |||
Stock-based compensation expense included in total operating expenses | 11,043 | 11,386 | 9,984 |
General and administrative | |||
Stock options | |||
Stock-based compensation expense included in total operating expenses | 10,093 | 10,136 | 8,425 |
Stock options | |||
Stock options | |||
Stock-based compensation expense included in total operating expenses | 14,171 | 15,814 | 14,528 |
Restricted stock units and other stock awards | |||
Stock options | |||
Stock-based compensation expense included in total operating expenses | 6,184 | 5,175 | 3,522 |
Employee stock purchase plan | |||
Stock options | |||
Stock-based compensation expense included in total operating expenses | $ 781 | $ 533 | $ 359 |
Stock-based compensation - Fair
Stock-based compensation - Fair Value Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Risk-free interest rate | 3.80% | 2.10% | 0.90% |
Expected dividend yield | 0% | 0% | 0% |
Expected term (years) | 6 years 18 days | 5 years 11 months 26 days | 6 years 21 days |
Expected stock price volatility | 103% | 88% | 82% |
Net loss per share (Details)
Net loss per share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Anti-dilutive securities | |||
Anti-dilutive securities (in shares) | 14,736,953 | 11,944,664 | 9,199,512 |
Stock options | |||
Anti-dilutive securities | |||
Anti-dilutive securities (in shares) | 10,902,845 | 10,051,283 | 8,342,429 |
Unvested restricted stock units | |||
Anti-dilutive securities | |||
Anti-dilutive securities (in shares) | 3,834,108 | 1,870,791 | 817,609 |
Warrants | |||
Anti-dilutive securities | |||
Anti-dilutive securities (in shares) | 0 | 22,590 | 39,474 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 05, 2021 |
Leases | |||
Lease liability | $ 8,403 | ||
Letter of credit for security deposit | $ 500 | $ 500 | |
Minimum | |||
Leases | |||
Finance lease, remaining lease term | 1 year | ||
Maximum | |||
Leases | |||
Finance lease, remaining lease term | 5 years | ||
Office space, Cambridge, MA, Leased | |||
Leases | |||
Renewal term | 5 years | ||
Office Space Expansion Cambridge Ma | |||
Leases | |||
Renewal term | 5 years | ||
Operating lease term of contract | 5 years | ||
Lease liability | $ 5,000 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 3,838 | $ 3,793 | $ 3,502 |
Finance lease cost: | |||
Amortization of right-of-use assets | 185 | 194 | 169 |
Interest on lease liabilities | 16 | 28 | 28 |
Finance lease cost | $ 201 | $ 222 | $ 197 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating leases: | ||
Operating lease right-of-use assets | $ 7,694 | $ 10,475 |
Operating lease liabilities, current | 3,252 | 2,798 |
Operating lease liabilities | 5,149 | 8,575 |
Finance leases: | ||
Property and equipment, gross | 1,038 | 1,038 |
Property and equipment, accumulated depreciation | (723) | (539) |
Other liabilities, current | 144 | 240 |
Other liabilities | $ 54 | $ 203 |
Weighted-average remaining lease term: | ||
Operating leases | 2 years 3 months 18 days | 3 years 3 months 18 days |
Finance leases | 1 year 1 month 6 days | 2 years |
Weighted-average discount rate: | ||
Operating leases | 10.80% | 10.80% |
Finance leases | 4.40% | 5.40% |
Finance lease, liability, current, statement of financial position | Other current liabilities | Other current liabilities |
Finance lease, liability, noncurrent, statement of financial position | Other liabilities, noncurrent | Other liabilities, noncurrent |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 4,029 | $ 3,865 | |
Operating cash flows from finance leases | 16 | 28 | |
Financing cash flows from finance leases | $ 262 | $ 272 | $ 215 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating leases | |
2024 | $ 3,975 |
2025 | 4,187 |
2026 | 1,310 |
2027 and thereafter | 0 |
Total lease payments | 9,472 |
Present value adjustment | (1,069) |
Present value of lease liabilities | 8,403 |
Finance leases | |
2024 | 141 |
2025 | 48 |
2026 | 8 |
2027 and thereafter | 0 |
Total lease payments | 197 |
Present value adjustment | 0 |
Present value of lease liabilities | $ 197 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) jurisdiction audit | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Income Tax Examination [Line Items] | |||
Income tax benefit | $ 0 | $ 0 | $ 0 |
Valuation allowance | 239,468,000 | 190,588,000 | |
Increase (decrease) in valuation allowance | 48,900,000 | ||
Unrecognized tax benefits | 0 | 0 | |
Accrued interest or penalties related to uncertain tax position | $ 0 | $ 0 | |
Income taxes, number of state jurisdictions | jurisdiction | 8 | ||
Number of federal or state audits in progress | audit | 0 | ||
Federal | |||
Income Tax Examination [Line Items] | |||
Net operating loss carry forwards | $ 479,000,000 | ||
Net operating loss carryforwards subject to expiration | 34,100,000 | ||
Net operating loss carryforwards not subject to expiration | 444,800,000 | ||
Federal | Research and development | |||
Income Tax Examination [Line Items] | |||
Tax credit carryforwards | 23,200,000 | ||
State | |||
Income Tax Examination [Line Items] | |||
Net operating loss carry forwards | 414,800,000 | ||
State | Research and development | |||
Income Tax Examination [Line Items] | |||
Tax credit carryforwards | $ 6,800,000 |
Income taxes - Reconciliation (
Income taxes - Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Statutory US Federal Rate | 21% | 21% |
State taxes, net of federal benefit | 5.50% | 5.70% |
Permanent differences | (0.10%) | (0.10%) |
General business credits | 4% | 4.40% |
Stock compensation | (1.90%) | (1.40%) |
Change in valuation allowance | (28.50%) | (29.60%) |
Income tax benefit | 0% | 0% |
Income taxes - Components of De
Income taxes - Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating losses | $ 126,798 | $ 113,981 |
R&D capitalization | 67,107 | 40,380 |
Tax credit carryforwards | 28,409 | 21,429 |
Stock-based compensation | 6,899 | 6,522 |
Accrued expenses | 3,142 | 3,340 |
Lease liabilities | 2,274 | 3,096 |
Capitalized licenses | 2,725 | 3,077 |
Deferred revenue | 3,688 | 1,062 |
Depreciation | 353 | 437 |
Other | 156 | 116 |
Total gross deferred tax assets | 241,551 | 193,440 |
Valuation allowance | (239,468) | (190,588) |
Net deferred tax assets less valuation allowance | 2,083 | 2,852 |
Deferred tax liabilities | ||
Right-of-use assets | (2,083) | (2,852) |
Total gross deferred tax liabilities | (2,083) | (2,852) |
Net deferred taxes | $ 0 | $ 0 |
Employee benefit plan (Details)
Employee benefit plan (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) hour | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Retirement Benefits [Abstract] | |||
Eligible age to participate | 21 years | ||
Minimum number of hours for eligibility | hour | 1,000 | ||
Maximum contribution by employee (as a percent) | 95% | ||
Percentage employer matches of the employee's percentage contribution matched | 100% | 100% | 100% |
Employer matching contribution (as a percent) | 4% | 4% | 4% |
Employee benefit expenses | $ | $ 1.3 | $ 1.1 | $ 0.8 |
Commitments - License agreement
Commitments - License agreements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
License agreement, upfront payments | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Research and development expense | $ 0 | $ 1,500,000 | $ 3,100,000 |
License agreement, milestone payments | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Research and development expense | $ 0 | $ 700,000 | $ 2,100,000 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) | Jul. 26, 2023 |
Restructuring and Related Activities [Abstract] | |
Percentage of positions to be eliminated | 0.50 |
Restructuring - Charges Incurre
Restructuring - Charges Incurred (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Cumulative costs to date | $ 8,713 | ||
Restructuring expenses | 8,713 | $ 0 | $ 0 |
Severance & Employee Related Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Cumulative costs to date | 6,924 | ||
Restructuring expenses | 6,924 | ||
Contract Termination and Other Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Cumulative costs to date | 1,789 | ||
Restructuring expenses | $ 1,789 |
Restructuring - Restructuring R
Restructuring - Restructuring Related to Research and Development Activities and General and Administrative Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 8,713 | $ 0 | $ 0 |
Research and development | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 5,393 | ||
General and administrative | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 3,320 |
Restructuring - Accrued Restruc
Restructuring - Accrued Restructuring Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31, 2022 | $ 0 |
Additional expense | 7,296 |
Cash payments | (5,917) |
Other adjustments | (332) |
Balance at December 31, 2023 | 1,047 |
Severance & Employee Related Costs | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31, 2022 | 0 |
Additional expense | 6,924 |
Cash payments | (5,917) |
Other adjustments | (252) |
Balance at December 31, 2023 | 755 |
Contract Termination and Other Costs | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31, 2022 | 0 |
Additional expense | 372 |
Cash payments | 0 |
Other adjustments | (80) |
Balance at December 31, 2023 | $ 292 |