Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 15, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36289 | ||
Entity Registrant Name | GENOCEA BIOSCIENCES, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 51-0596811 | ||
Entity Address, Address Line One | 100 Acorn Park Drive | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02140 | ||
City Area Code | 617 | ||
Local Phone Number | 876-8191 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Trading Symbol | GNCA | ||
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 | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 58,733,759 | ||
Entity Central Index Key | 0001457612 | ||
Document Fiscal Year Focus | 2021 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Security Exchange Name | NASDAQ | ||
Entity Public Float | $ 108,805,512 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [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, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 37,148 | $ 79,769 |
Prepaid expenses and other current assets | 4,674 | 2,458 |
Total current assets | 41,822 | 82,227 |
Property and equipment, net | 5,841 | 5,123 |
Right-of-use assets | 7,420 | 9,308 |
Restricted cash | 631 | 631 |
Other non-current assets | 253 | 1,204 |
Total assets | 55,967 | 98,493 |
Current liabilities: | ||
Accounts payable | 500 | 534 |
Accrued expenses and other current liabilities | 9,496 | 7,344 |
Deferred revenue | 1,700 | 1,641 |
Lease liabilities | 2,346 | 1,614 |
Current portion of long-term debt | 4,641 | 13,862 |
Total current liabilities | 18,683 | 24,995 |
Non-current liabilities: | ||
Warrant liabilities | 11 | 56,118 |
Lease liabilities, net of current portion | 6,052 | 8,398 |
Long-term debt, net of current portion | 4,146 | 0 |
Total liabilities | 28,892 | 89,511 |
Commitments and contingencies (Note 7) | ||
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred stock, shares issued (in dollars per share) | 0 | 0 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; (25,000,000 shares authorized at both December 31, 2021 and 2020; — shares issued and outstanding at both December 31, 2021 and 2020) | $ 0 | $ 0 |
Common stock, $0.001 par value; (225,000,000 and 170,000,000 shares authorized at December 31, 2021 and 2020, respectively; 58,225,170 shares issued and outstanding at December 31, 2021 and 53,018,813 shares issued and outstanding at December 31, 2020) | 58 | 53 |
Additional paid-in capital | 434,881 | 383,597 |
Accumulated deficit | (407,864) | (374,668) |
Total stockholders’ equity | 27,075 | 8,982 |
Total liabilities and stockholders’ equity | $ 55,967 | $ 98,493 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par or stated value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in dollars per share) | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 225,000,000 | 170,000,000 |
Common stock, shares issued (in shares) | 58,225,170 | 53,018,813 |
Common stock, shares outstanding | 58,225,170 | 53,018,813 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
License revenue | $ 1,641 | $ 1,359 |
Operating expenses: | ||
Research and development | 39,020 | 33,960 |
General and administrative | 14,714 | 14,388 |
Total operating expenses | 53,734 | 48,348 |
Loss from operations | (52,093) | (46,989) |
Other income (expense): | ||
Change in fair value of warrants | 20,140 | 8,889 |
Interest expense, net | (1,121) | (1,380) |
Other expense | (122) | (4,234) |
Total other income | 18,897 | 3,275 |
Net loss | (33,196) | (43,714) |
Comprehensive loss | $ (33,196) | $ (43,714) |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.48) | $ (0.98) |
Diluted (in dollars per share) | $ (0.48) | $ (1.11) |
Weighted-average number of shares used in computing net loss per share: | ||
Weighted-average common stock outstanding - basic | 68,575 | 44,436 |
Weighted-average common stock outstanding - diluted | 68,575 | 46,553 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Secondary public offering | Employee stock purchase plan | Common Stock | Common StockSecondary public offering | Common StockEmployee stock purchase plan | Preferred Shares | Additional Paid-In Capital | Additional Paid-In CapitalSecondary public offering | Additional Paid-In CapitalEmployee stock purchase plan | Accumulated Deficit |
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2019 | $ 25,042 | $ 27 | $ 701 | $ 355,268 | $ (330,954) | ||||||
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2019 | 27,453 | ||||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | |||||||||||
Issuance of common stock | $ 25,534 | $ 146 | $ 26 | $ 25,508 | $ 146 | ||||||
Issuance of common stock (in shares) | 25,280 | 81 | |||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 0 | (701) | 701 | ||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 205 | ||||||||||
Stock-based compensation expense | 1,974 | 1,974 | |||||||||
Net loss | (43,714) | (43,714) | |||||||||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2020 | 8,982 | $ 53 | 0 | 383,597 | (374,668) | ||||||
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2020 | 53,019 | ||||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | |||||||||||
Issuance of common stock | $ 11,347 | $ 220 | $ 5 | $ 11,342 | $ 220 | ||||||
Issuance of common stock (in shares) | 4,937 | 269 | |||||||||
Stock-based compensation expense | 3,635 | 3,635 | |||||||||
Net loss | (33,196) | (33,196) | |||||||||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2021 | 27,075 | $ 58 | $ 0 | 434,881 | $ (407,864) | ||||||
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2021 | 58,225 | ||||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | |||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 120 | 120 | |||||||||
Adjustments to Additional Paid in Capital, Other | $ 35,967 | $ 35,967 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | ||
Net loss | $ (33,196) | $ (43,714) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,557 | 1,138 |
Stock-based compensation | 3,635 | 1,974 |
Change in fair value of warrant liability | (20,140) | (8,889) |
Allocation of proceeds to transaction expenses | 0 | 4,219 |
Amortization of Debt Issuance Costs and Discounts | 505 | 455 |
Other | 104 | 122 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,177) | (1,051) |
Right-of-use assets, net of lease liabilities | 296 | 634 |
Other non-current assets | 0 | 269 |
Accounts payable | (57) | 31 |
Accrued expenses and other liabilities | 3,044 | 1,520 |
Deferred Revenue, Period Increase (Decrease) | 59 | 1,641 |
Net cash used in operating activities | (45,370) | (41,651) |
Investing activities | ||
Purchases of property and equipment | (3,288) | (2,585) |
Proceeds from sale of equipment | 80 | 30 |
Net cash used in investing activities | (3,208) | (2,555) |
Financing activities | ||
Proceeds from long-term debt | 10,000 | 0 |
Proceeds from issuance of common stock, net | 11,347 | 83,836 |
Proceeds from issuance of common stock under employee benefit plans | 220 | 146 |
Payments on finance lease | (23) | (134) |
Repayment of long-term debt | (15,210) | 0 |
Payments of Financing Costs | (289) | 0 |
Payment for Debt Extinguishment or Debt Prepayment Cost | (88) | 0 |
Net cash provided by financing activities | 5,957 | 83,848 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (42,621) | 39,642 |
Cash, cash equivalents and restricted cash at beginning of period | 80,400 | 40,758 |
Cash, cash equivalents and restricted cash at end of period | 37,779 | 80,400 |
Non-cash financing activities and supplemental cash flow information | ||
Right-of-use asset obtained in exchange for lease liabilities | 0 | 5,931 |
Cash paid in connection with operating lease liabilities | 2,877 | 2,601 |
Capital Expenditures Incurred but Not yet Paid | 342 | 1,212 |
Cash paid for interest | $ 583 | $ 1,051 |
Organization and operations
Organization and operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and operations | Organization and operations Genocea Biosciences, Inc. ("Genocea" or the "Company”) is a biopharmaceutical company that was incorporated in Delaware on August 16, 2006 and has a principal place of business in Cambridge, Massachusetts. The Company is dedicated to discovering and developing novel cancer immunotherapies using its proprietary ATLAS TM platform. The ATLAS platform can profile each patient's CD4 + and CD8 + T cell immune responses to every potential target or “antigen” identified by next-generation sequencing of that patient's tumor. ATLAS zeroes in on both antigens that activate anti-tumor T cell responses and inhibitory antigens, or Inhibigens TM , that drive pro-tumor immune responses. Genocea believes this approach ensures that cancer immunotherapies, such as cellular therapies and vaccines, focus T cell responses on the tumor antigens most vulnerable to T cell targeting. Consequently, the Company believes that ATLAS may enable more immunogenic and efficacious cancer immunotherapies. GEN-011 is an investigational next-generation solid tumor cell therapy candidate comprised of CD4 + and CD8 + neoantigen-targeted peripheral T cells ("NPTs") which are specific for up to 30 antigens, designed to limit tumor escape. GEN-011 is comprised of T cells extracted from the patient’s peripheral blood and specific for ATLAS-prioritized neoantigens. NPTs have minimal bystander, non-tumor-specific cells, and are designed to be devoid of Inhibigen-specific cells which may be detrimental to clinical response. GEN-011 has the potential to be differentiated from other cell therapies because of the breadth of surface-presented neoantigens it targets and the ease of manufacturing tumor-relevant T cells extracted from readily accessible peripheral blood. TiTAN TM is an open-label, multi-center Phase 1/2a trial evaluating the safety, tolerability, T cell persistence and proliferation, and clinical efficacy of GEN-011. The TiTAN clinical trial is testing two dosing regimens. Initial data from the TiTAN trial is expected during the American Association for Cancer Research (“AACR”) Annual Meeting 2022 to be held from April 8 - 13, 2022. Genocea is devoting substantially all of its efforts to product research and development, initial market development, and raising capital. The Company has not generated any product revenue related to its primary business purpose to date and is subject to a number of risks and uncertainties common to companies in the biotech and pharmaceutical industry, including, but not limited to, the risks associated with the uncertainty of success of its preclinical and clinical trials; the challenges associated with gaining regulatory approval of product candidates; the risks associated with commercializing pharmaceutical products, if approved for marketing and sale; the potential for development by third parties of new technological innovations that may compete with Genocea's products; the dependence on key personnel; the challenges of protecting proprietary technology; the need to comply with government regulations; the high cost of drug development; competition from other companies; the uncertainty of being able to secure additional capital when needed to fund operations; and the challenges and uncertainty associated with the outbreak of the novel coronavirus ("COVID-19") that could adversely impact the Company's operations, supply chain, preclinical development work, clinical trials and ability to raise capital. The Company regularly evaluates whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the financial statements are issued. Genocea had available cash and cash equivalents of $37.1 million at December 31, 2021. As of December 31, 2021, the Company had an accumulated deficit of $407.9 million and anticipates that it will continue to incur significant operating losses for the foreseeable future as it continues to develop its product candidates. In addition, the Company had a loss from operations of $52.1 million and used $45.4 million of cash for operating activities during 2021. These factors, combined with the Company's forecast of cash required to fund operations for a period of at least one year from the date of issuance of these consolidated financial statements, raise substantial doubt about the Company’s ability to continue as a going concern. The future viability of the Company beyond one year from the date of issuance of these consolidated financial statements is dependent on its ability to raise additional capital to finance its operations. If the Company is unable to raise additional funds when needed, it may be required to implement cost reduction strategies, including ceasing development of GEN-011 or the Inhibigens program. Genocea expects to finance its cash needs through a combination of equity offerings, strategic transactions, or other sources of funding, including utilization of the at-the-market (“ATM”) equity offering program with Cowen and Company, LLC ("Cowen"). Although management plans to pursue additional funding, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, or at all. The Company's existing cash and cash equivalents are sufficient to support its current operations into Q3 2022. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). The following is a summary of significant accounting policies followed in the preparation of these financial statements. Basis of presentation and principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Intercompany accounts and transactions have been eliminated. The Company operates as one segment, which is discovering, researching, developing and commercializing novel cancer immunotherapies. Use of estimates The preparation of these consolidated financial statements and the accompanying notes in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to clinical trial accruals, estimates related to prepaid and accrued research and development expenses, revenue recognition, and warrant liabilities, which could change period to period based on changes in facts and circumstances. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ materially from those estimates. Foreign currency translation Realized and unrealized gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are reflected as other expense, net in the consolidated statements of operations. Revenue recognition Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these goods and services. To achieve this core principle, the Company applies the following five steps: 1) identify the customer contract; 2) identify the contract’s performance obligations; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when or as a performance obligation is satisfied. Licensing arrangements are analyzed to determine whether the promised goods or services, which could include licenses and research and development materials and services, are distinct or whether they must be accounted for as part of a combined performance obligation. If the license is considered not to be distinct, the license would then be combined with other promised goods or services as a combined performance obligation. Certain contracts contain options to obtain future goods or services at a discount, which would not be provided without entering into the contract. These options are considered material rights, and therefore, are accounted for as separate performance obligations. The transaction price is determined based on the consideration to which the Company will be entitled. The transaction price may include fixed amounts, variable amounts, or both. For milestone payments, the Company estimates the amount of variable consideration by using the most likely amount method. In making this assessment, the Company evaluates factors such as the clinical, commercial and other risks that must be overcome to achieve the milestone. The Company reevaluates the probability of realizing such variable consideration and any related constraints at each reporting period. The Company includes variable consideration in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price among the performance obligations on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. The Company allocates the transaction price based on the estimated standalone selling price of the underlying 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. Genocea also utilizes judgement in assessing whether or not variable consideration is constrained or if it can be allocated specifically to one or more performance obligations in the arrangement. 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 amount the Company would expect to receive for each performance obligation. The transaction price is allocated to each separate performance obligation on a relative standalone selling price basis. When a performance obligation is satisfied, revenue is recognized for the amount of the transaction price allocated to that performance obligation on a relative standalone selling price basis, which excludes estimates of variable consideration that are constrained. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement. For performance obligations consisting of licenses and other promises, the Company utilizes judgment to assess whether the combined performance obligation is satisfied over time or at a point in time and the recognition pattern for the portion of the transaction price allocated to the performance obligation. Contract liabilities The Company records a contract liability, classified as deferred revenue in its consolidated balance sheets, when it has received payment but has not yet satisfied the related performance obligations. In the event of an early termination of a contract with a customer, any contract liabilities would be recognized in the period in which all Company obligations under the agreement have been fulfilled. Cash and cash equivalents The Company considers only those investments which are highly liquid, readily convertible to cash and that mature within three months from date of purchase to be cash equivalents. The carrying values of money market funds approximate fair value due to their short-term maturities. Property and equipment Property and equipment is stated at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred, while costs of major additions and betterments are capitalized. Upon disposal, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the consolidated statements of operations and comprehensive loss. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset class Estimated useful life (in years) Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3 – 5 Leasehold improvements Shorter of the useful life or remaining lease term Development of software for internal use Costs of materials, consultants, payroll, and payroll-related costs for employees incurred in developing internal-use software are capitalized as incurred. These costs are included in property and equipment, net in the consolidated balance sheets. Costs incurred during the preliminary project and post-implementation stages are charged to expense. Amortization is recorded using the straight-line method over the estimated useful lives of the respective asset which is three Impairment of long-lived assets The Company evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the asset, the assets are written down to their estimated fair values. Long-lived assets to be disposed are reported at the lower of the carrying amount or fair value less cost to sell. Deferred financing costs The Company records debt issuance costs as a reduction to the related debt's carrying value and amortizes these costs over the life of the debt using the effective interest rate method. Fair value of financial instruments The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. • Level 1—Fair values are determined by utilizing quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access; • Level 2—Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market-observable inputs such as interest rates, yield curves and foreign currency spot rates; and • Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company's financial assets recorded at fair value consist of cash equivalents, and the Company's financial liabilities recorded at fair value consist of warrant liabilities. The fair value of the Company’s cash equivalents is determined using quoted prices in active markets. The Company's cash equivalents consist of money market funds that are classified as Level 1. The fair value of the Company’s warrant liabilities is determined using a Monte Carlo simulation. The Company remeasures the fair value of its liability-classified warrants at each reporting date. The Monte Carlo simulation requires the input of assumptions, including the Company's stock price, the volatility of its stock price, remaining term in years, expected dividend yield, and risk-free rate. In addition, the valuation model considers the Company's probability of being acquired during the remaining terms of the liability-classified warrants, as an acquisition event can potentially impact the settlement. Changes to the assumptions used in determining the fair value of the Company's liability-classified warrants could result in materially different fair values for these warrant liabilities. See Note 10. Warrants for assumptions used to calculate the estimated fair value of the Company's warrant liabilities. The Company’s warrant liabilities are classified as Level 3. At both December 31, 2021 and 2020, cash, restricted cash and payables are reflected in the balance sheet at carrying value, which approximates fair value due to their short-term nature. At both December 31, 2021 and 2020, the carrying value of Genocea’s long-term debt approximated its fair value as it reflected interest rates available to the Company. Leases At the inception of the contract, the Company determines if an arrangement is a lease and has a lease term greater than 12 months. The Company has elected not to recognize on the balance sheet leases that, at the commencement date, have a lease term of twelve months or less and do not include a purchase option that the Company is reasonably certain to exercise. These short-term leases are expensed on a straight-line basis over the lease term. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset that it is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases and are included in right-of-use (“ROU”) assets and lease liabilities in the consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The operating lease ROU asset is reduced by deferred lease payments and unamortized lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for fixed lease payments on operating leases are recognized over the expected term on a straight-line basis, while lease expense for fixed lease payments on financing leases are recognized using the effective interest method over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. The non-lease components generally consist of common area maintenance that is expensed as incurred. Research and development expenses Research and development costs are expensed as incurred. Research and development expenses include fees paid to contract research organizations ("CROs") in connection with clinical trials, contract manufacturing organizations ("CMOs") with respect to preclinical and clinical materials and intermediaries, and other vendors in connection with preclinical development activities. Nonrefundable advanced payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made. The Company conducts a thorough review of open purchase orders to identify goods received or services that have been performed, including corroboration with internal personnel, in order to establish an estimate of the associated cost incurred for which it has not yet been invoiced or otherwise notified of the actual cost. The majority of Genocea’s service providers invoice the Company monthly in arrears for services performed or when contractual milestones are met. Genocea makes estimates of its accrued research and development expenses as of each balance sheet date in the consolidated financial statements based on facts and circumstances known to it at that time. The Company periodically confirms the accuracy of its estimates with the service providers and make adjustments, if necessary. The Company bases its expenses related to clinical trials on its estimates of the services performed pursuant to contracts with clinical sites that conduct clinical trials on its behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of required data submission. In recording service fees, the Company makes estimates based upon the time period over which services will be performed or other observable and measurable progress points as defined in the contracts, such as number of patients enrolled, number of sites, or extent of services performed in each period. The calculated amount of service fee expense is compared to the actual payments made pursuant to the contract's billing schedule to determine the resulting prepaid or accrual position. If Genocea’s estimates of the status and timing of services performed differs from the actual status and timing of services performed, the Company may report amounts that are too high or too low in any particular period. Stock-based compensation expense The Company recognizes stock-based compensation expense for stock-based awards, including grants of stock options and restricted stock units ("RSUs"), over the requisite service period based on the estimated fair value on the grant date. The Company calculates the fair value of its stock options using the Black-Scholes option pricing model. The fair value of the service-based RSUs is the closing market price of Genocea's common stock on the grant date. The Company measures the fair value of market-based RSUs on the grant date using a Monte Carlo simulation model. See Note 11. Employee benefit plans for assumptions used to calculate the estimated fair value of the Company's market-based RSUs. Forfeitures are recorded as they occur. Income taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which these temporary differences are expected to be recovered or settled. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Government grants Government grants are recognized when there is reasonable assurance that Genocea will comply with the relevant conditions of the grant and that the grant will be received. The Coronavirus Aid, Relief, and Economic Security Act of 2020 provided for an employee retention payroll tax credit (“payroll tax credit”), that was subsequently expanded and extended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021. During 2021, the Company assessed its eligibility for the payroll tax credit through June 30, 2021. As a result of its assessment, Genocea recognized a benefit from the payroll tax credit of $1.5 million that was recorded as a receivable within prepaid expenses and other current assets on the balance sheets as of December 31, 2021 and as a reduction of $0.4 million in general and administrative expenses and $1.1 million in research and development expenses in 2021. The timing of cash receipt by the Company for the payroll tax credit is subject to Internal Revenue Service ("IRS") processing times. Basic and diluted net loss per share Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss, adjusted for the remeasurement to fair value for the warrants that were issued in connection with the 2020 private placement as the warrants were in-the-money and were liability-classified for the period from issuance through July 24, 2021, by the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of shares of common stock equivalents as determined using the treasury stock method. Recently adopted accounting standards In 2019, the Financial Accounting Standards Board ("FASB") issued a new standard on Simplifying the Accounting for Income Taxes. The new standard simplifies the accounting for income taxes and became effective beginning after December 15, 2020. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures. Recent accounting pronouncements In May 2021, the FASB issued a new standard that clarifies an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2021, and early adoption is permitted. The Company will adopt this standard on January 1, 2022. The adoption of this standard will not have a material impact on the Company's consolidated financial statements and related disclosures at the time of adoption, and the impact on later periods is not known or reasonably estimable. |
Government Grant Policy | Government grants Government grants are recognized when there is reasonable assurance that Genocea will comply with the relevant conditions of the grant and that the grant will be received. The Coronavirus Aid, Relief, and Economic Security Act of 2020 provided for an employee retention payroll tax credit (“payroll tax credit”), that was subsequently expanded and extended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021. During 2021, the Company assessed its eligibility for the payroll tax credit through June 30, 2021. As a result of its assessment, Genocea recognized a benefit from the payroll tax credit of $1.5 million that was recorded as a receivable within prepaid expenses and other current assets on the balance sheets as of December 31, 2021 and as a reduction of $0.4 million in general and administrative expenses and $1.1 million in research and development expenses in 2021. The timing of cash receipt by the Company for the payroll tax credit is subject to Internal Revenue Service ("IRS") processing times. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Janssen collaboration and option agreement In December 2021, the Company entered into a collaboration and option agreement (the “Janssen Agreement”) with Janssen Biotech, Inc. (“Janssen”), one of the Janssen Pharmaceutical Companies of Johnson and Johnson, to use the Company's proprietary ATLAS platform to explore the immunogenicity of neoantigens and the role and impact of Inhibigens in the context of vaccine therapies for cancer. Under the Janssen Agreement, the Company will receive a non-refundable and non-creditable upfront fee of $1.7 million for research relating to an identified tumor type and is eligible to receive research and development funding up to a potential total of $3.3 million. Management evaluated the promised goods and services within the Janssen Agreement and determined those which represented separate performance obligations. The Company identified its potential performance obligations, including (i) its grant of a limited-use research license to Janssen to certain of its intellectual property subject to certain conditions, (ii) its conduct of research and development services ("R&D Services"), (iii) an option, at Janssen's sole discretion, for the Company to conduct additional research and development services at pre-negotiated rates ("R&D Option") and (iv) an option for Janssen to negotiate a future strategic partnership ("Strategic Partnership Option") to develop non-personalized vaccine products relating to two tumor types using Genocea’s ATLAS platform and expertise on Inhibigens. The Company determined that its grant of a limited-use research license to Janssen and its conduct of R&D Services should be accounted for as a combined performance obligation as they are not capable of being distinct, and that the combined performance obligation will be transferred over the expected term of the conduct of the R&D Services. The Company determined that the R&D Option is a material right as the consideration for the R&D Option represents a discount that would otherwise not be available to the customer without entering into the Janssen Agreement. Additionally, the Company determined that the Strategic Partnership Option did not constitute a performance obligation and is instead a marketing offer. The Company estimated the standalone selling price of the R&D Services based on the expected cost plus a margin approach. The Company developed its standalone selling price for the material right by applying a probability-weighted likelihood that Janssen will exercise its R&D Option. The transaction price as of December 31, 2021 was comprised of fixed consideration of $1.7 million and variable consideration of $1.5 million. The transaction price was allocated to each of the performance obligations based on the relative standalone selling prices. The Company concluded that the variable consideration of $1.8 million related to additional services to be performed upon the exercise of the R&D Option was constrained as of December 31, 2021 and therefore did not allocate variable consideration from the R&D Option to any of the performance obligations. The Company had not provided any services under the Janssen Agreement as of December 31, 2021, and as such, the upfront fee of $1.7 million was recorded as deferred revenue. The amount allocated to the R&D Services will be recognized in an amount proportional to the actual costs incurred during the period in which the R&D Services are performed by the Company. The amount allocated to the material right will be recognized either (i) in an amount proportional to the actual costs incurred during the period in which the additional services under the R&D Option are performed by the Company or (ii) upon a decision by Janssen not to proceed with the additional services under the R&D Option. Shionogi material transfer agreement In May 2020, the Company entered into a material transfer agreement (the “MTA”) with Shionogi & Co., Ltd. (“Shionogi”), a Japanese corporation, pursuant to which the Company agreed to transfer certain herpes simplex type 2 ("HSV-2") antigens from its GEN-003 program to Shionogi to evaluate the potential development of a novel HSV-2 vaccine. In connection with the agreement, the Company provided Shionogi with an option to negotiate an exclusive development and commercialization license for the HSV-2 antigens prior to the expiration of the MTA (the "Exclusive Negotiation Period"). Under the terms of the MTA, Shionogi paid the Company a total of $3.0 million in non-refundable, creditable (with respect to the up-front fee pursuant to a development and commercialization agreement) fees. Genocea evaluated the promised goods and services within the MTA and determined those which represented separate performance obligations. As a result, the Company concluded there were two separate performance obligations at the inception of the MTA: (i) a combined performance obligation consisting of a limited-use research license and the delivery of the initial antigen materials and (ii) the right to negotiate a license prior to expiration of the MTA. The Company determined that the exclusive limited-use research license and the delivery of the initial antigen materials should be combined as they are not capable of being distinct. A third party would not be able to provide the initial antigen materials as it contains Genocea’s proprietary intellectual property, and Shionogi could not benefit from the research license without the initial antigen materials. The Company determined that the option to negotiate the development and commercialization agreement prior to the expiration of the MTA was a material right. The $3.0 million fee associated with the MTA was creditable against the upfront fee for the development and commercialization agreement and represented a discount that would otherwise not be available to the customer without entering into the MTA. Genocea estimated the standalone selling price of the initial antigen materials based on the expected cost plus a margin approach. The Company developed its standalone selling price for the material right by applying a probability-weighted likelihood that Shionogi will exercise its option to license the HSV-2 assets. Due to a change in Shionogi’s corporate focus, Shionogi allowed its option to negotiate an exclusive development and commercialization license for the GEN-003 antigens to lapse in July 2021. As a result, during 2021, the Company recorded license revenue of $1.6 million associated with the expiration of the material right due to the termination of the MTA. During 2020, the Company recorded license revenue of $1.4 million related to the services performed under the MTA for Shionogi. |
Fair value of financial instrum
Fair value of financial instruments | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Fair value of financial instruments | Fair value of financial instruments The following table sets forth the Company's assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020 (in thousands): Total Quoted prices in active markets Significant other Significant December 31, 2021 Assets Cash equivalents $ 33,673 $ 33,673 $ — $ — Total assets $ 33,673 $ 33,673 $ — $ — Liabilities Warrant liabilities $ 11 $ — $ — $ 11 Total liabilities $ 11 $ — $ — $ 11 December 31, 2020 Assets Cash equivalents $ 76,866 $ 76,866 $ — $ — Total assets $ 76,866 $ 76,866 $ — $ — Liabilities Warrant liabilities $ 56,118 $ — $ — $ 56,118 Total liabilities $ 56,118 $ — $ — $ 56,118 The following table reflects the change in the Company’s Level 3 warrant liabilities during 2021 and 2020 (in thousands): Warrant liabilities Balance at December 31, 2019 $ 2,486 Issuance of warrants 62,521 Change in fair value (8,889) Balance at December 31, 2020 56,118 Change in fair value (20,140) Reclassification of 2020 Warrants to equity (35,967) Balance at December 31, 2021 $ 11 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net Property and equipment, net consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31 2021 2020 Laboratory equipment $ 4,743 $ 3,905 Internally developed software 4,086 3,364 Leasehold improvements 1,413 3,268 Furniture and office equipment 1,290 1,006 Computer hardware 231 355 Construction and internally developed software in progress 450 612 Total property and equipment 12,213 12,510 Accumulated depreciation and amortization (6,372) (7,387) Property and equipment, net $ 5,841 $ 5,123 Depreciation expense was $0.9 million and $0.5 million for 2021 and 2020, respectively. Amortization related to the Company's internally developed software was $0.7 million and $0.6 million for 2021 and 2020, respectively. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31 2021 2020 Research and development costs $ 5,223 $ 2,592 Payroll and other headcount-related costs 3,022 2,779 Other current liabilities 1,251 1,973 Total $ 9,496 $ 7,344 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Operating leases As of December 31, 2021, Genocea had a lease for two floors of lab and office space in a multi-tenant building in Cambridge, Massachusetts through February 2025. The Company has the option to extend the lease term for an additional five years, which was not included in Genocea's ROU assets and associated lease liabilities as of December 31, 2021. In January 2021, the Company entered into a sublease agreement for one floor of lab and office space through June 2022, which has been extended through February 2023. The sublease agreement contains additional options to mutually extend the sublease for up to an additional twelve months. As the Company retained its obligations under the sublease, it will record the payments received under the sublease as a reduction of lease expense. For 2021, Genocea recorded sublease income of $1.4 million as a reduction of lease expense. The Company expects to receive sublease payments of approximately $1.5 million in 2022. Lease expense, net of sublease income, was $1.2 million and $2.8 million for 2021 and 2020, respectively. The weighted-average remaining lease term and weighted-average discount rate of the Company's operating leases as of December 31, 2021 and 2020 were as follows: December 31 2021 2020 Weighted-average remaining lease term (in years) 3.17 4.17 Weighted-average discount rate 8.12 % 8.12 % The following table summarizes the presentation of leases in the Company's consolidated balance sheets as of December 31, 2021 and 2020 (in thousands): December 31 Classification 2021 2020 Assets Operating Right-of-use assets $ 7,420 $ 9,278 Finance Right-of-use assets — 30 Total lease assets $ 7,420 $ 9,308 Liabilities Current: Operating Lease liabilities $ 2,346 $ 1,592 Finance Lease liabilities — 22 Non-current: Operating Lease liabilities, net of current portion 6,052 8,398 Total lease liabilities $ 8,398 $ 10,012 The minimum lease payments related to the Company's operating leases as of December 31, 2021 were as follows (in thousands): 2022 $ 2,943 2023 3,017 2024 3,092 2025 517 Total lease payments $ 9,569 Less: Imputed interest (1,171) Total $ 8,398 At December 31, 2021 and 2020, the Company had an outstanding letter of credit of $0.6 million with a financial institution related to a security deposit for the office and lab space lease, which is secured by cash on deposit and expires in February 2025. Contractual obligations The Company has entered into certain agreements with various universities, CROs and CMOs, which generally include cancellation clauses. Harvard license agreement Genocea has an exclusive license agreement with the President and Fellows of Harvard College (“Harvard”), granting the Company an exclusive, worldwide, royalty-bearing, sublicensable license to one patent family, to develop, make, have made, use, market, offer for sale, sell, have sold and import licensed products and to perform licensed services related to the ATLAS discovery platform. Genocea is also obligated to pay Harvard milestone payments up to $1.6 million in the aggregate upon the achievement of certain development and regulatory milestones. As of December 31, 2021, the Company has paid or accrued $0.3 million in aggregate milestone payments. Upon commercialization of Genocea's products covered by the licensed patent rights or discovered using the licensed methods, the Company is obligated to pay Harvard royalties on the net sales of such products and services sold by the Company, the Company's affiliates, and the Company's sublicensees. This royalty varies depending on the type of product or service and is in the low single digits. The sales-based royalty due by Genocea’s sublicensees is the greater of the applicable royalty rate or a percentage in the high single digits or the low double digits of the royalties the Company receives from such sublicensee, depending on the type of product. Based on the type of commercialized product or service, royalties are payable until the expiration of the last-to-expire valid claim under the licensed patent rights or for a period of ten years from first commercial sale of such product or service. The royalties payable to Harvard are subject to reduction, capped at a specified percentage, for any third-party payments required to be made. In addition to the royalty payments, if Genocea receives any additional consideration (cash or non-cash) under any sublicense, the Company must pay Harvard a percentage of the value of such consideration, excluding certain categories of consideration, varying from the low single digits up to the low double digits depending on the scope of the license that includes the sublicense. The license agreement with Harvard will expire on a product-by-product or service-by-service and country-by-country basis until the expiration of the last-to-expire valid claim under the licensed patent rights. Genocea may terminate the agreement at any time by giving Harvard advance written notice. Harvard may also terminate the agreement (i) in the event of a material breach by the Company that remains uncured; (ii) in the event of Genocea's insolvency, bankruptcy, or similar circumstances; or (iii) if Genocea challenges the validity of any patents licensed to the Company. Oncovir license and supply agreement Genocea has a license and supply agreement with Oncovir, Inc. (“Oncovir”) under which Oncovir will manufacture and supply an immunomodulator and vaccine adjuvant, Hiltonol® (poly-ICLC) (“Hiltonol”), to the Company for use in connection with the research, development, use, sale, manufacture, commercialization and marketing of products combining Hiltonol with the Company's technology (the “Combination Product”). Hiltonol is the adjuvant component of GEN-009, which will consist of synthetic long peptides of neoantigens identified using the Company's proprietary ATLAS platform, formulated with Hiltonol. Oncovir granted the Company a non-exclusive, assignable, royalty-bearing worldwide license, with the right to grant sublicenses through one tier, to certain of Oncovir’s intellectual property in connection with the research, development, or commercialization of Combination Products, including the use of Hiltonol, but not the use of Hiltonol for manufacturing or the use or sale of Hiltonol alone. The license will become perpetual, fully paid-up, and royalty-free on the later of January 25, 2028 or the date on which the last valid claim of any patent licensed to the Company under the agreement expires. Under this agreement, the Company is obligated to pay Oncovir low to mid six-figure milestone payments upon the achievement of certain clinical trial milestones for each Combination Product and the first marketing approval for each Combination Product in certain territories, as well as tiered royalties in the low-single digits on a product-by-product basis based on the net sales of Combination Products. The Company may terminate the agreement upon a decision to discontinue the development of the Combination Product or upon a determination by the Company or an applicable regulatory authority that Hiltonol or a Combination Product is not clinically safe or effective. The agreement may also be terminated by either party due to a material uncured breach by the other party, or due to the other party’s bankruptcy, insolvency, or dissolution. |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Debt, Unclassified [Abstract] | |
Long-term debt | Debt In April 2018, the Company entered into an amended and restated loan and security agreement with Hercules Capital, Inc. ("Hercules"), which was subsequently amended in November 2019 (as amended, the "Hercules Loan Agreement"). The Hercules Loan Agreement provided a $14.0 million secured term loan that was scheduled to mature on May 1, 2021 and that accrued interest at a floating rate per annum equal to the greater of (i) 8.00%, or (ii) the sum of 3.00% plus the prime rate. The Company was also obligated to pay a final payment charge of $1.0 million at maturity. On February 18, 2021 (the "2021 Loan Closing Date"), Genocea entered into a loan and security agreement (the "2021 Loan Agreement") with Silicon Valley Bank ("SVB") for a $10.0 million secured term loan (the "2021 Term Loan"). $9.0 million of the proceeds from the 2021 Term Loan were used to repay the borrowings that were outstanding at the 2021 Loan Closing Date under the Company's previous loan and security agreement with Hercules, paying off all obligations owing under, and extinguishing, the Hercules Loan Agreement on the 2021 Loan Closing Date. The remaining proceeds from the 2021 Term Loan of $1.0 million were received by the Company for working capital and general corporate purposes. The 2021 Term Loan will mature on September 1, 2023. The 2021 Term Loan accrues interest at a floating per annum rate equal to the greater of (i) 6.25% or (ii) the sum of 3.0% plus the prime rate. The 2021 Term Loan provided for interest-only payments until September 30, 2021. Thereafter, payments are due monthly in equal installments of principal and interest (subject to recalculation upon a change in prime rates) through maturity. The 2021 Term Loan is subject to a final payment charge of $0.5 million that will be amortized as a debt issuance cost over the expected term of the loan. The 2021 Term Loan may be prepaid in whole (but not in part), subject to a prepayment charge of 3.0%, if prepaid in any of the first twelve (12) months following the Closing Date, 2.0%, if prepaid after twelve (12) months following the Closing Date but on or prior to twenty-four (24) months following the Closing Date, and 1.0% thereafter. The 2021 Term Loan is secured by a lien on substantially all of the assets of the Company, other than intellectual property, provided that such lien on substantially all assets includes any rights to payments and proceeds from the sale, licensing or disposition of intellectual property. The 2021 Loan Agreement contains customary covenants and representations, including a financial reporting covenant and limitations on dividends, indebtedness, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, deposit accounts, and subsidiaries. There are no financial covenants. As of December 31, 2021, the Company was in compliance with all covenants under the 2021 Loan Agreement. The 2021 Loan Agreement also includes customary events of default, including payment defaults, breaches of covenants, change of control and occurrence of a material adverse effect. Amounts outstanding during an event of default shall be payable on demand and shall accrue interest at an additional rate of 4.0% per annum of the past due amount outstanding. The Company has determined that the risk of subjective acceleration under the material adverse effects clause was remote and therefore has classified the long-term portion of the outstanding principal in non-current liabilities. In connection with the 2021 Loan Agreement, Genocea issued to SVB a warrant, dated February 18, 2021 (the "SVB Warrant") to purchase 43,478 shares of the common stock of the Company. See Note 10. Warrants . The Company recorded the fair value of the SVB warrant as a discount on the 2021 Term Loan that will be amortized over the expected term of the loan. As of December 31, 2021 and 2020, the Company had outstanding borrowings, net of unamortized debt issuance costs, of $8.8 million and $13.9 million, respectively. The Company repaid $5.2 million, net of issuances, of its long-term debt during 2021 and made no payments on its long-term debt during 2020. Interest expense was $1.1 million and $1.5 million in 2021 and 2020, respectively. |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Stockholders' equity | Stockholders' equity Effective June 24, 2021, the Company increased the number of authorized shares of common stock from 170 million shares to 225 million shares. At-the-market equity offering program Genocea has an agreement with Cowen to establish an ATM equity offering program pursuant to which Cowen is able to offer and sell up to $50.0 million of the Company's common stock at prevailing market prices. In 2021, the Company sold approximately 4.9 million shares under the ATM and received net proceeds of $11.4 million, after deducting commissions. Cumulatively through December 31, 2021, the Company has sold an aggregate of approximately 7.8 million shares under the ATM and received $21.2 million in net proceeds. As of December 31, 2021, the Company had $28.2 million in gross proceeds remaining under the ATM. Agreement with Lincoln Park Capital Genocea has a purchase agreement with LPC, pursuant to which for a period of 30 months beginning in October 2019, the Company has the right, at its sole discretion, to sell up to $30.0 million of the Company's common stock to LPC based on prevailing market prices of its common stock at the time of each sale. The purchase agreement limits the Company's sales of shares of common stock to LPC to approximately 5.2 million shares of common stock, representing 19.99% of the shares of common stock outstanding on the date of the purchase agreement. The purchase agreement also prohibits the Company from directing LPC to purchase any shares of common stock if those shares, when aggregated with all other shares of the Company's common stock then beneficially owned by LPC and its affiliates, would result in LPC and its affiliates having beneficial ownership, at any single point in time, of more than 9.99% of the then total outstanding shares of the Company's common stock. As of December 31, 2021, the Company had $24.0 million remaining under its agreement with LPC. 2020 Private Placement In July 2020, the Company completed a private placement (the “2020 Private Placement”) and received net cash proceeds of $74.5 million. In connection with the 2020 Private Placement, the Company issued approximately 21.4 million shares of its common stock, pre-funded warrants to purchase approximately 12.2 million additional shares of its common stock (the “2020 Pre-Funded Warrants”) and warrants to purchase approximately 33.6 million shares of its common stock (the “2020 Warrants”). See Note 10. Warrants . In connection with the 2020 Private Placement, the Company incurred $5.4 million of issuance costs. The Company allocated $1.2 million of the issuance costs to the common stock and 2020 Pre-Funded Warrants within additional paid-in capital and immediately expensed $4.2 million of the issuance costs allocated to the liability-classified 2020 Warrants as other expenses. Preferred stock In July 2020, 1,635 shares of the Company's preferred stock, which represented the entirety of the outstanding preferred stock balance, were converted to common stock. Each share of preferred stock was convertible into 125 shares of common stock. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants As of December 31, 2021, the Company had the following potentially issuable shares of common stock related to unexercised warrants outstanding (shares in thousands): Shares Exercise Price Expiration Date Classification Hercules Warrant 41 $ 6.80 Q2 2023 Equity 2018 Warrants 3,617 $ 9.60 Q1 2023 Liability 2019 Warrants 933 $ 4.52 Q1 2024 Equity 2019 Pre-Funded Warrants 531 $ 0.08 Q1 2039 Equity 2020 Warrants 33,613 $ 2.25 Q3 2024 Equity 2020 Pre-Funded Warrants 12,223 $ 0.01 N/A Equity SVB Warrant 43 $ 3.45 Q1 2026 Equity 51,001 Hercules Warrant The exercise price and the number of shares are subject to adjustment upon a merger event, reclassification of the shares of common stock, subdivision or combination of the shares of common stock or certain dividend payments. The Company determined that the Hercules Warrant should be equity-classified. 2018 Warrants The exercise price and the number of shares are subject to adjustment upon a merger event, reclassification of the shares of common stock, subdivision or combination of the shares of common stock or certain dividend payments. In the event of an “Acquisition”, defined generally to include a merger or consolidation resulting in the sale of 50% or more of the voting securities of the Company, the sale of all, or substantially all, of the assets or voting securities of the Company, or other change of control transaction, as defined in the 2018 Warrants, the Company will be obligated to use its best efforts to ensure that the holders of the 2018 Warrants receive new warrants from the surviving or acquiring entity (the “Acquirer”). The new warrants to purchase shares in the Acquirer shall have the same expiration date as the 2018 Warrants and a strike price that is based on the proportion of the value of the Acquirer’s stock to the Company’s common stock. If the Company is unable, despite its best efforts, to cause the Acquirer to issue new warrants in the Acquisition as described above, then, if the Company’s stockholders are to receive cash in the Acquisition, the Company will settle the 2018 Warrants in cash and if the Company’s stockholders are to receive stock in the Acquisition, the Company will issue shares of its common stock to each Warrant holder. As a result, the Company determined that the 2018 Warrants should be liability-classified. As the 2018 Warrants are liability-classified, the Company remeasures the fair value at each reporting date. The Company initially recorded the 2018 Warrants at their estimated fair value of $18.2 million. In connection with the Company's remeasurement of the 2018 Warrants to fair value, the Company recorded income of $1.7 million and $0.8 million during 2021 and 2020, respectively. The fair value of the warrant liability related to the 2018 Warrants was less than $0.1 million and $1.7 million as of December 31, 2021 and 2020, respectively. The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the 2018 Warrants as of December 31, 2021 and 2020, respectively: December 31 2021 2020 Stock price $ 1.16 $ 2.42 Volatility 50.0% - 79.9% 50.0% - 101.5% Remaining term (in years) 1.0 2.0 Expected dividend yield — % — % Risk-free rate 0.41 % 0.13 % Acquisition event probability 14.6 % 25.0 % 2019 Warrants and 2019 Pre-Funded Warrants The exercise price of the warrants is subject to adjustment in the event of stock dividends, subdivisions, stock splits, stock combinations, reclassifications, reorganizations or a change of control affecting the Company's common stock. The Company determined that the 2019 Warrants and the 2019 Pre-Funded Warrants should be equity-classified. The Company also determined that the 2019 Pre-Funded Warrants should be included in the determination of basic earnings per share. 2020 Warrants and 2020 Pre-Funded Warrants The exercise price of the 2020 Pre-Funded Warrants and the 2020 Warrants is subject to adjustment in the event of stock dividends, subdivisions, stock splits, stock combinations, reclassifications, reorganizations or a change of control affecting the Company's common stock. The Company determined that the 2020 Pre-Funded Warrants should be equity-classified and be included in the determination of basic earnings per share. The holders of the 2020 Warrants were entitled to down-round protection through July 24, 2021. The Company was required to obtain stockholder approval for the adjustment to the exercise price as a result of any common stock issuance at a price per share less than $2.25, which resulted in the 2020 Warrants being liability-classified for the period from issuance through July 24, 2021. While the 2020 Warrants were liability-classified, the Company remeasured the fair value at each reporting date. The Company initially recorded the 2020 Warrants at their estimated fair value of $62.5 million. In connection with the Company's remeasurement of the 2020 Warrants to fair value, the Company recorded income of $18.5 million and $8.1 million during 2021 and 2020, respectively. At the expiration of the down-round protection feature on July 25, 2021, the 2020 Warrants were remeasured to their fair value of $36.0 million and subsequently reclassified to equity. The fair value of the warrant liability related to the 2020 Warrants was $54.5 million as of December 31, 2020. The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the 2020 Warrants as of July 25, 2021 and December 31, 2020, respectively: July 25, 2021 December 31, 2020 Stock price $ 2.04 $ 2.42 Volatility 96.2 % 119.1 % Remaining term (in years) 3.0 3.6 Expected dividend yield — % — % Risk-free rate 0.38 % 0.22 % Acquisition event probability 35.0 % 40.0 % SVB Warrant In connection with the 2021 Loan Agreement, Genocea issued to SVB the SVB Warrant to purchase 43,478 shares of the common stock of the Company. See Note 7. Debt . The exercise price and the number of shares are subject to adjustment upon a merger event, reclassification of the shares of common stock, subdivision or combination of the shares of common stock or certain dividend payments. The Company determined that the SVB Warrant should be equity-classified. |
Employee benefit plans
Employee benefit plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Employee benefit plans | Employee benefit plans Genocea grants equity awards in the form of stock options and RSUs to employees and directors of, and consultants and advisors to, the Company through its Amended and Restated 2014 Equity Incentive Plan (the "2014 Equity Incentive Plan"). It is the only equity incentive plan under which the Company may grant equity awards. As of December 31, 2021, there were approximately 0.8 million shares remaining for future grants under the 2014 Equity Incentive Plan. The 2014 Equity Incentive Plan provides that the number of shares available for issuance will automatically increase annually on each January 1, in an amount equal to the lesser of 4.0% of the outstanding shares of the Company’s outstanding common stock as of the close of business on the immediately preceding December 31 or the number of shares determined the Company’s board of directors. On January 1, 2022, the total number of shares available for issuance under the 2014 Equity Incentive Plan increased by approximately 2.3 million shares under this provision. The options have a ten-year term and were issued with an exercise price equal to the closing market price of Genocea’s common stock on the grant date. For equity awards with service-based vesting conditions, the Company recognizes compensation expense over the vesting period, which is generally over a four-year period. For equity awards with a market-based vesting condition, the Company recognizes compensation expense over the requisite service period. The number of shares awarded, if any, when a market-based award vests will depend on the degree of achievement of the corporate stock price metrics within the performance period of the award. Determining the fair value of market-based RSUs The Company measures the fair value of market-based RSUs on the grant date using a Monte Carlo simulation model. The Monte Carlo simulation requires the input of assumptions, including the Company's stock price, the volatility of its stock price, remaining term in years, expected dividend yield, and risk-free rate. In addition, the valuation model considers the Company's probability of being acquired within the term of the market-based RSUs, as an acquisition event can potentially impact the vesting. The Company uses its own trading history to calculate the expected volatility of the market-based RSUs granted. The risk-free rate is determined by reference to implied yields available from U.S. Treasury securities with a remaining term equal to the expected term assumed at the grant date. The assumptions used in the Monte Carlo simulation model for the Company's market-based RSUs during 2021 were as follows: Year Ended December 31, 2021 Stock price $ 3.01 Expected volatility 97.65 % Expected term (in years) 2.8 Risk-free rate 0.29 % Acquisition event probability 33.0 % Determining the fair value of stock options The Company measures the fair value of stock options on the date of grant using the Black-Scholes option pricing model. The Company had historically estimated its expected volatility using a weighted average of publicly traded peer companies and the volatility of its own common stock, as the Company did not have sufficient history to support a calculation of volatility and expected term using only its historical data. Effective January 1, 2020, the Company’s own trading history is sufficient to support the expected volatility of its equity awards granted. This change in method of determining expected volatility has been applied to all awards granted since 2020. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The expected term was determined using the simplified method described by Securities and Exchange Commission Staff Accounting Bulletin 110, which reflects the anticipated time period between the measurement date and the mid-point between the vesting date and the end of the contractual term. The Company uses the simplified method because it believes that it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The Company will continue to assess the appropriateness of the use of the simplified method as it develops a history of option exercises. The risk-free rate is determined by reference to implied yields available from U.S. Treasury securities with a remaining term equal to the expected term assumed at the grant date. The weighted-average assumptions used in the Black-Scholes option-pricing model during 2021 and 2020 were as follows: Years Ended December 31 2021 2020 Expected volatility 109.5 % 104.4 % Expected term (in years) 6.0 6.0 Expected dividend yield — % — % Risk-free rate 1.0 % 0.5 % Stock-based compensation expense Total stock-based compensation expense recognized for stock options and RSUs during 2021 and 2020 was as follows (in thousands): Years Ended December 31 2021 2020 Research and development $ 1,497 $ 832 General and administrative 2,138 1,142 Total $ 3,635 $ 1,974 Stock options The following table summarizes 2021 stock option activity (shares and aggregate intrinsic value in thousands): Shares Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2020 2,329 $ 7.05 Granted 1,881 $ 2.90 Exercised (40) $ 2.19 Canceled (427) $ 5.62 Outstanding at December 31, 2021 3,743 $ 5.18 8.1 $ — Exercisable at December 31, 2021 1,506 $ 8.67 7.0 $ — During 2021 and 2020, the Company granted stock options to purchase an aggregate of approximately 1.9 million and 1.3 million shares of its common stock, respectively, with weighted-average grant date fair values of $2.39 and $2.09, respectively. As of December 31, 2021, there was $4.7 million of total unrecognized compensation cost related to stock options granted under the 2014 Equity Incentive Plan. The Company expects to recognize that cost over a remaining weighted-average period of 2.7 years. RSUs The following table summarizes 2021 RSU activity (shares in thousands): Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2020 550 $ 2.13 Granted (1) 2,017 $ 2.51 Vested (133) $ 2.13 Forfeited/cancelled (189) $ 2.59 Outstanding at December 31, 2021 2,245 $ 2.43 _____________________ 1. The number granted represents the number of shares issuable upon vesting of service-based and market-based RSUs, assuming the Company achieves its corporate stock price metrics at the target achievement level. As of December 31, 2021, there was $4.1 million of total unrecognized compensation cost related to RSUs granted under the 2014 Equity Incentive Plan. The Company expects to recognize that cost over a remaining weighted-average period of 2.4 years. Employee Stock Purchase Plan The 2014 Employee Stock Purchase Plan (as amended, the “ESPP”), authorizes the issuance of up to approximately 0.3 million shares of common stock to participating eligible employees and provides for two six-month offering periods each year. The Company issued approximately 0.1 million shares under the ESPP during both 2021 and 2020. As of December 31, 2021, there were less than 0.1 million shares remaining for future issuance under the ESPP. 401(k) Plan In 2007, the Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code (“401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation up to the statutory allowable amount for any calendar year on a pretax basis. Beginning January 1, 2015, the Company began making matching contributions to participants in this plan for each dollar contributed, up to 3% of an individual’s eligible compensation, up to the annual IRS maximum. During a routine audit of the 401(k) Plan, it was identified that an administrative error had occurred in the calculation of eligible compensation under the Plan. In 2020, the Company made an additional matching contribution of $0.5 million in order to correct affected participants’ accounts. In its normal course of business, the Company made matching contributions to participants in this Plan which totaled $0.3 million and $0.2 million during 2021 and 2020, respectively. |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share Basic and diluted net loss per share were calculated as follows for 2021 and 2020 (in thousands, except per share amounts): Years Ended December 31 2021 2020 Numerator Net loss $ (33,196) $ (43,714) Less: Change in fair value of 2020 Warrants (1) — 8,067 Adjusted net loss $ (33,196) $ (51,781) Denominator Weighted-average common stock outstanding - basic 68,575 44,436 Dilutive effect of common stock issuable from assumed exercise of warrants (1) — 2,117 Weighted-average common stock outstanding - diluted 68,575 46,553 Net loss per share Basic $ (0.48) $ (0.98) Diluted $ (0.48) $ (1.11) _________________________ 1. The 2020 Warrants have been included in the calculation of diluted net loss per share for 2020 as the warrants were in-the-money during 2020 and were liability-classified for the period from issuance through July 24, 2021. The Company used the treasury stock method to determine the number of dilutive shares. The following potential common shares were excluded from the calculation of net loss per share due to their anti-dilutive effect for 2021 and 2020 (in thousands): Years Ended December 31 2021 2020 Warrants 38,242 4,591 Stock options 3,743 2,329 RSUs 2,245 550 Total 44,230 7,470 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The Company did not record a provision (benefit) for income taxes in 2021 or 2020. The Company’s losses before income taxes consist solely of domestic losses. The significant components of the Company’s deferred income taxes as of December 31, 2021 and 2020 were comprised of the following: December 31 2021 2020 Deferred tax assets: U.S. and state net operating loss carryforwards $ 36,614 $ 25,458 Capitalized research and development 34,616 32,057 Research and development credits 5,528 3,784 Lease liability 2,295 2,735 Stock-based compensation 1,834 1,320 Accrued expenses 810 866 Depreciation and amortization 55 448 Other temporary differences 9 25 Gross deferred tax assets 81,761 66,693 Valuation allowance (79,499) (64,150) Total deferred tax assets $ 2,262 $ 2,543 Deferred tax liabilities: ROU asset $ (2,262) $ (2,543) Total deferred tax liabilities $ (2,262) $ (2,543) The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of December 31, 2021 and 2020. The valuation allowance increased $15.3 million during 2021 due primarily to the generation of net operating losses, capitalized research and development costs, and research and development credits. In 2021 and 2020, the Company's effective tax rate differed from the U.S. federal statutory income tax rate as follows: Years Ended December 31 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % State income tax, net of federal benefit 9.8 % 6.8 % Change in fair value of warrant liabilities 12.7 % 4.3 % Other permanent differences (0.9) % (2.6) % Research and development credits 5.3 % 2.3 % Section 382 limitation 0.0 % (112.1) % Change in valuation allowance (46.2) % 80.3 % Other, net (1.7) % 0.0 % Effective tax rate 0.0 % 0.0 % The Company's net operating loss and tax credit carryforwards are subject to review and possible adjustment by the IRS and state tax authorities. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state provisions, net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%. The rules generally operate by focusing on changes in ownership among stockholders considered by the rules as owning, directly or indirectly, 5% or more of the stock of a company and any change in ownership arising from new issuances of stock by the company. The Company completed a detailed Section 382 study during 2020 on its federal net operating losses incurred and tax credits generated from December 31, 2016, the date of the previous study, through December 31, 2020. Based on the study, the Company underwent two ownership changes for purposes of Section 382 which occurred on January 17, 2018 and July 24, 2020. As a result of the ownership changes, all of the Company’s federal net operating loss and tax credit carryforwards as of the ownership change dates were subject to limitation under Section 382. As of December 31, 2020, federal net operating loss carryforwards of $149.0 million and federal research and development tax credit carryforwards of $8.9 million were expected to expire unused. As a result of the detailed Section 382 study on its federal net operating losses, the Company also estimated that state net operating loss carryforwards of $139.7 million were expected to expire unused. These tax attributes were excluded from deferred tax assets with a corresponding reduction of the valuation allowance with no net effect on income tax expense or the effective tax rate. Subsequent ownership changes may further affect the limitation in future years. Section 382 also limits the Company’s ability to utilize the tax deductions associated with its research and development activities to offset taxable income in future years, due to the existence of a net unrealizable built-in loss at the time of the change in control. Such a limitation will be effective for a five-year period subsequent to the change in control. In the event the Company has recognized built-in losses (“RBIL”) during the five-year period, those losses will be limited; losses exceeding the annual limitation are carried forward as RBIL carryovers. In 2021, the Company performed additional analysis and determined that an additional $14.9 million of both federal and state net operating loss carryforwards and an additional $0.7 million of federal research and development tax credit carryforwards are expected to expire unused as a result of the RBIL limitation. As of December 31, 2021, the Company has $25.3 million of RBIL carryovers, which carry forward indefinitely subject to the annual limitation rules. As of December 31, 2021 and 2020, the Company had U.S. federal net operating loss carryforwards, after Section 382 limitations, of $109.9 million and $94.3 million, respectively, which may be available to offset future income tax liabilities. As of December 31, 2021, $100.4 million of the U.S. federal net operating loss carryforwards can be carried forward indefinitely, and the remaining $9.5 million expires at various dates through 2037. As of December 31, 2021 and 2020, the Company also had U.S. state net operating loss carryforwards, after Section 382 limitations, of $104.9 million and $89.6 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2041. As of December 31, 2021 and 2020, the Company had federal research and development tax credit carryforwards, after Section 382 limitations, of $2.2 million and $0.7 million, respectively, available to reduce future tax liabilities which expire at various dates through 2041. As of December 31, 2021 and 2020, the Company had state research and development tax credit carryforwards of $4.2 million and $3.8 million, respectively, available to reduce future tax liabilities which expire at various dates through 2036. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations and comprehensive loss. For all years through December 31, 2021, the Company generated research and development credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company’s research and development credit carryforwards. However, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position for these years. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance. The Company files income tax returns in the U.S. and the Commonwealth of Massachusetts. The Company's federal and state income tax returns are generally subject to tax examinations for tax years 2018 and later. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the IRS, state, or foreign tax authorities to the extent utilized in a future period. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Intercompany accounts and transactions have been eliminated. The Company operates as one segment, which is discovering, researching, developing and commercializing novel cancer immunotherapies. |
Use of estimates | Use of estimates The preparation of these consolidated financial statements and the accompanying notes in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to clinical trial accruals, estimates related to prepaid and accrued research and development expenses, revenue recognition, and warrant liabilities, which could change period to period based on changes in facts and circumstances. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ materially from those estimates. Foreign currency translation Realized and unrealized gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are reflected as other expense, net in the consolidated statements of operations. Revenue recognition Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these goods and services. To achieve this core principle, the Company applies the following five steps: 1) identify the customer contract; 2) identify the contract’s performance obligations; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when or as a performance obligation is satisfied. Licensing arrangements are analyzed to determine whether the promised goods or services, which could include licenses and research and development materials and services, are distinct or whether they must be accounted for as part of a combined performance obligation. If the license is considered not to be distinct, the license would then be combined with other promised goods or services as a combined performance obligation. Certain contracts contain options to obtain future goods or services at a discount, which would not be provided without entering into the contract. These options are considered material rights, and therefore, are accounted for as separate performance obligations. The transaction price is determined based on the consideration to which the Company will be entitled. The transaction price may include fixed amounts, variable amounts, or both. For milestone payments, the Company estimates the amount of variable consideration by using the most likely amount method. In making this assessment, the Company evaluates factors such as the clinical, commercial and other risks that must be overcome to achieve the milestone. The Company reevaluates the probability of realizing such variable consideration and any related constraints at each reporting period. The Company includes variable consideration in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price among the performance obligations on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. The Company allocates the transaction price based on the estimated standalone selling price of the underlying 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. Genocea also utilizes judgement in assessing whether or not variable consideration is constrained or if it can be allocated specifically to one or more performance obligations in the arrangement. 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 amount the Company would expect to receive for each performance obligation. The transaction price is allocated to each separate performance obligation on a relative standalone selling price basis. When a performance obligation is satisfied, revenue is recognized for the amount of the transaction price allocated to that performance obligation on a relative standalone selling price basis, which excludes estimates of variable consideration that are constrained. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement. For performance obligations consisting of licenses and other promises, the Company utilizes judgment to assess whether the combined performance obligation is satisfied over time or at a point in time and the recognition pattern for the portion of the transaction price allocated to the performance obligation. Contract liabilities The Company records a contract liability, classified as deferred revenue in its consolidated balance sheets, when it has received payment but has not yet satisfied the related performance obligations. In the event of an early termination of a contract with a customer, any contract liabilities would be recognized in the period in which all Company obligations under the agreement have been fulfilled. |
Cash and cash equivalents | Cash and cash equivalentsThe Company considers only those investments which are highly liquid, readily convertible to cash and that mature within three months from date of purchase to be cash equivalents. The carrying values of money market funds approximate fair value due to their short-term maturities |
Property and equipment | Property and equipment Property and equipment is stated at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred, while costs of major additions and betterments are capitalized. Upon disposal, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the consolidated statements of operations and comprehensive loss. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset class Estimated useful life (in years) Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3 – 5 Leasehold improvements Shorter of the useful life or remaining lease term |
Development of Software for Internal Use | Development of software for internal use Costs of materials, consultants, payroll, and payroll-related costs for employees incurred in developing internal-use software are capitalized as incurred. These costs are included in property and equipment, net in the consolidated balance sheets. Costs incurred during the preliminary project and post-implementation stages are charged to expense. Amortization is recorded using the straight-line method over the estimated useful lives of the respective asset which is three |
Impairment of long-lived assets | Impairment of long-lived assets The Company evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the asset, the assets are written down to their estimated fair values. Long-lived assets to be disposed are reported at the lower of the carrying amount or fair value less cost to sell. |
Deferred financing costs | Deferred financing costsThe Company records debt issuance costs as a reduction to the related debt's carrying value and amortizes these costs over the life of the debt using the effective interest rate method. |
Fair value of financial instruments | Fair value of financial instruments The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. • Level 1—Fair values are determined by utilizing quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access; • Level 2—Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market-observable inputs such as interest rates, yield curves and foreign currency spot rates; and • Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company's financial assets recorded at fair value consist of cash equivalents, and the Company's financial liabilities recorded at fair value consist of warrant liabilities. The fair value of the Company’s cash equivalents is determined using quoted prices in active markets. The Company's cash equivalents consist of money market funds that are classified as Level 1. The fair value of the Company’s warrant liabilities is determined using a Monte Carlo simulation. The Company remeasures the fair value of its liability-classified warrants at each reporting date. The Monte Carlo simulation requires the input of assumptions, including the Company's stock price, the volatility of its stock price, remaining term in years, expected dividend yield, and risk-free rate. In addition, the valuation model considers the Company's probability of being acquired during the remaining terms of the liability-classified warrants, as an acquisition event can potentially impact the settlement. Changes to the assumptions used in determining the fair value of the Company's liability-classified warrants could result in materially different fair values for these warrant liabilities. See Note 10. Warrants for assumptions used to calculate the estimated fair value of the Company's warrant liabilities. The Company’s warrant liabilities are classified as Level 3. At both December 31, 2021 and 2020, cash, restricted cash and payables are reflected in the balance sheet at carrying value, which approximates fair value due to their short-term nature. At both December 31, 2021 and 2020, the carrying value of Genocea’s long-term debt approximated its fair value as it reflected interest rates available to the Company. |
Leases | Leases At the inception of the contract, the Company determines if an arrangement is a lease and has a lease term greater than 12 months. The Company has elected not to recognize on the balance sheet leases that, at the commencement date, have a lease term of twelve months or less and do not include a purchase option that the Company is reasonably certain to exercise. These short-term leases are expensed on a straight-line basis over the lease term. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset that it is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases and are included in right-of-use (“ROU”) assets and lease liabilities in the consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The operating lease ROU asset is reduced by deferred lease payments and unamortized lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for fixed lease payments on operating leases are recognized over the expected term on a straight-line basis, while lease expense for fixed lease payments on financing leases are recognized using the effective interest method over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. The non-lease components generally consist of common area maintenance that is expensed as incurred. |
Research and development expenses | Research and development expenses Research and development costs are expensed as incurred. Research and development expenses include fees paid to contract research organizations ("CROs") in connection with clinical trials, contract manufacturing organizations ("CMOs") with respect to preclinical and clinical materials and intermediaries, and other vendors in connection with preclinical development activities. Nonrefundable advanced payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made. The Company conducts a thorough review of open purchase orders to identify goods received or services that have been performed, including corroboration with internal personnel, in order to establish an estimate of the associated cost incurred for which it has not yet been invoiced or otherwise notified of the actual cost. The majority of Genocea’s service providers invoice the Company monthly in arrears for services performed or when contractual milestones are met. Genocea makes estimates of its accrued research and development expenses as of each balance sheet date in the consolidated financial statements based on facts and circumstances known to it at that time. The Company periodically confirms the accuracy of its estimates with the service providers and make adjustments, if necessary. The Company bases its expenses related to clinical trials on its estimates of the services performed pursuant to contracts with clinical sites that conduct clinical trials on its behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of required data submission. In recording service fees, the Company makes estimates based upon the time period over which services will be performed or other observable and measurable progress points as defined in the contracts, such as number of patients enrolled, number of sites, or extent of services performed in each period. The calculated amount of service fee expense is compared to the actual payments made pursuant to the contract's billing schedule to determine the resulting prepaid or accrual position. If Genocea’s estimates of the status and timing of services performed differs from the actual status and timing of services performed, the Company may report amounts that are too high or too low in any particular period. |
Stock-based compensation expense | Stock-based compensation expense The Company recognizes stock-based compensation expense for stock-based awards, including grants of stock options and restricted stock units ("RSUs"), over the requisite service period based on the estimated fair value on the grant date. The Company calculates the fair value of its stock options using the Black-Scholes option pricing model. The fair value of the service-based RSUs is the closing market price of Genocea's common stock on the grant date. The Company measures the fair value of market-based RSUs on the grant date using a Monte Carlo simulation model. See Note 11. Employee benefit plans for assumptions used to calculate the estimated fair value of the Company's market-based RSUs. Forfeitures are recorded as they occur. |
Income taxes | Income taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which these temporary differences are expected to be recovered or settled. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. |
Basic and diluted net loss per share | Basic and diluted net loss per shareBasic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss, adjusted for the remeasurement to fair value for the warrants that were issued in connection with the 2020 private placement as the warrants were in-the-money and were liability-classified for the period from issuance through July 24, 2021, by the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of shares of common stock equivalents as determined using the treasury stock method. |
Recent accounting pronouncements | Recently adopted accounting standards In 2019, the Financial Accounting Standards Board ("FASB") issued a new standard on Simplifying the Accounting for Income Taxes. The new standard simplifies the accounting for income taxes and became effective beginning after December 15, 2020. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures. Recent accounting pronouncements In May 2021, the FASB issued a new standard that clarifies an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2021, and early adoption is permitted. The Company will adopt this standard on January 1, 2022. The adoption of this standard will not have a material impact on the Company's consolidated financial statements and related disclosures at the time of adoption, and the impact on later periods is not known or reasonably estimable. |
Government Grant Policy | Government grants Government grants are recognized when there is reasonable assurance that Genocea will comply with the relevant conditions of the grant and that the grant will be received. The Coronavirus Aid, Relief, and Economic Security Act of 2020 provided for an employee retention payroll tax credit (“payroll tax credit”), that was subsequently expanded and extended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021. During 2021, the Company assessed its eligibility for the payroll tax credit through June 30, 2021. As a result of its assessment, Genocea recognized a benefit from the payroll tax credit of $1.5 million that was recorded as a receivable within prepaid expenses and other current assets on the balance sheets as of December 31, 2021 and as a reduction of $0.4 million in general and administrative expenses and $1.1 million in research and development expenses in 2021. The timing of cash receipt by the Company for the payroll tax credit is subject to Internal Revenue Service ("IRS") processing times. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment, net | Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset class Estimated useful life (in years) Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3 – 5 Leasehold improvements Shorter of the useful life or remaining lease term Property and equipment, net consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31 2021 2020 Laboratory equipment $ 4,743 $ 3,905 Internally developed software 4,086 3,364 Leasehold improvements 1,413 3,268 Furniture and office equipment 1,290 1,006 Computer hardware 231 355 Construction and internally developed software in progress 450 612 Total property and equipment 12,213 12,510 Accumulated depreciation and amortization (6,372) (7,387) Property and equipment, net $ 5,841 $ 5,123 |
Fair value of financial instr_2
Fair value of financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of financial instruments measured at fair value on recurring basis | The following table sets forth the Company's assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020 (in thousands): Total Quoted prices in active markets Significant other Significant December 31, 2021 Assets Cash equivalents $ 33,673 $ 33,673 $ — $ — Total assets $ 33,673 $ 33,673 $ — $ — Liabilities Warrant liabilities $ 11 $ — $ — $ 11 Total liabilities $ 11 $ — $ — $ 11 December 31, 2020 Assets Cash equivalents $ 76,866 $ 76,866 $ — $ — Total assets $ 76,866 $ 76,866 $ — $ — Liabilities Warrant liabilities $ 56,118 $ — $ — $ 56,118 Total liabilities $ 56,118 $ — $ — $ 56,118 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table reflects the change in the Company’s Level 3 warrant liabilities during 2021 and 2020 (in thousands): Warrant liabilities Balance at December 31, 2019 $ 2,486 Issuance of warrants 62,521 Change in fair value (8,889) Balance at December 31, 2020 56,118 Change in fair value (20,140) Reclassification of 2020 Warrants to equity (35,967) Balance at December 31, 2021 $ 11 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset class Estimated useful life (in years) Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3 – 5 Leasehold improvements Shorter of the useful life or remaining lease term Property and equipment, net consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31 2021 2020 Laboratory equipment $ 4,743 $ 3,905 Internally developed software 4,086 3,364 Leasehold improvements 1,413 3,268 Furniture and office equipment 1,290 1,006 Computer hardware 231 355 Construction and internally developed software in progress 450 612 Total property and equipment 12,213 12,510 Accumulated depreciation and amortization (6,372) (7,387) Property and equipment, net $ 5,841 $ 5,123 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31 2021 2020 Research and development costs $ 5,223 $ 2,592 Payroll and other headcount-related costs 3,022 2,779 Other current liabilities 1,251 1,973 Total $ 9,496 $ 7,344 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost | The weighted-average remaining lease term and weighted-average discount rate of the Company's operating leases as of December 31, 2021 and 2020 were as follows: December 31 2021 2020 Weighted-average remaining lease term (in years) 3.17 4.17 Weighted-average discount rate 8.12 % 8.12 % |
Assets And Liabilities, Lessee | The following table summarizes the presentation of leases in the Company's consolidated balance sheets as of December 31, 2021 and 2020 (in thousands): December 31 Classification 2021 2020 Assets Operating Right-of-use assets $ 7,420 $ 9,278 Finance Right-of-use assets — 30 Total lease assets $ 7,420 $ 9,308 Liabilities Current: Operating Lease liabilities $ 2,346 $ 1,592 Finance Lease liabilities — 22 Non-current: Operating Lease liabilities, net of current portion 6,052 8,398 Total lease liabilities $ 8,398 $ 10,012 |
Lessee, Operating Lease, Liability, Maturity | The minimum lease payments related to the Company's operating leases as of December 31, 2021 were as follows (in thousands): 2022 $ 2,943 2023 3,017 2024 3,092 2025 517 Total lease payments $ 9,569 Less: Imputed interest (1,171) Total $ 8,398 |
Finance Lease, Liability, Maturity | The minimum lease payments related to the Company's operating leases as of December 31, 2021 were as follows (in thousands): 2022 $ 2,943 2023 3,017 2024 3,092 2025 517 Total lease payments $ 9,569 Less: Imputed interest (1,171) Total $ 8,398 |
Long-term debt (Tables)
Long-term debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of future principal payments on the 2014 Term Loan | Future principal payments, including the final payment charge, as of December 31, 2021, were as follows: |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of December 31, 2021, the Company had the following potentially issuable shares of common stock related to unexercised warrants outstanding (shares in thousands): Shares Exercise Price Expiration Date Classification Hercules Warrant 41 $ 6.80 Q2 2023 Equity 2018 Warrants 3,617 $ 9.60 Q1 2023 Liability 2019 Warrants 933 $ 4.52 Q1 2024 Equity 2019 Pre-Funded Warrants 531 $ 0.08 Q1 2039 Equity 2020 Warrants 33,613 $ 2.25 Q3 2024 Equity 2020 Pre-Funded Warrants 12,223 $ 0.01 N/A Equity SVB Warrant 43 $ 3.45 Q1 2026 Equity 51,001 |
Fair Value Measurement Inputs and Valuation Techniques | The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the 2018 Warrants as of December 31, 2021 and 2020, respectively: December 31 2021 2020 Stock price $ 1.16 $ 2.42 Volatility 50.0% - 79.9% 50.0% - 101.5% Remaining term (in years) 1.0 2.0 Expected dividend yield — % — % Risk-free rate 0.41 % 0.13 % Acquisition event probability 14.6 % 25.0 % |
Employee benefit plans (Tables)
Employee benefit plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of share based compensation expense | The weighted-average assumptions used in the Black-Scholes option-pricing model during 2021 and 2020 were as follows: Years Ended December 31 2021 2020 Expected volatility 109.5 % 104.4 % Expected term (in years) 6.0 6.0 Expected dividend yield — % — % Risk-free rate 1.0 % 0.5 % Total stock-based compensation expense recognized for stock options and RSUs during 2021 and 2020 was as follows (in thousands): Years Ended December 31 2021 2020 Research and development $ 1,497 $ 832 General and administrative 2,138 1,142 Total $ 3,635 $ 1,974 |
Schedule of stock option activity for employees and nonemployees | The following table summarizes 2021 stock option activity (shares and aggregate intrinsic value in thousands): Shares Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2020 2,329 $ 7.05 Granted 1,881 $ 2.90 Exercised (40) $ 2.19 Canceled (427) $ 5.62 Outstanding at December 31, 2021 3,743 $ 5.18 8.1 $ — Exercisable at December 31, 2021 1,506 $ 8.67 7.0 $ — The following table summarizes 2021 RSU activity (shares in thousands): Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2020 550 $ 2.13 Granted (1) 2,017 $ 2.51 Vested (133) $ 2.13 Forfeited/cancelled (189) $ 2.59 Outstanding at December 31, 2021 2,245 $ 2.43 |
Net loss per share attributable
Net loss per share attributable to common stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | Basic and diluted net loss per share were calculated as follows for 2021 and 2020 (in thousands, except per share amounts): Years Ended December 31 2021 2020 Numerator Net loss $ (33,196) $ (43,714) Less: Change in fair value of 2020 Warrants (1) — 8,067 Adjusted net loss $ (33,196) $ (51,781) Denominator Weighted-average common stock outstanding - basic 68,575 44,436 Dilutive effect of common stock issuable from assumed exercise of warrants (1) — 2,117 Weighted-average common stock outstanding - diluted 68,575 46,553 Net loss per share Basic $ (0.48) $ (0.98) Diluted $ (0.48) $ (1.11) _________________________ 1. The 2020 Warrants have been included in the calculation of diluted net loss per share for 2020 as the warrants were in-the-money during 2020 and were liability-classified for the period from issuance through July 24, 2021. |
Schedule of common stock equivalents, presented on converted basis, were excluded from calculation of net loss per share due to anti-dilutive effect | The following potential common shares were excluded from the calculation of net loss per share due to their anti-dilutive effect for 2021 and 2020 (in thousands): Years Ended December 31 2021 2020 Warrants 38,242 4,591 Stock options 3,743 2,329 RSUs 2,245 550 Total 44,230 7,470 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of the significant components of the deferred tax assets | The significant components of the Company’s deferred income taxes as of December 31, 2021 and 2020 were comprised of the following: December 31 2021 2020 Deferred tax assets: U.S. and state net operating loss carryforwards $ 36,614 $ 25,458 Capitalized research and development 34,616 32,057 Research and development credits 5,528 3,784 Lease liability 2,295 2,735 Stock-based compensation 1,834 1,320 Accrued expenses 810 866 Depreciation and amortization 55 448 Other temporary differences 9 25 Gross deferred tax assets 81,761 66,693 Valuation allowance (79,499) (64,150) Total deferred tax assets $ 2,262 $ 2,543 Deferred tax liabilities: ROU asset $ (2,262) $ (2,543) Total deferred tax liabilities $ (2,262) $ (2,543) |
Schedule of a reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes | In 2021 and 2020, the Company's effective tax rate differed from the U.S. federal statutory income tax rate as follows: Years Ended December 31 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % State income tax, net of federal benefit 9.8 % 6.8 % Change in fair value of warrant liabilities 12.7 % 4.3 % Other permanent differences (0.9) % (2.6) % Research and development credits 5.3 % 2.3 % Section 382 limitation 0.0 % (112.1) % Change in valuation allowance (46.2) % 80.3 % Other, net (1.7) % 0.0 % Effective tax rate 0.0 % 0.0 % |
Organization and operations - T
Organization and operations - The Company (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 24, 2021 | Jun. 23, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accumulated deficit | $ (407,864) | $ (374,668) | ||
Cash and cash equivalents | 37,148 | 79,769 | ||
Net Cash Provided by (Used in) Operating Activities | $ (45,370) | $ (41,651) | ||
Common stock, shares authorized (in shares) | 225,000,000 | 170,000,000 | 225,000,000 | 170,000,000 |
Summary of significant accoun_4
Summary of significant accounting policies - Additional information (Details) | 12 Months Ended |
Dec. 31, 2021segments | |
Segment information | |
Number of operating segments | 1 |
Summary of significant accoun_5
Summary of significant accounting policies - Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Laboratory equipment | |
Property and equipment | |
Estimated useful life | 5 years |
Furniture and office equipment | |
Property and equipment | |
Estimated useful life | 5 years |
Computer hardware | Minimum | |
Property and equipment | |
Estimated useful life | 3 years |
Computer hardware | Maximum | |
Property and equipment | |
Estimated useful life | 5 years |
Internally developed software | Minimum | |
Property and equipment | |
Estimated useful life | 3 years |
Internally developed software | Maximum | |
Property and equipment | |
Estimated useful life | 5 years |
Summary of significant accoun_6
Summary of significant accounting policies - Government Grants (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
General and administrative | $ 14,714 | $ 14,388 |
Research and development | 39,020 | 33,960 |
Operating expenses | 53,734 | $ 48,348 |
U.S. federal | Grant | ||
General and administrative | 400 | |
Research and development | 1,100 | |
Operating expenses | $ 1,500 |
Revenue from Contract with Cust
Revenue from Contract with Customer (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
License revenue | $ 1,641 | $ 1,359 | |
Deferred revenue | 1,700 | 1,641 | |
Shionogi & Co., Ltd. | Material Transfer Agreement | |||
Disaggregation of Revenue [Line Items] | |||
License revenue | $ 3,000 | 1,600 | $ 1,400 |
Janssen Biotech, Inc. | |||
Disaggregation of Revenue [Line Items] | |||
Upfront Nonrefundable Payment | 1,700 | ||
Eligible To Earn Research and Development Funding for Services Performed | 3,300 | ||
Deferred Revenue | 1,700 | ||
Eligible To Earn Research and Development Funding for Services Performed - Constrained | 1,800 | ||
Janssen Biotech, Inc. | Fixed Consideration | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Remaining Performance Obligation, Amount | 1,700 | ||
Janssen Biotech, Inc. | Variable consideration | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Remaining Performance Obligation, Amount | $ 1,500 |
Fair value of financial instr_3
Fair value of financial instruments - Schedule of cash equivalents and investments carried at fair value (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Total assets | $ 33,673 | $ 76,866 |
Liabilities: | ||
Warrant liability | 11 | 56,118 |
Total liabilities | 11 | 56,118 |
Money market funds | ||
Assets: | ||
Cash equivalents | 33,673 | 76,866 |
Quoted prices in active markets (Level 1) | ||
Assets: | ||
Total assets | 33,673 | 76,866 |
Liabilities: | ||
Warrant liability | 0 | 0 |
Total liabilities | 0 | 0 |
Quoted prices in active markets (Level 1) | Money market funds | ||
Assets: | ||
Cash equivalents | 33,673 | 76,866 |
Significant other observable inputs (Level 2) | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Warrant liability | 0 | 0 |
Total liabilities | 0 | 0 |
Significant other observable inputs (Level 2) | Money market funds | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Significant unobservable inputs (Level 3) | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Warrant liability | 11 | 56,118 |
Total liabilities | 11 | 56,118 |
Significant unobservable inputs (Level 3) | Money market funds | ||
Assets: | ||
Cash equivalents | $ 0 | $ 0 |
Fair value of financial instr_4
Fair value of financial instruments - Change in the Company’s Level 3 Warrant liabilities (Details) - Warrant - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | $ (35,967) | |
Significant unobservable inputs (Level 3) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of the period | 56,118 | $ 2,486 |
Change in fair value | (20,140) | 8,889 |
Issuance of warrants | 62,521 | |
Balance at end of period | $ 11 | $ 56,118 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and equipment, net | ||
Total property and equipment | $ 12,213 | $ 12,510 |
Accumulated depreciation and amortization | (6,372) | (7,387) |
Property and equipment, net | 5,841 | 5,123 |
Depreciation and amortization | 900 | 500 |
Laboratory equipment | ||
Property and equipment, net | ||
Total property and equipment | 4,743 | 3,905 |
Internally developed software | ||
Property and equipment, net | ||
Total property and equipment | 4,086 | 3,364 |
Depreciation and amortization | 700 | 600 |
Leasehold improvements | ||
Property and equipment, net | ||
Total property and equipment | 1,413 | 3,268 |
Furniture and office equipment | ||
Property and equipment, net | ||
Total property and equipment | 1,290 | 1,006 |
Computer hardware | ||
Property and equipment, net | ||
Total property and equipment | 231 | 355 |
Construction in Progress [Member] | ||
Property and equipment, net | ||
Total property and equipment | $ 450 | $ 612 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Payroll and other headcount-related costs | $ 3,022 | $ 2,779 |
Research and development costs | 5,223 | 2,592 |
Other current liabilities | 1,251 | 1,973 |
Total | $ 9,496 | $ 7,344 |
Commitments and contingencies -
Commitments and contingencies - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)floor | Dec. 31, 2020USD ($) | Mar. 31, 2021 | |
Operating Leased Assets [Line Items] | |||
Operating lease, right-of-use asset | $ 7,420,000 | $ 9,278,000 | |
Operating lease, liability | 8,398,000 | ||
Lease expense, net of sublease income | 1,200,000 | $ 2,800,000 | |
Licensing agreement, amount | 1,600,000 | ||
Licensing agreement, milestone payment, amount | 300,000 | ||
Sublease Income | $ 1,400,000 | ||
Lease Extension for office and lab space | |||
Operating Leased Assets [Line Items] | |||
Number of floors leased | floor | 2 | ||
Operating lease, renewal term | 5 years | ||
Master Facilities Operating Lease Due February 28, 2025 | |||
Operating Leased Assets [Line Items] | |||
Restricted cash and cash equivalents | $ 600,000 |
Commitments and contingencies_2
Commitments and contingencies - Operating Lease Term and Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted-average remaining lease term (in years) | 3 years 2 months 1 day | 4 years 2 months 1 day |
Weighted-average discount rate | 8.12% | 8.12% |
Commitments and contingencies C
Commitments and contingencies Commitments and contingencies - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lease Assets [Abstract] | ||
Operating lease, right-of-use asset | $ 7,420 | $ 9,278 |
Finance Lease, Right-of-Use Asset | 0 | 30 |
Finance and Operating Lease, Right-of-Use Asset | 7,420 | 9,308 |
Lease Liabilities, Current [Abstract] | ||
Operating Lease, Liability, Current | 2,346 | 1,592 |
Finance Lease, Liability, Current | 0 | 22 |
Lease Liabilities, Noncurrent [Abstract] | ||
Operating Lease, Liability, Noncurrent | 6,052 | 8,398 |
Total lease liabilities | $ 8,398 | $ 10,012 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Finance and Operating Lease, Right-of-Use Asset | Finance and Operating Lease, Right-of-Use Asset |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Finance and Operating Lease, Right-of-Use Asset | Finance and Operating Lease, Right-of-Use Asset |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Lease liabilities | Lease liabilities |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Lease liabilities | Lease liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Lease liabilities, net of current portion | Lease liabilities, net of current portion |
Commitments and contingencies_3
Commitments and contingencies Commitments and contingencies - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 | $ 2,943 |
2023 | 3,017 |
2024 | 3,092 |
2025 | 517 |
Total lease payments | 9,569 |
Less: Imputed interest | (1,171) |
Total | $ 8,398 |
Long-term debt (Details)
Long-term debt (Details) - USD ($) | Feb. 18, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 24, 2018 |
Long-Term Debt | ||||
Current portion of long-term debt | $ 4,641,000 | $ 13,862,000 | ||
Repayments of long-term debt | 15,210,000 | 0 | ||
Interest expense | 1,100,000 | 1,500,000 | ||
Proceeds from (Repayments of) Debt | (5,200,000) | |||
Line of credit | 2018 Term Loan Agreement | ||||
Long-Term Debt | ||||
Debt financing | $ 14,000,000 | |||
Interest rate (as a percent) | 8.00% | |||
End of term charge | $ 1,000,000 | |||
Loan proceeds used to repay debt | $ 9,000,000 | |||
Line of credit | 2018 Term Loan Agreement | Prime rate | ||||
Long-Term Debt | ||||
Variable rate basis (as a percent) | 3.00% | |||
Notes Payable to Banks | ||||
Long-Term Debt | ||||
Long-term Debt | $ 8,800,000 | $ 13,900,000 | ||
Notes Payable to Banks | 2021 Term Loan | ||||
Long-Term Debt | ||||
Interest rate (as a percent) | 6.25% | |||
End of term charge | $ 500,000 | |||
Face amount | 10,000,000 | |||
Proceeds from loan for working capital and general corporate purposes | $ 1,000,000 | |||
Prepayment charge, percent, first twelve months | 3.00% | |||
Prepayment charge, percent, twelve to twenty-four months after closing date | 2.00% | |||
Prepayment charge, percent, twenty-four months and following the closing date | 1.00% | |||
Default additional annual interest rate accrual, percent | 4.00% | |||
Notes Payable to Banks | 2021 Term Loan | SVB Warrant | ||||
Long-Term Debt | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 43,478 | |||
Notes Payable to Banks | 2021 Term Loan | Prime rate | ||||
Long-Term Debt | ||||
Basis spread on variable rate | 3.00% |
Long-term debt - Schedule of fu
Long-term debt - Schedule of future principal payments (Details) - 2021 Term Loan - Notes Payable to Banks $ in Thousands | Dec. 31, 2021USD ($) |
Long-Term Debt, Maturity, Year One | $ 5,000 |
Long-Term Debt, Maturity, Year Two | 4,250 |
Long-term debt, gross | $ 9,250 |
Stockholders' equity - Narrativ
Stockholders' equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 23, 2019 | Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Jun. 24, 2021 | Jun. 23, 2021 | Mar. 15, 2021 | Dec. 31, 2016 |
Class of Stock [Line Items] | |||||||||
Share price (in dollars per share) | $ 3.01 | ||||||||
Proceeds from issuance of common stock, net | $ 11,347 | $ 83,836 | |||||||
Common stock, shares authorized (in shares) | 225,000,000 | 170,000,000 | 225,000,000 | 225,000,000 | 170,000,000 | ||||
2019 Pre-Funded Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants outstanding (in shares) | 531,000 | 531,000 | |||||||
2019 Pre-Funded Warrants | Private Placement 2020 | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock (in shares) | 12,200,000 | ||||||||
2019 Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants outstanding (in shares) | 933,000 | 933,000 | |||||||
2019 Warrants | Private Placement 2020 | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock (in shares) | 33,600,000 | ||||||||
2020 Pre-Funded Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants outstanding (in shares) | 12,223,000 | 12,223,000 | |||||||
2020 Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants outstanding (in shares) | 33,613,000 | 33,613,000 | |||||||
Warrant liability | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants outstanding (in shares) | 51,001,000 | 51,001,000 | |||||||
Common Stock | Private Placement 2020 | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock (in shares) | 21,400,000 | ||||||||
Proceeds from issuance of common stock, net | $ 74,500 | ||||||||
Payments of stock issuance costs | 5,400 | ||||||||
Common Stock | 2020 Pre-Funded Warrants | Private Placement 2020 | |||||||||
Class of Stock [Line Items] | |||||||||
Payments of stock issuance costs | 1,200 | ||||||||
Common Stock | 2020 Warrants | Private Placement 2020 | |||||||||
Class of Stock [Line Items] | |||||||||
Payments of stock issuance costs | $ 4,200 | ||||||||
Lincoln Park Capital | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Long-term purchase commitment, period | 30 months | ||||||||
Sale of Stock, Shares Authorized for Issuance, Value | $ 30,000 | ||||||||
Sale of stock, Shares Authorized for Issuance, Remaining Amount | $ 24,000 | $ 24,000 | |||||||
Maximum | Lincoln Park Capital | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock (in shares) | 5,200,000 | ||||||||
Shares of common stock outstanding, agreement threshold, percent | 19.99% | ||||||||
Common Stock, Shares Outstanding of Affiliate Beneficial Ownership, Agreement Threshold, Percent | 9.99% | ||||||||
Common Stock | At-The-Market Equity Offering Program | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock (in shares) | 7,800,000 | ||||||||
Proceeds from issuance of common stock, net | $ 21,200 | ||||||||
Sale of stock, Shares Authorized for Issuance, Remaining Amount | $ 28,200 | $ 28,200 | |||||||
Common Stock | Private placement | At-The-Market Equity Offering Program | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock (in shares) | 4,900,000 | ||||||||
Proceeds from issuance of common stock, net | $ 11,400 | ||||||||
Sale of Stock, Shares Authorized for Issuance, Value | $ 50,000 |
Warrants - Issuable Shares of C
Warrants - Issuable Shares of Common Stock Related to Unexercised Warrants Outstanding (Details) | Dec. 31, 2021$ / sharesshares |
Warrant liability | |
Class of Stock [Line Items] | |
Shares | 51,001,000 |
Hercules Warrant | |
Class of Stock [Line Items] | |
Shares | 41,000 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 6.80 |
2018 Warrants | |
Class of Stock [Line Items] | |
Shares | 3,617,000 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 9.60 |
2019 Warrants | |
Class of Stock [Line Items] | |
Shares | 933,000 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 4.52 |
2019 Pre-Funded Warrants | |
Class of Stock [Line Items] | |
Shares | 531,000 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 0.08 |
2020 Warrants | |
Class of Stock [Line Items] | |
Shares | 33,613,000 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 2.25 |
2020 Pre-Funded Warrants | |
Class of Stock [Line Items] | |
Shares | 12,223,000 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 0.01 |
SVB Warrant | |
Class of Stock [Line Items] | |
Shares | 43,000 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 3.45 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 25, 2021 | Dec. 31, 2019 | Jan. 01, 2018 | |
Class of Warrant or Right [Line Items] | |||||
Change in fair value of warrants | $ 20,140 | $ 8,889 | |||
Warrant liabilities | 11 | 56,118 | |||
Warrant | Significant unobservable inputs (Level 3) | |||||
Class of Warrant or Right [Line Items] | |||||
Fair value, measurement liability value | 11 | 56,118 | $ 2,486 | $ 18,200 | |
Change in fair value of warrants | (1,700) | (800) | |||
Warrant liabilities | $ 100 | 1,700 | |||
Warrant liability | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 51,001,000 | ||||
2020 Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 33,613,000 | ||||
Exercise price of warrant (in dollars per share) | $ 2.25 | ||||
Fair value, measurement liability value | $ 62,500 | ||||
Change in fair value of warrants | $ (18,500) | (8,100) | |||
2020 Warrants | Warrant | Significant unobservable inputs (Level 3) | |||||
Class of Warrant or Right [Line Items] | |||||
Derivative Liability, Noncurrent | $ 54,500 | $ 36,000 |
Warrants Schedule of Warrant Li
Warrants Schedule of Warrant Liability Assumptions (Details) | Dec. 31, 2021floor$ / shares | Jul. 25, 2021$ / shares | Dec. 31, 2020$ / sharesfloor |
Volatility | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | floor | 0.500 | 0.500 | |
Volatility | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | floor | 0.799 | 1.015 | |
Warrant | Stock price | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | $ / shares | 1.16 | 2.42 | |
Warrant | Remaining term (in years) | |||
Class of Warrant or Right [Line Items] | |||
Remaining term (years) | 1 year | 2 years | |
Warrant | Expected dividend yield | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0 | 0 | |
Warrant | Risk-free rate | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.0041 | 0.0013 | |
Warrant | Acquisition event probability | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.146 | 0.250 | |
2020 Warrants | Stock price | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | $ / shares | 2.04 | 2.42 | |
2020 Warrants | Volatility | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.962 | 1.191 | |
2020 Warrants | Remaining term (in years) | |||
Class of Warrant or Right [Line Items] | |||
Remaining term (years) | 3 years | 3 years 7 months 6 days | |
2020 Warrants | Expected dividend yield | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0 | 0 | |
2020 Warrants | Risk-free rate | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.0038 | 0.0022 | |
2020 Warrants | Acquisition event probability | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.350 | 0.400 |
Employee benefit plans - Narrat
Employee benefit plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | Feb. 28, 2014 | |
Stock-based compensation | ||||
Defined contribution plan, cost | $ 0.5 | |||
Savings Plan 401K | ||||
Stock-based compensation | ||||
Defined contribution plan, cost | $ 0.3 | $ 0.2 | ||
Employee stock options | ||||
Stock-based compensation | ||||
Stock compensation not yet recognized | $ 4.7 | |||
Restricted Stock Units (RSUs) | ||||
Stock-based compensation | ||||
Granted (in shares) | 2,017,000 | |||
Grants in period, weighted average grant date fair value | $ 2.51 | |||
Compensation cost not yet recognized, period for recognition | 2 years 4 months 24 days | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 4.1 | |||
Equity Option | ||||
Stock-based compensation | ||||
Granted (in shares) | 1,881,000 | |||
Compensation cost not yet recognized, period for recognition | 2 years 8 months 12 days | |||
Equity Option | Common Stock | ||||
Stock-based compensation | ||||
Granted (in shares) | 1,900,000 | 1,300,000 | ||
Grants in period, weighted average grant date fair value | $ 2.39 | $ 2.09 | ||
Equity Incentive Plan 2014 | ||||
Stock-based compensation | ||||
Award percentage applied on outstanding shares of common stock for automatic inclusion in plan | 4.00% | |||
Equity Incentive Plan 2014 | Subsequent event | ||||
Stock-based compensation | ||||
Number of shares authorized | 2,300,000 | |||
Equity Incentive Plan 2007 and Equity Incentive Plan 2014 | Outstanding options | ||||
Stock-based compensation | ||||
Number of shares available for grant | 800,000 | |||
2014 ESPP | Employee stock purchase plan | ||||
Stock-based compensation | ||||
Number of shares authorized | 300,000 | |||
Shares reserved for future issuance | 100,000 | |||
Shares issued in period | 100,000 | 100,000 |
Employee benefit plans - Weight
Employee benefit plans - Weighted-average assumptions used (Details) - $ / shares | Mar. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Stock-based compensation | |||
Share price (in dollars per share) | $ 3.01 | ||
Restricted Stock Units (RSUs) | |||
Fair value of each employee stock award on the grant date and the assumptions regarding the fair value of the underlying common stock | |||
Expected volatility | 97.65% | ||
Risk-free rate | 0.29% | ||
Expected term (in years) | 2 years 9 months 18 days | ||
Stock-based compensation | |||
Expected volatility | 97.65% | ||
Expected term (in years) | 2 years 9 months 18 days | ||
Risk-free rate | 0.29% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Annual Acquisition Event Probability | 33.00% | ||
Equity Option | |||
Fair value of each employee stock award on the grant date and the assumptions regarding the fair value of the underlying common stock | |||
Expected volatility | 109.50% | 104.40% | |
Risk-free rate | 1.00% | 0.50% | |
Expected term (in years) | 6 years | 6 years | |
Expected dividend yield | 0.00% | 0.00% | |
Stock-based compensation | |||
Expected volatility | 109.50% | 104.40% | |
Expected term (in years) | 6 years | 6 years | |
Risk-free rate | 1.00% | 0.50% | |
Expected dividend yield | 0.00% | 0.00% |
Employee benefit plans - Stock
Employee benefit plans - Stock based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Based Compensation Expense | ||
Total stock-based compensation expense | $ 3,635 | $ 1,974 |
Research and development | ||
Stock Based Compensation Expense | ||
Total stock-based compensation expense | 1,497 | 832 |
General and administrative | ||
Stock Based Compensation Expense | ||
Total stock-based compensation expense | $ 2,138 | $ 1,142 |
Employee benefit plans - Stoc_2
Employee benefit plans - Stock option activity (Details) $ / shares in Units, shares in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Restricted Stock Units (RSUs) | |
Shares | |
Granted (in shares) | 2,017 |
Schedule of RSUs, Shares [Roll Forward] | |
44196 | 550 |
Granted (in shares) | 2,017 |
Vested | (133) |
Forfeited/cancelled | (189) |
44561 | 2,245 |
RSUs, Weighted-Average Grant Date Fair Value [Abstract] | |
Beginning Balance, Weighted-Average Grant Date Fair Value, | $ / shares | $ 2.13 |
Grants in period, weighted average grant date fair value | $ / shares | 2.51 |
Vested, Weighted-Average Grant Date Fair Value, | $ / shares | 2.13 |
Forfeited/cancelled, Weighted-Average Grant Date Fair Value, | $ / shares | 2.59 |
Ending Balance, Weighted-Average Grant Date Fair Value, | $ / shares | $ 2.43 |
Equity Option | |
Shares | |
Outstanding at the beginning of the period (in shares) | 2,329 |
Granted (in shares) | 1,881 |
Exercised (in shares) | 40 |
Canceled (in shares) | (427) |
Outstanding at the end of the period (in shares) | 3,743 |
Exercisable at the end of the period (in shares) | 1,506 |
Weighted - Average Exercise Price | |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 7.05 |
Granted (in dollars per share) | $ / shares | 2.90 |
Exercised (in dollars per share) | $ / shares | 2.19 |
Canceled (in dollars per share) | $ / shares | 5.62 |
Outstanding at the end of the period (in dollars per share) | $ / shares | 5.18 |
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 8.67 |
Weighted- Average Remaining Contractual Term | |
Outstanding at the end of the period | 8 years 1 month 6 days |
Exercisable at the end of the period | 7 years |
Aggregate Intrinsic Value | |
Outstanding at the end of the period (in dollars) | $ | $ 0 |
Exercisable at the end of the period (in dollars) | $ | $ 0 |
Schedule of RSUs, Shares [Roll Forward] | |
Granted (in shares) | 1,881 |
Net loss per share Schedule of
Net loss per share Schedule of earnings per share, basic and diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (33,196) | $ (43,714) |
Less: Change in fair value of 2020 Warrants(1) | 0 | 8,067 |
Adjusted net loss | $ (33,196) | $ (51,781) |
Weighted-average common stock outstanding - basic | 68,575 | 44,436 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 2,117 |
Weighted-average common stock outstanding - diluted | 68,575 | 46,553 |
Basic (in dollars per share) | $ (0.48) | $ (0.98) |
Diluted (in dollars per share) | $ (0.48) | $ (1.11) |
Net loss per share attributab_2
Net loss per share attributable to common stockholders (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect | ||
Common stock equivalents (in shares) | 44,230 | 7,470 |
Warrant | ||
Common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect | ||
Common stock equivalents (in shares) | 38,242 | 4,591 |
Equity Option | ||
Common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect | ||
Common stock equivalents (in shares) | 3,743 | 2,329 |
Restricted Stock Units (RSUs) | ||
Common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect | ||
Common stock equivalents (in shares) | 2,245 | 550 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred tax assets: | ||
U.S. and state net operating loss carryforwards | $ 36,614 | $ 25,458 |
Capitalized research and development | 34,616 | 32,057 |
Research and development credits | 5,528 | 3,784 |
Lease liability | 2,295 | 2,735 |
Stock-based compensation | 1,834 | 1,320 |
Accrued expenses | 810 | 866 |
Depreciation and amortization | 55 | 448 |
Other temporary differences | 9 | 25 |
Gross deferred tax assets | 81,761 | 66,693 |
Valuation allowance | 79,499 | 64,150 |
Total deferred tax assets | 2,262 | 2,543 |
ROU asset | (2,262) | (2,543) |
Total deferred tax liabilities | $ (2,262) | $ (2,543) |
Reconciliation of income tax expense | ||
Federal statutory income tax rate | 21.00% | 21.00% |
State income tax, net of federal benefit | 9.80% | 6.80% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent | (0.90%) | (2.60%) |
Research and development credits | 5.30% | 2.30% |
Section 382 limitation | 0.00% | (112.10%) |
Change in valuation allowance | (46.20%) | 80.30% |
Other, net | (1.70%) | 0.00% |
Effective tax rate | (0.00%) | 0.00% |
Other permanent differences | 12.70% | 4.30% |
Income taxes - Additional infor
Income taxes - Additional information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | ||
Increase in valuation allowance | $ 15,300,000 | |
Unrecognized accrued interest or penalties related to uncertain tax positions | 0 | $ 0 |
Uncertain tax position | $ 0 | $ 0 |
Research and development | U.S. federal | ||
Income taxes | ||
Tax credit carryforwards, limitation on use | 0.7 million | 8.9 million |
U.S. federal | ||
Income taxes | ||
Net operating loss carryforwards | $ 109,900,000 | $ 94,300,000 |
NOL, limitations on use | 14.9 million | 149.0 million |
U.S. federal | Indefinite carryforward | ||
Income taxes | ||
Net operating loss carryforwards | $ 100,400,000 | |
U.S. federal | 2037 | ||
Income taxes | ||
Net operating loss carryforwards | 9,500,000 | |
U.S. federal | Research and development | ||
Income taxes | ||
Tax credit carryforwards | $ 2,200,000 | $ 700,000 |
U.S. state | ||
Income taxes | ||
Net operating loss carryforwards | $ 89,600,000 | |
NOL, limitations on use | 14.9 million | 139.7 million |
U.S. state | 2040 | ||
Income taxes | ||
Net operating loss carryforwards | $ 104,900,000 | |
U.S. state | Research and development | ||
Income taxes | ||
Tax credit carryforwards | 4,200,000 | $ 3,800,000 |
Recognized Built-In Losses [Member] | ||
Income taxes | ||
Net operating loss carryforwards | $ 25,300,000 |