Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 11, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | SQZ BIOTECHNOLOGIES COMPANY | ||
Entity Central Index Key | 0001604477 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | SQZ | ||
Security Exchange Name | NYSE | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity File Number | 001-39662 | ||
Entity Tax Identification Number | 46-2431115 | ||
Entity Address, Address Line One | 200 Arsenal Yards Blvd | ||
Entity Address, Address Line Two | Suite 210 | ||
Entity Address, City or Town | Watertown | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02472 | ||
City Area Code | 617 | ||
Local Phone Number | 758-8672 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Public Float | $ 80.3 | ||
Entity Common Stock, Shares Outstanding | 29,491,125 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement relating to the Registrant’s 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the end of the Registrant’s fiscal year ended December 31, 2022 are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. | ||
Auditor Firm ID | 238 | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Boston, Massachusetts |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 63,709 | $ 143,513 |
Accounts receivable | 3,000 | |
Prepaid expenses and other current assets | 4,495 | 4,122 |
Total current assets | 68,204 | 150,635 |
Property and equipment, net | 1,959 | 3,046 |
Restricted cash | 2,305 | 2,305 |
Other assets | 323 | |
Operating lease right-of-use assets | 27,432 | 69,843 |
Total assets | 99,900 | 226,152 |
Current liabilities: | ||
Accounts payable | 2,511 | 3,971 |
Accrued expenses | 8,893 | 6,810 |
Accrued restructuring expenses | 3,162 | |
Current portion of deferred revenue | 715 | 12,507 |
Current portion of operating lease liabilities | 6,562 | 9,936 |
Total current liabilities | 21,843 | 33,224 |
Deferred revenue, net of current portion | 9,196 | |
Operating lease liabilities, net of current portion | 20,909 | 59,756 |
Total liabilities | 42,752 | 102,176 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized at December 31, 2022 and 2021, respectively; No shares issued or outstanding. | ||
Common stock, $0.001 par value; 200,000,000 shares authorized at December 31, 2022 and 2021, respectively; 29,491,125 and 28,133,368 shares issued and outstanding at December 31, 2022 and 2021, respectively. | 29 | 28 |
Additional paid-in capital | 332,093 | 319,458 |
Accumulated deficit | (274,974) | (195,510) |
Total stockholders' equity | 57,148 | 123,976 |
Total liabilities, and stockholders' equity | $ 99,900 | $ 226,152 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 29,491,125 | 28,133,368 |
Common stock, shares outstanding | 29,491,125 | 28,133,368 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | ||
Grant revenue | $ 449 | |
Total revenue | $ 21,478 | $ 27,098 |
Revenue, Product and Service [Extensible Enumeration] | Collaboration Revenue [Member] | Collaboration Revenue [Member] |
Operating expenses: | ||
Research and development | $ 70,984 | $ 70,148 |
General and administrative | 26,319 | 25,719 |
Restructuring charges | 4,859 | |
Total operating expenses | 102,162 | 95,867 |
Loss from operations | (80,684) | (68,769) |
Other income (expense): | ||
Interest income | 1,223 | 36 |
Other expense, net | (3) | (8) |
Total other income, net | 1,220 | 28 |
Net loss and comprehensive loss | $ (79,464) | $ (68,741) |
Net loss per share, basic | $ (2.76) | $ (2.49) |
Net loss per share, diluted | $ (2.76) | $ (2.49) |
Weighted-average common shares outstanding, basic | 28,812,904 | 27,578,844 |
Weighted-average common shares outstanding, diluted | 28,812,904 | 27,578,844 |
Collaboration Revenue [Member] | ||
Revenue: | ||
Revenue | $ 21,029 | $ 27,098 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Public Offering [Member] | Common Stock [Member] | Common Stock [Member] Public Offering [Member] | Common Stock [Member] At-the-market Offering [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Public Offering [Member] | Additional Paid-in Capital [Member] At-the-market Offering [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2020 | $ 127,199 | $ 25 | $ 253,943 | $ (126,769) | |||||
Beginning balance (Shares) at Dec. 31, 2020 | 24,786,324 | ||||||||
Issuance of common stock | $ 55,602 | $ 3 | $ 55,599 | ||||||
Issuance of common stock (Shares) | 3,000,000 | ||||||||
Issuance of common stock upon exercise of stock options | 1,307 | 1,307 | |||||||
Issuance of common stock upon exercise of stock options (Shares) | 333,417 | ||||||||
Issuance of common stock under employee stock purchase plan | 104 | 104 | |||||||
Issuance of common stock under employee stock purchase plan (Shares) | 13,627 | ||||||||
Stock-based compensation expense | 8,505 | 8,505 | |||||||
Net loss | (68,741) | (68,741) | |||||||
Ending balance at Dec. 31, 2021 | 123,976 | $ 28 | 319,458 | (195,510) | |||||
Ending balance (Shares) at Dec. 31, 2021 | 28,133,368 | ||||||||
Issuance of common stock | 4,067 | $ 1 | $ 4,066 | ||||||
Issuance of common stock (Shares) | 1,261,226 | ||||||||
Issuance of common stock upon exercise of stock options | $ 29 | 29 | |||||||
Issuance of common stock upon exercise of stock options (Shares) | 14,757 | 14,757 | |||||||
Issuance of common stock under employee stock purchase plan | $ 137 | 137 | |||||||
Issuance of common stock under employee stock purchase plan (Shares) | 81,774 | ||||||||
Stock-based compensation expense | 8,403 | 8,403 | |||||||
Net loss | (79,464) | (79,464) | |||||||
Ending balance at Dec. 31, 2022 | $ 57,148 | $ 29 | $ 332,093 | $ (274,974) | |||||
Ending balance (Shares) at Dec. 31, 2022 | 29,491,125 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Public Offering [Member] | ||
Payment of issuance costs | $ 798 | |
At-the-market Offering [Member] | ||
Payment of issuance costs | $ 197 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (79,464) | $ (68,741) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 1,504 | 1,208 |
Amortization of operating lease right-of-use assets | 10,180 | 9,822 |
Stock-based compensation expense | 8,403 | 8,505 |
Loss on disposal of property and equipment | 33 | 7 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,000 | (1,108) |
Prepaid expenses and other current assets | (373) | 460 |
Accounts payable | (1,422) | 1,074 |
Accrued expenses | 2,083 | (283) |
Accrued restructuring expenses | 3,162 | |
Deferred revenue | (20,988) | (23,873) |
Other assets | 323 | (323) |
Operating lease liabilities | (9,990) | (8,710) |
Other liabilities | (175) | |
Net cash used in operating activities | (83,549) | (82,137) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (522) | (613) |
Proceeds from sale of equipment | 34 | |
Net cash used in investing activities | (488) | (613) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock under at-the market offering of common stock, net of issuance costs | 4,067 | |
Proceeds from follow-on public offering of common stock, net of issuance costs | 56,400 | |
Payment of public offering costs | (1,904) | |
Proceeds from issuance of common stock under employee stock purchase plan | 29 | 103 |
Proceeds from exercise of stock options | 137 | 1,307 |
Net cash provided by financing activities | 4,233 | 55,906 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (79,804) | (26,844) |
Cash, cash equivalents and restricted cash at beginning of period | 145,818 | 172,662 |
Cash, cash equivalents and restricted cash at end of period | 66,014 | 145,818 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Lease assets obtained in exchange for operating lease liabilities | $ 31,307 | |
Reduction in lease assets and liabilities due to lease amendment | $ (32,230) |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation SQZ Biotechnologies Company (the “Company”) is a clinical-stage biotechnology company developing cell therapies for patients with cancer and other serious medical conditions. The Company uses its proprietary technology, Cell Squeeze, to physically squeeze cells through a microfluidic chip, temporarily opening the cell membrane and enabling biologic material of interest, or cargo, to diffuse into the cell. The Company is using Cell Squeeze to create multiple cell therapy platforms focused on directing specific immune responses. The Company was incorporated in March 2013 under the laws of the State of Delaware. The Company is subject to a number of risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, the ability to obtain additional financing, protection of proprietary technology, dependence on key personnel, the ability to attract and retain qualified employees, compliance with government regulations, the impact of the COVID-19 coronavirus, and the clinical and commercial success of its product candidates. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. On February 17, 2021, the Company completed a follow-on public offering (the "Follow-On Offering") pursuant to which it issued and sold 3,000,000 shares of its common stock. The aggregate proceeds, net of commissions and underwriting discounts received by the Company from the Follow-On Offering were approximately $ 56.4 million, before deducting offering costs payable by the Company, which were $ 0.8 million. On November 10, 2021, the Company entered into an Open Market Sales Agreement (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) to issue and sell up to $ 75,000,000 in shares of the Company’s common stock from time to time during the term of the Sales Agreement through an “at-the-market” equity offering program under which Jefferies acts as the Company’s sales agent (the “ATM Facility”). During the year ended December 31, 2022, the Company sold 1,261,226 shares of common stock under the ATM Facility for net proceeds of approximately $ 4.1 million. Going Concern Assessment Management has assessed the Company’s ability to continue as a going concern in accordance with the requirements of ASC 205-40, taking into consideration its recurring losses from operations incurred since inception, expectation of continuing operating losses for the foreseeable future and the need to raise additional capital to finance future operations. Through December 31, 2022, the Company has funded its operations primarily with proceeds from sales of convertible preferred stock, payments received in connection with collaboration agreements, proceeds from borrowings under a convertible promissory note, which converted into shares of convertible preferred stock, and more recently the proceeds from its IPO, the Follow-On Offering and the ATM Facility. The Company has incurred recurring losses since inception, including a net loss of $ 79.5 million for the year ended December 31, 2022. As of December 31, 2022, the Company had an accumulated deficit of $ 275.0 million. Based on its current cash expenditure forecast, the Company expects that its existing cash and cash equivalents will fund its operations into the first quarter of 2024. The Company expects to continue to generate operating losses in the foreseeable future. As of March 22, 2023, the issuance date of the annual consolidated financial statements for the year ended December 31, 2022, the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these consolidated financial statements are issued. The Company will require additional funding through private or public equity financings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company's stockholders. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. If the Company is unable to obtain funding, the Company will be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, 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 accompanying 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. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Impact of the COVID-19 Pandemic In December 2019, a novel strain of coronavirus, which causes the disease known as COVID-19, was initially reported and since then, COVID-19 has spread globally. The outbreak and government measures taken in response have had a significant impact, both direct and indirect, on hospitals, businesses and commerce, as worker shortages have occurred, supply chains have been disrupted, prices have increased, and the use of facilities and production have been suspended. The future progression of the pandemic and its effects on the Company’s business and operations are uncertain. The COVID-19 pandemic has impacted and may continue to impact personnel at third-party manufacturing facilities or the availability or cost of materials, which would disrupt the Company’s supply chain. It also has affected and may continue to affect the Company’s ability to enroll patients in and timely complete its ongoing clinical trials of SQZ-eAPC-HPV and SQZ-AAC-HPV and delay the initiation of future clinical trials, disrupt regulatory activities or have other adverse effects on its business and operations. The Company is monitoring the potential impact of the COVID-19 pandemic and general economic conditions on its business and financial statements. To date, the Company has not incurred impairment losses in the carrying values of its assets as a result of the pandemic and it is not aware of any specific related event or circumstance that would require it to revise its estimates reflected in these consolidated financial statements. The extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations, financial condition and liquidity, including planned and future clinical trials and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, the actions taken to contain or treat it, and the duration and intensity of the related effects. Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, SQZ Biotechnologies Security Corporation, SQZ Biotech HK Limited and SQZ Biotech (Shanghai) Co. Ltd. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses, the valuation of common stock and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results may differ from those estimates or assumptions. Concentrations of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable and cash and cash equivalents. The Company’s cash and cash equivalents and restricted cash are maintained in bank deposit accounts and money market funds that regularly exceed federally insured limits. The Company is exposed to credit risk on its cash, cash equivalents and restricted cash in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). As of December 31, 2021, all of the Company’s accounts receivable were related to its collaboration agreements with Roche (see Note 11). The Company relies, and expects to continue to rely, on a small number of vendors to manufacture supplies and to process its product candidates for its development programs. These programs could be adversely affected by a significant interruption in the manufacturing process or supply chain. Cash Equivalents The Company considers all highly liquid investments in marketable securities with original maturities of three months or fewer at the date of purchase to be cash equivalents. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds from the offering in stockholder’s equity as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the statements of operations and comprehensive loss. Deferred offering costs as of December 31, 2021 were expenses directly related to the Form S-3 filed with the SEC on November 12, 2021 and declared effective on November 18, 2021 (the "Shelf Registration"). These costs consist of legal, accounting, printing and filing fees that the Company has capitalized, including fees incurred by the independent registered public accounting firm directly related to the Shelf Registration. Deferred costs associated with the Shelf Registration are reclassified to additional paid in capital on a pro-rata basis when the Company completes offerings under the Shelf Registration, with any remaining deferred offering costs to be charged to the results of operations if the planned offering is abandoned, or at the end of the three-year life of the Shelf Registration. The Company had $ 0 and $ 0.3 million of deferred offering costs as of December 31, 2022 and 2021 , respectively. Accounts Receivable Allowance Accounts receivable are presented net of an allowance for doubtful accounts, which is an estimate of amounts that may not be collectible. The Company performs ongoing evaluations of its accounts receivable and, if necessary, provides an allowance for doubtful accounts and expected losses. The Company writes off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues collection of the receivable. As of December 31, 2022 and 2021 , the Company had no allowance for doubtful accounts. During the years ended December 31, 2022 and 2021 the Company did no t record any provisions for doubtful accounts and did no t write off any accounts receivable balances. Restricted Cash As of December 31, 2022 and 2021 , the Company maintained letters of credit totaling $ 2.3 million for the benefit of the landlord of its leased properties. The Company was required to maintain separate cash balances of $ 2.3 million to secure the letters of credit. The Company classified these separate cash balances of $ 2.3 million as restricted cash (non-current) in the consolidated balance sheets as of December 31, 2022 and 2021 based on the release dates of the restrictions on this cash. As of December 31, 2022 and 2021, the cash, cash equivalents and restricted cash of $ 66.0 million and $ 145.8 million, respectively, presented in the consolidated statements of cash flows included cash and cash equivalents of $ 63.7 million and $ 143.5 million, respectively, and restricted cash of $ 2.3 million for each of the years ended December 31, 2022 and 2021 . Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: ESTIMATED USEFUL LIFE Machinery and equipment 3 to 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of term of lease or 7 years Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated in accordance with the above guidelines once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are expensed as incurred. Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. The Company continually evaluates long-lived assets for potential impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares the carrying values of the asset group to the expected future undiscounted cash flows that the asset group is expected to generate from the use and eventual disposition of the long-lived asset group. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. If such asset group is considered to be impaired, the impairment loss to be recognized would be based on the excess of the carrying value of the impaired asset group over its fair value. The Company did no t recognize any impairment losses on long-lived assets during the years ended December 31, 2022 and 2021 . Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The fair value of the Company’s cash equivalents are determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts receivable, unbilled receivables, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. Leases The Company accounts for leases under Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”). The Company has operating leases for office space as well as a contract for manufacturing under which the Company has a dedicated suite. The Company may enter into similar arrangements in the future. Under ASC 842, the Company determines whether such arrangements contain a lease at the inception of a contract by assessing whether there is an identified asset and whether a contract conveys the right to control the use of the identified asset in exchange for consideration and the right to obtain the economic benefits from the use of the identified asset. Upon commencement of an identified lease, the Company records a right-of-use asset, which represents the Company’s right to use the underlying asset for the lease term, and records a lease liability, which represents the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at commencement date of the lease based on the present value of the future minimum lease payments over the lease term. Lease payments are discounted at the lease commencement date using the rate implicit in the lease, unless that rate is not readily determinable. As most of the Company’s leases do not provide an implicit rate, the Company determines an incremental borrowing rate, which represents an internally estimated rate that would be incurred by the Company to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment, based on the information available at the commencement date of each lease in determining the present value of the future minimum lease payments. The determination of the incremental borrowing rate is a significant management judgment, which is based on an analysis that includes the credit rating of the Company, geographical risk, and U.S. Treasury and corporate bond yields. After lease commencement and the establishment of a right-of-use asset and operating lease liability, lease expense is recorded on a straight-line basis over the lease term. As permitted by ASC 842, leases with an initial term of 12 months or fewer are not recorded in the consolidated balance sheets. The Company often enters into contracts that contain both lease and non-lease components. Non-lease components include real estate taxes, insurance, maintenance, utilities and other operating costs. The Company combines the lease and non-lease components of fixed costs in its lease arrangements as a single component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities, but rather are expensed when the event determining the amount of variable consideration to be paid occurs. The Company’s lease terms often include renewal options. The amounts determined for the Company’s right-of-use assets and lease liabilities generally do not assume that any renewal options or any early-termination provisions, if any, are exercised, unless it is reasonably certain that the Company will exercise such options. Segment Information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company is developing methods of engineering cell function and therapies for the treatment of patients across a range of indications. The Company has determined that its chief operating decision maker is its Chief Executive Officer. The Company’s chief operating decision maker reviews the Company’s financial information on a consolidated basis for purposes of allocating resources and assessing financial performance. All of the Company’s tangible assets are held in the United States, and all of the Company’s collaboration revenue is derived from its collaboration partner headquartered in Switzerland. Revenue Recognition for License and Collaboration Arrangements Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines which goods or services are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when, or as, that performance obligation is satisfied. The Company enters into licensing arrangements that are within the scope of ASC 606, under which it may exclusively license to third parties rights to research, develop, manufacture and commercialize its product candidates. The terms of these arrangements typically include payment to the Company of one or more of the following: nonrefundable, upfront license fees; reimbursement of certain costs; customer option exercise fees; development, regulatory and sales milestone payments; and royalties on net sales of licensed products. The payment terms under the Company’s existing licensing arrangements are 60 days. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its arrangements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the assessment of the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as, the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must use significant judgment to determine: (a) the performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above; and (c) the standalone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. The Company also uses judgment to determine whether milestone payments or other variable consideration, except for royalties and sales-based milestones, should be included in the transaction price, as described below. The transaction price is allocated to each performance obligation based on the relative standalone selling price of each performance obligation in the contract, and the Company recognizes revenue based on those amounts when, or as, the performance obligations under the contract are satisfied. The standalone selling price is the price at which an entity would sell a promised good or service separately to a customer. Management estimates the standalone selling price of each of the identified performance obligations in the Company’s customer contracts, maximizing the use of observable inputs. Because the Company has not sold the same goods or services in its contracts separately to any customers on a standalone basis and there are no similar observable transactions in the marketplace, the Company estimates the standalone selling price of each performance obligation in its customer arrangements based on its estimate of costs to be incurred to fulfil its obligations associated with the performance, plus a reasonable margin. The Company has determined that its only contract liability under ASC 606 is deferred revenue. Amounts received prior to revenue recognition are recorded as deferred revenue in the consolidated balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion, in the consolidated balance sheets. Exclusive Licenses If the license to the Company’s intellectual property is determined to be distinct from the other promises or performance obligations identified in the arrangement, the Company recognizes revenue from nonrefundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. In assessing whether a promise or performance obligation is distinct from the other promises, the Company considers factors such as the research, development, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. In addition, the Company considers whether the collaboration partner can benefit from a promise for its intended purpose without the receipt of the remaining promises, whether the value of the promise is dependent on the unsatisfied promises, whether there are other vendors that could provide the remaining promises, and whether it is separately identifiable from the remaining promises. For licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of progress and related revenue recognition. The measure of progress, and the resulting periods over which revenue should be recognized, are subject to estimates by management and may change over the course of the research, development and licensing arrangement. Such a change could have a material impact on the amount of revenue the Company records in future periods. Under the Company’s existing license and collaboration agreements, the Company has concluded that the transfer of control to the customer occurs over the time period that the research and development services are to be provided by the Company, and this cost-to-cost method is, in management’s judgment, the best measure of progress towards satisfying the performance obligation. Research and Development Services The promises under the Company’s license and collaboration arrangements often include research and development services to be performed by the Company on behalf of the partner. Payments or reimbursements resulting from the Company’s research and development efforts are estimated at the outset of the arrangement and considered part of the transaction price that is subsequently recognized as revenue because the Company is the principal in the arrangement for such efforts. Customer Options If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the Company evaluates the customer options to determine if they are material rights at the outset of each arrangement. Options to acquire additional goods or services for free or at a discount are deemed to be material rights. If the goods and services underlying the customer options are not determined to be material rights, these customer options are not considered to be performance obligations in the arrangement because they are contingent upon exercise of the option. If the customer options are determined to be a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the relative standalone selling price, which is determined based on the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised. Milestone Payments At the inception of each arrangement that includes potential research, development or regulatory milestone payments, the Company evaluates whether the milestones are considered likely to be met and estimates the amount to be considered for inclusion in the transaction price using the most-likely-amount method. If it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur, the associated milestone payment value is included in the transaction price. For milestone payments due upon events that are not within the control of the Company or the licensee, such as regulatory approvals, the Company is not able to assert that it is likely that the regulatory approval will be granted and that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur until those approvals are received. In making this assessment, the Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the particular milestone. There is considerable judgment involved in determining whether it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price of the arrangement. Any such adjustments are recorded on a cumulative catch-up basis, which would affect the amounts of revenue and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments due upon first commercial sales or based on a level of sales, that are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) the occurrence of the related sales or (ii) the date upon which the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. To date, the Company has not recognized any royalty revenue from any of its licensing arrangements. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock-based compensation, employee benefits, facilities costs, laboratory supplies, depreciation, manufacturing expenses and external costs of vendors engaged to conduct preclinical development activities and clinical trials, as well as the costs of licensing technology and costs related to collaboration arrangements. Upfront payments under license agreements are expensed upon receipt of the license, and annual maintenance fees under license agreements are expensed in the period in which they are incurred. Milestone payments under license agreements are accrued, with a corresponding expense being recognized, in the period in which the milestone is determined to be probable of achievement and the related amount is reasonably estimable. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed, or when it is no longer expected that the goods will be delivered or the services rendered. Research and Manufacturing Contract Costs and Accruals The Company has entered into various research, development and manufacturing contracts with research institutions and other companies in the United States. These agreements are generally cancelable, and related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research, development and manufacturing costs. When billing terms under these contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of outstanding obligations to those third parties as of period end. Any accrual estimates are based on a number of factors, including the Company’s knowledge of the progress towards completion of the research, development and manufacturing activities, invoicing to date under the contracts, communication from the research institutions and other companies of any actual costs incurred during the period that have not yet been invoiced and the costs included in the contracts. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the estimates made by the Company. The historical accrual estimates made by the Company have not been materially different from the actual costs. Restructuring Charges Restructuring charges include costs directly associated with exit or disposal activities. Such costs may include employee salary continuance, severance, termination benefits, contract termination fees and penalties, and other exit or disposal costs. In general, the Company records involuntary employee-related exit and disposal costs when management has the authority to commit to a restructuring plan, there is a substantive plan for employee severance, there has been a communication to impacted personnel and related costs are probable and estimable. For one-time termination benefits (i.e., no substantive plan) and employee retention costs, expense is recorded when the employees are entitled to receive such benefits and the amount can be reasonably estimated. Contract termination fees and penalties and other exit and disposal costs are generally recorded when incurred. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Stock-Based Compensation For stock-based awards granted to non-employees, employees and directors, the Company estimates the grant-date fair value of each award using the Black-Scholes option-pricing model. Compensation expense for these awards is recognized over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company accounts for forfeitures of stock-based awards as they occur rather than applying an estimated forfeiture rate to stock-based compensation expense. The Company classifies stock-based compensation expense in the consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the years ended December 31, 2022 and 2021, there were no changes in stockholders' equity that resulted from transactions or economic events other than with stockholders. Net Income (Loss) per Share The Company follows the two-class method when computing net income (loss) per share, as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) is computed by adjusting net income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. The Company reported a net loss for each of the years ended December 31, 2022 and 2021 . Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it wil |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis (in thousands): FAIR VALUE MEASUREMENTS AT LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Cash equivalents: Money market funds $ 62,598 $ — $ — $ 62,598 $ 62,598 $ — $ — $ 62,598 FAIR VALUE MEASUREMENTS AT LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Cash equivalents: Money market funds $ 142,547 $ — $ — $ 142,547 $ 142,547 $ — $ — $ 142,547 Money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. There were no changes to the valuation methods during the years ended December 31, 2022 and 2021 . The Company evaluates transfers between levels at the end of each reporting period. There were no transfers between Level 1 or Level 2 during the years ended December 31, 2022 and 2021 . |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): DECEMBER 31, 2022 2021 Prepaid expenses $ 4,111 $ 4,027 Other receivables 384 95 $ 4,495 $ 4,122 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): DECEMBER 31, 2022 2021 Machinery and equipment $ 6,840 $ 6,659 Leasehold improvements 579 579 Furniture and fixtures 319 319 7,738 7,557 Less: Accumulated depreciation and amortization ( 5,779 ) ( 4,511 ) $ 1,959 $ 3,046 Depreciation and amortization expense was $ 1.5 million and $ 1.2 million for the years ended December 31, 2022 and 2021 , respectively. In addition to the depreciation and amortization expense recorded during the year ended December 31, 2022, the Company recorded restructuring charges of $ 0.4 million (see Note 13) which increased the accumulated depreciation on laboratory equipment that is no longer required and will be disposed of. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consisted of the following (in thousands): DECEMBER 31, 2022 2021 Accrued external research, development and manufacturing costs $ 5,264 $ 2,156 Accrued employee compensation and benefits 2,578 3,040 Other 1,051 1,614 $ 8,893 $ 6,810 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 7. Stock-Based Compensation On October 20, 2020, the Company’s board of directors adopted, and on October 22, 2020 its stockholders approved, the 2020 Incentive Award Plan (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares reserved for issuance under the 2020 Plan is subject to an annual increase on the first day of each calendar year, beginning on January 1, 2021 and ending on and including January 1, 2030, equal to the lesser of (i) 5 % of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as is determined by the board of directors. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 2020 Plan are added back to the shares of common stock available for issuance under the 2020 Plan. As of December 31, 2022, there were 3,058,628 shares available for future issuance under the 2020 Plan. On October 20, 2020, the Company’s board of directors adopted, and on October 22, 2020 its stockholders approved, the 2020 Employee Stock Purchase Plan (the ‘‘2020 ESPP’’). The number of shares of common stock that may be issued under the 2020 ESPP automatically increases on the first day of each calendar year, beginning on January 1, 2021 and ending on and including January 1, 2030, equal to the lesser of (i) 1 % of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as is determined by the board of directors, provided that not more than 3,724,461 shares of common stock may be issued under the 2020 ESPP. As of December 31, 2022 , a total of 95,401 shares had been issued under the 2020 ESPP and 709,682 shares were available for issuance under the 2020 ESPP. Stock Option Valuation The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model. Before November 3, 2020, the Company was a private company and until that time lacked company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer public companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of an option for time periods approximately equal to the expected term of the option. For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The expected dividend yield of 0 % is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted: YEAR ENDED 2022 2021 Fair value of common stock $ 5.72 $ 15.55 Expected term (years) 6.0 6.0 Expected volatility 77.0 % 76.4 % Risk-free interest rate 2.22 % 0.90 % Expected annual dividend yield 0 % 0 % The following table summarizes the Company’s stock option activity since December 31, 2021: NUMBER OF WEIGHTED- WEIGHTED- INTRINSIC (in years) (in thousands) Outstanding at December 31, 2021 4,339,523 $ 9.75 7.68 $ 8,823 Granted 2,563,920 5.72 Exercised ( 14,757 ) 1.95 Forfeited or canceled ( 1,530,376 ) 8.89 Outstanding at December 31, 2022 5,358,310 $ 8.09 5.26 $ — Vested and expected to vest at December 31, 2022 5,358,310 $ 8.09 5.26 $ — Options exercisable at December 31, 2022 2,628,431 $ 8.43 3.81 $ — The weighted-average grant-date valuation of stock options granted during the years ended December 31, 2022 and 2021 was $ 3.90 per share and $ 10.26 per share, respectively. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021 was $ 0.1 million and $ 3.8 million, respectively. Stock-Based Compensation Expense Stock-based compensation expense related to stock options and restricted stock awards was classified in the consolidated statements of operations as follows (in thousands): YEAR ENDED 2022 2021 Research and development expenses $ 3,293 $ 3,243 General and administrative expenses 4,729 5,262 Restructuring charges 381 — $ 8,403 $ 8,505 In September 2022, the Company modified the terms of stock options previously granted to one executive officer. As a result of this modification, the Company recorded an expense of approximately $ 0.2 million within research and development expenses for the year ended December 31, 2022 to account for the incremental change in the fair value of the stock options before and after the modification. In connection with a restructuring of the Company, (see Note 13) on November 30, 2022, the Company modified the terms of stock options previously granted to two executive officers and the employees affected by the workforce reduction to extend the period to exercise vested options post-separation. As a result of these modifications, the Company recorded an expense of approximately $ 0.4 million for the year ended December 31, 2022 to account for the incremental change in the fair value of the stock options before and after the modifications. The total expense of $ 0.4 million was recognized in restructuring charges. In September 2021 and November 2021, the Company modified the terms of stock options previously granted to two executive officers. As a result of these modifications, the Company recorded an expense of approximately $ 1.4 million for the year ended December 31, 2021 to account for the incremental change in the fair value of the stock options before and after the modifications. Of this total expense, $ 0.9 million was recognized in research and development expenses. As of December 31, 2022 , total unrecognized stock-based compensation expense related to unvested stock-based awards was $ 12.4 million, which is expected to be recognized over a weighted-average period of 2.5 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes For the years ended December 31, 2022 and 2021 , the Company recorded no income tax benefits for the net operating losses incurred or for the research and development tax credits generated in each period, due to its uncertainty of realizing a benefit from those items. All of the Company’s operating losses since inception have been generated in the United States. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: YEAR ENDED 2022 2021 Federal statutory income tax rate ( 21.0 )% ( 21.0 )% State income taxes, net of federal benefit ( 4.6 ) ( 6.0 ) Federal and state research and development tax credits ( 4.1 ) ( 3.8 ) Stock-based compensation 2.3 — Other 0.4 0.6 Change in deferred tax asset valuation allowance 27.0 30.2 Effective income tax rate 0.0 % 0.0 % The Company’s net deferred tax assets consisted of the following (in thousands): DECEMBER 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 50,167 $ 42,897 Research and development tax credit carryforwards 15,253 11,963 Deferred revenue 177 5,036 Accrued expenses 728 782 Operating lease liabilities 7,162 18,892 Stock-based compensation 2,004 2,118 Capitalized research expenses 15,742 — Other 280 298 Total deferred tax assets 91,513 81,986 Valuation allowance ( 84,226 ) ( 62,671 ) Total deferred tax assets, net of valuation allowance 7,287 19,315 Deferred tax liabilities: Depreciation ( 133 ) ( 382 ) Operating lease right-of-use assets ( 7,154 ) ( 18,933 ) Total deferred tax liabilities ( 7,287 ) ( 19,315 ) Net deferred tax assets $ — $ — As of December 31, 2022, the Company had gross U.S. federal net operating loss (“NOL”) carryforwards of $ 185.2 million, which may be available to offset future taxable income, of which $ 11.3 million begin to expire in 2034 and of which $ 173.9 million do not expire but are generally limited in their usage to an annual deduction equal to 80 % of annual taxable income. In addition, as of December 31, 2022, the Company had gross state net operating loss carryforwards of $ 174.1 million, which may be available to offset future taxable income, of which $ 171.8 million begin to expire in 2035 and $ 0.7 million may be carried forward indefinitely. As of December 31, 2022, the Company also had U.S. federal and state research and development tax credit carryforwards of $ 10.4 million and $ 6.2 million, respectively, which will begin to expire in 2034 and 2030 respectively. The Tax Cuts and Jobs Act (TCJA) requires taxpayers to capitalize and amortize research and experimental (R&D) expenditures under section 174 for tax years beginning after December 31, 2021. This rule became effective for the Company during the year and resulted in the capitalization of R&D costs of $ 66.8 million. The Company is amortizing these costs for tax purposes over 5 years if the R&D was performed in the U.S. and over 15 years if the R&D was performed outside the U.S. Utilization of the U.S. federal and state NOL carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL and research and development tax credit carryforwards that can be utilized annually to offset future taxable income or tax liabilities. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50 % over a three-year period. If a change in control has occurred at any time since the Company’s formation, utilization of its pre-change NOLs or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, which could then be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOL carryforwards or research and development tax credit carryforwards before their utilization. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. Until a study is completed by the Company and any limitation is known, no amounts are being presented as an uncertain tax position. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2022 and 2021. Management reevaluates the positive and negative evidence at each reporting period. The Company generated research credits for the tax years ending after December 31, 2013 but has not conducted a study to document qualified activities. This study may result in an adjustment to the Company's research and development carryforwards; however, until a study is completed, and any adjustment is known, no amounts are being presented as an unrecognized tax benefit for the year ended December 31, 2022. 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 credit carryforward and the valuation allowance. For the years ended December 31, 2022 and 2021, the valuation allowance increased primarily due to increases in NOL carryforwards and research and development tax credit carryforwards as well as the increase in stock compensation awards partially offset by a decrease in deferred revenue and was as follows (in thousands): YEAR ENDED 2022 2021 Valuation allowance at beginning of year $ ( 62,671 ) $ ( 41,894 ) Increases recorded to income tax provision ( 21,555 ) ( 20,777 ) Valuation allowance at end of year $ ( 84,226 ) $ ( 62,671 ) As of December 31, 2022 and 2021 , the Company had no t recorded any amounts for unrecognized tax benefits. Interest and penalties related to income taxes are recorded as a component of the income tax provision in the consolidated statements of operations and comprehensive loss. As of December 31, 2022 and 2021 , the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the consolidated statements of operations and comprehensive loss. The Company files income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The Company is open to future tax examination under statute from 2018 to the present; however, carryforward attributes that were generated prior to 2019 may still be adjusted upon examination by federal, state or local tax authorities if they either have been or will be used in a future period. The Company has not received any notice of examination in any jurisdictions for any tax year open under statute. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Leases The Company’s commitments under its leases are described in Note 10. License and Supply Agreements License Agreement with Massachusetts Institute of Technology In December 2015, the Company entered into an exclusive patent license agreement with the Massachusetts Institute of Technology (“MIT”) (the “MIT Agreement”). The MIT Agreement replaced a May 2013 exclusive agreement with MIT. Under the MIT Agreement, the Company received an exclusive license under the licensed patent rights to develop, manufacture and commercialize any products related to certain intracellular delivery methods that were developed at MIT. Under the MIT Agreement, the Company also has the right to grant sublicenses of its rights during an exclusivity period that commences on the effective date of the MIT Agreement and expires on the date upon which all issued patents under the agreement have expired and all filed patent applications for the defined patent rights have been abandoned. Such sublicenses may extend past the expiration date of the exclusivity period; however, the exclusivity of such sublicenses expires at the end of the exclusivity period. During the exclusivity period, MIT may not grant any other license in the Company’s field of use under the licensed patent rights in the MIT Agreement, except that MIT may grant licenses under the agreement to specified parties. The Company is obligated to use diligent efforts to develop licensed products or licensed processes, to hire a specified number of employees to support the development effort to bring the licensed product or licensed process to commercialization, and to expend a minimum amount in the low single-digit millions annually that must be spent in support of this effort for the term of the MIT Agreement. There are also terms included in the MIT Agreement that require the Company to (i) reach certain thresholds of sublicense income within five years from the date of the amended effective date of the agreement or (ii) expend a minimum amount in the mid single-digit millions within five years on at least one fully funded project towards the development of a licensed product or licensed process. If the Company fails to meet these requirements, MIT may treat such failure as a material breach. Under the MIT Agreement, the Company is obligated to pay nonrefundable annual license maintenance fees of less than $ 0.1 million, which may be credited against royalties subsequently due on net sales of licensed products earned in the same calendar year, if any. In addition, the Company is obligated to make aggregate milestone payments to MIT of up to $ 1.8 million upon the achievement of specified milestones with respect to each licensed product, consisting of up to $ 0.8 million of development milestone payments and up to $ 1.0 million of regulatory milestone payments. The Company is also obligated to pay royalties of a low single-digit percentage to MIT based on (i) the Company’s, and any of its affiliates’ and sublicensees’, net sales of licensed products in the research field and (ii) the Company’s, and any of its affiliates’, net sales of licensed products in the therapeutic field. With respect to licensed products or licensed processes leased or sold by a sublicensee, the Company is required to pay MIT royalties equal to the lesser of a low single-digit percentage of each sublicensees’ net sales or a mid double-digit percentage of any royalty owed to the Company under a relevant sublicense agreement. The Company is also required to pay MIT a mid-teens percentage of any other sublicense income that the Company receives from sublicensees. The Company is also responsible for all costs related to the amendment, prosecution and maintenance of the licensed patent rights. The license granted by MIT to the Company is an exclusive license for the period from the effective date of the MIT Agreement through the date upon which all issued patents under the agreement have expired and all filed patent applications for the defined patent rights have been abandoned. MIT has the right to terminate the agreement if the Company fails to pay amounts when due or otherwise materially breaches the agreement and fails to cure such nonpayment or breach within specified cure periods or in the event the Company ceases to carry on its business related to the agreement. In the event of a termination due to the Company’s breach caused by a failure to meet its diligence requirements for a specified field, but where the Company has fulfilled its obligations with respect to a different specified field, MIT may not terminate the agreement with respect to the different specified field. MIT may immediately terminate the agreement if the Company or any of its affiliates brings specified patent challenges against MIT or assists others in bringing a patent challenge against MIT. The Company has the right to terminate the agreement for its convenience at any time on six months’ prior written notice to MIT and payment of all amounts due to MIT through the date of termination. As of December 31, 2022 and 2021, the Company had no liabilities for amounts owed to MIT under the sublicense terms of the MIT Agreement. During both the years ended December 31, 2022 and 2021, the Company recognized less than $ 0.1 million in research and development expense under the sublicense terms of the agreement. License Agreement with Erytech In June 2019, the Company entered into a license agreement with Erytech Pharma S.A. (“Erytech”), a French biopharmaceutical company developing therapies for severe forms of cancer and orphan diseases. Under the agreement, the Company received an exclusive worldwide license to develop red blood cell-based antigen-specific immune modulating therapies and has the right to grant sublicenses of its rights. Under the agreement, the Company paid an upfront fee of $ 1.0 million and is obligated to make aggregate milestone payments of up to $ 6.0 million upon the achievement of specified milestones, consisting of up to $ 1.0 million of development milestone payments and up to $ 5.0 million of regulatory milestone payments, for the first licensed product to achieve the specified milestones and payments of up to $ 50.0 million upon the achievement of specified sales milestones for all licensed products successfully developed under this agreement for each indication. In addition, the Company is obligated to pay tiered royalties ranging in the low single-digit percentages of annual net sales for each licensed product or licensed indication sold by the Company or its affiliates. Royalties will be paid by the Company on a licensed product-by-licensed product, indication-by-indication and country-by-country basis beginning on the first commercial sale of such licensed product for such indication in such country until expiration of the last valid patent claim covering such licensed product in such country. With respect to licensed products sublicensed to third parties, the Company is required to pay a low single-digits to low double-digits percentage of any sublicense income that it receives from sublicensees. The Company is also responsible for all costs related to the amendment, prosecution and maintenance of the licensed patent rights. The Company has the right to terminate the agreement, in whole or on a country-by-country basis, upon 60 days ’ notice to Erytech. In 2019, the Company paid the upfront fee of $ 1.0 million and recorded this amount as a research and development expense in its consolidated statement of operations and comprehensive loss. As of December 31, 2022 and 2021, the Company had not made any additional payments and had not accrued for any contingent payments as there were no development, regulatory or sales milestones that were probable of being achieved. Manufacturing Services Agreements During the years ended December 31, 2021 and 2020, the Company entered into agreements with a contract manufacturing organization to provide manufacturing services related to its product candidates as it began to prepare for future clinical trials. The Company had non-cancelable lease commitments representing one year of lease payments as of December 31, 2022 related to these agreements. These payments are included within the minimum lease payments for fiscal year 2022 in Note 10. 401(k) Plan The Company sponsors a 401(k) defined contribution benefit plan (the “401(k) Plan”), which covers all employees who meet certain eligibility requirements as defined in the 401(k) Plan and allows participants to defer a portion of their annual compensation on a pre-tax basis. Contributions to the 401(k) Plan may be made at the discretion of management. For the years ended December 31, 2022 and 2021 , the Company contributed $ 0.6 million and $ 0.4 million, respectively to the 401(k) Plan. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to its vendors, lessors, contract research organizations, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims. Legal Proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 10. Leases As of December 31, 2022 and 2021, the Company leased its office and laboratory facilities under a non-cancelable operating lease entered into in December 2018, which includes lease incentives, payment escalations and rent holidays. The Company had not entered into any financing leases or any material short-term operating leases as of December 31, 2022 and 2021. 2018 Lease In December 2018, the Company entered into a lease for office and laboratory space in Watertown, Massachusetts (the “2018 Lease”). The 2018 Lease term commenced in December 2019 and expires in November 2029 . Under the 2018 Lease, the Company has one five-year option to extend the term of the lease. The initial annual base rent was $ 3.8 million upon entering into the lease, with such base rent increasing during the initial term by 3 % annually on the anniversary of the commencement date. The Company is obligated to pay its portion of real estate taxes and costs related to the premises, including costs of operations, maintenance, repair, replacement and management of the new leased premises. In connection with the lease, the Company maintains a letter of credit for the benefit of the landlord in the amount of $ 2.3 million, for which the Company is required to maintain a separate cash balance of the same amount. The 2018 Lease Agreement includes a landlord-provided tenant improvement allowance of $ 9.8 million that was applied to the costs of the construction of leasehold improvements. In connection with the Restructuring (see Note 13), the Company completed an evaluation of the impact of the Restructuring on the carrying value of its long-lived assets, including operating lease assets. This process included evaluating the estimated remaining lives, significant changes in the use, and potential impairment charges related to its long-lived assets. Based on its evaluation, the Company determined other long-lived assets, including operating lease assets were not impaired as of December 31, 2022, and it did no t recognize any impairment charges related to those long-lived assets for the year ended December 31, 2022. The Company’s headquarters facility is actively being marketed for sublease. Embedded Lease The Company evaluated its vendor contracts to identify embedded leases, if any, and noted that an agreement entered into in April 2019 with a contract manufacturing supplier constituted a lease under ASC 842 because the Company has the right to substantially all of the economic benefits from the use of the asset and can direct the use of the asset. The embedded lease commenced in September 2019 and initially expired 24 months from the commencement date, with no stated option to extend the term. Upon the commencement date, the Company recorded right-of-use assets and operating lease liabilities in equal amounts of $ 14.7 million in connection with this embedded lease. At various times in 2020 and 2021, the Company amended the terms of its agreement with the contract manufacturing supplier to allow for an increase in manufacturing runs, and to extend the term of the arrangement resulting in in an increase in the right-of-use asset and lease liability. On November 1, 2022, as part of a transition to a more cost-effective manufacturing format, the Company provided notice to terminate the relevant statements of work under its agreement with the contract manufacturing supplier. The agreement required a nine-month prior written notice of termination, which results in an estimated termination date of July 31, 2023. As a result of the termination, the Company reduced its remaining lease payments by approximately $ 36.7 million. The termination was accounted for as a lease modification in the three months ending December 31, 2022 and reduced the right of use asset and lease liability by approximately $ 32.3 million. Lease agreement The Company’s 2018 lease agreement has a term of ten years . As noted above, the 2018 Lease includes an option to extend the lease for up to five years . This option would only be included in the determination of the amount of the lease liability when it is reasonably certain that the option will be exercised. When determining if a renewal option is reasonably certain of being exercised, the Company considers several economic factors, including, but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, underlying contractual obligations or specifics unique to that particular lease that would make it reasonably certain that the Company would exercise such option. Renewal and termination options were not included in the lease term for the Company’s new and existing operating leases as these options were not reasonably certain of being exercised. Right-of-use assets under operating leases at December 31, 2022 and 2021 totaled $ 27.4 million and $ 69.8 million, respectively. The leases do not include any restrictions or covenants that had to be accounted for under the lease guidance. Future minimum lease payments for operating leases with initial or remaining terms in excess of one year at December 31, 2022 were as follows (in thousands): YEAR ENDING DECEMBER 31, 2023 $ 8,663 2024 4,297 2025 4,426 2026 4,559 2027 4,696 Thereafter 9,393 Total lease payments 36,034 Less: Imputed interest ( 8,563 ) Total operating lease liabilities $ 27,471 Lease Portfolio The components of lease cost and supplemental information for the Company’s lease portfolio were as follows (in thousands, except term and discount rate amounts): YEAR ENDED 2022 2021 Lease cost: Operating lease cost $ 14,295 $ 13,725 Variable lease cost 1,878 1,963 $ 16,173 $ 15,688 DECEMBER 31, 2022 2021 Weighted-average remaining lease term (in years) 6.1 6.2 Weighted-average discount rate% 8.8 % 7.6 % Supplemental cash flow information related to the Company’s operating leases was as follows (in thousands): YEAR ENDED 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 14,591 $ 12,611 |
License and Collaboration Agree
License and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
License and Collaboration Agreements | 11. License and Collaboration Agreements 2017 License and Collaboration Agreement with Roche In April 2017, the Company entered into a second license and collaboration agreement with Roche (the “2017 Roche Agreement”) to allow Roche to use the Company’s Cell Squeeze technology to enable gene editing of immune cells to discover new targets in cancer immunotherapy. The 2017 Roche Agreement included several licenses granted by Roche to the Company and by the Company to Roche in order to conduct a specified research program in accordance with a specified research plan. In early 2022, the Company received notice that the 2017 Roche Agreement was terminated and all active work streams under the 2017 Roche Agreement were concluded, and as of December 31, 2021, the Company concluded that it expected to incur no additional costs to satisfy the remaining performance obligations under the 2017 Roche Agreement and the Company recognized revenue of $ 1.2 million under the 2017 Roche Agreement. There was no remaining deferred revenue under the 2017 Roche Agreement as of December 31, 2021. 2018 License and Collaboration Agreement with Roche In October 2018, the Company entered into a third license and collaboration agreement with Roche (the “2018 Roche Agreement”) to jointly develop certain products based on mononuclear antigen presenting cells (“APCs”), including human papilloma virus (“HPV”), using the SQZ APC platform for the treatment of oncology indications. The Company granted Roche a non-exclusive license to its intellectual property, and Roche granted the Company a non-exclusive license to its and its affiliates’ intellectual property for the purpose of performing research activities. In connection with this agreement, the parties terminated the 2015 Roche Agreement described above. The 2018 Roche Agreement has a term that extends until all royalty, profit-share and other payment obligations expire or have been satisfied. Roche has the right to terminate the 2018 Roche Agreement, in whole or on a product-by-product basis, upon a specified amount of notice to the Company. The Company or Roche may terminate the agreement if the other party fails to cure its material breach within a specified period after receiving notice of such breach. Under the 2018 Roche Agreement, Roche was granted option rights to obtain an exclusive license to develop APC products or products derived from the collaboration programs on a product-by-product basis. These option rights are exercisable upon the achievement of clinical Phase 1 proof of concept and expire, if unexercised, as of a date specified in the agreement. In addition, Roche was granted an option right to obtain an exclusive license to develop a Tumor Cell Lysate (“TCL”) product. This option right is exercisable upon the achievement of clinical proof of concept and expires, if unexercised, as of a date specified in the agreement. For each of the APC products and TCL product, once Roche exercises its option and pays a specified incremental amount ranging from $ 15.0 million to $ 50.0 million for APC products and of $ 100.0 million for the TCL product, Roche will receive worldwide, exclusive commercialization rights for the licensed products, subject to the Company’s alternating option to retain U.S. APC commercialization rights. The Company will retain worldwide commercialization rights to any APC products or the TCL product for which Roche elects not to exercise its applicable option. For the first APC product that Roche exercises its option, Roche will receive worldwide, exclusive commercialization rights for the licensed product. On a product-by-product basis for the APC products, after the first product option is exercised by Roche and for every other product for which Roche exercises its option, the Company will retain an option to obtain the exclusive commercialization rights in the United States. Upon exercise of the TCL option by Roche, (i) the Company will be entitled to receive the aforementioned milestone payment of $ 100.0 million and (ii) profits from the TCL product will be shared equally by the Company and Roche. Through December 31, 2022 and 2021 Roche had not exercised any of its options under the 2018 Roche Agreement. Under the 2018 Roche Agreement, the Company received an upfront payment of $ 45.0 million and is eligible to receive (i) reimbursement of a mid double-digit percentage of its development costs; (ii) aggregate milestone payments on a product-by-product basis of up to $ 1.6 billion upon the achievement of specified milestones, consisting of up to $ 217.0 million of development milestone payments, up to $ 240.0 million of regulatory milestone payments and up to $ 1.2 billion of sales milestone payments; and (iii) tiered royalties on annual net sales of APC and TCL products licensed under the agreement, as described below. The Company received the upfront payment of $ 45.0 million in October 2018 upon execution of the agreement. In addition, during the second quarter of 2019, the Company received a payment of $ 10.0 million following the achievement of the first development milestone under the 2018 Roche Agreement related to submission by the Company of preclinical data to the U.S. Food and Drug Administration (“FDA”), and during the first quarter of 2020, the Company received a payment of $ 20.0 million following the achievement of the second development milestone under the 2018 Roche Agreement related to first-patient dosing in a Phase 1 clinical trial. Roche will pay tiered royalties based on annual net sales of APC and TCL products. If Roche exercises its option to obtain a license to commercialize an APC product, Roche will pay the Company tiered royalties on annual net sales of that licensed product at rates ranging from a mid single-digit percentage to a mid-teens percentage, depending on net sales of the product. If the Company exercises its option to obtain a license to develop an APC product in the United States, it will pay Roche tiered royalties on annual net sales of that licensed product at rates ranging from a mid single-digit percentage to a mid-teens percentage, depending on net sales of the product in the United States. For APC products selected by Roche, rather than mutually, Roche will pay the Company royalties on annual net sales of that licensed product at rates ranging from a mid single-digit percentage to a high single-digit percentage, depending on net sales of the product. For APC products that are selected mutually and for which the Company has not exercised its option to commercialize the product in the United States, Roche will pay the Company tiered royalties on annual net sales of that licensed product at a rate ranging from a high single-digit percentage to a mid-teens percentage, depending on net sales of the product. For TCL products, Roche will pay the Company tiered royalties on the aggregate net sales of all TCL products at rates ranging from either a mid-single digit percentage to a percentage in the low twenties, with the caveat that the rates for sales in the United States may instead range from a low-teens percentage to a percentage in the mid twenties, depending on whether and when the Company opts out of sharing certain profits and costs of commercializing the TCL product in the United States with Roche. The Company assessed its accounting for the 2018 Roche Agreement in accordance with ASC 606 and concluded that Roche is a customer prior to the exercise of any of its options under the agreement. The Company also identified the following promises under the 2018 Roche Agreement: (i) a non-exclusive license granted to Roche to use the Company’s intellectual property and collaboration compounds to conduct research activities related to the research plans under the 2018 Roche Agreement; (ii) specified research and development services related to HPV through Phase 1 clinical trials under a specified research plan; (iii) manufacturing of the Company’s SQZ APC platform and equipment in order to support the HPV research plan; (iv) specified research and development services on next-generation APCs under a research plan; (v) specified research and development services on TCL under a research plan; and (vi) participation on a joint steering committee (“JSC”). The Company concluded that, in the case of each performance obligation, the license to its intellectual property was not distinct as a result of Roche being unable to benefit from the license on its own or with other resources reasonably available in the marketplace because the license to its intellectual property requires significant specialized capabilities in order to be further developed. The Company concluded that the license to its intellectual property, research and development activities related to HPV, and manufacturing of the Company’s SQZ APC platform and equipment related to HPV were not distinct from each other because the research and manufacturing activities together customize and significantly modify the underlying technology. As such, the Company determined that each of these related promises under the agreement was not distinct from the others in this group and should be combined into a single performance obligation. The Company also concluded that the license to its intellectual property and the research and development activities on next-generation APCs were not distinct from each other because the research and development activities customize and significantly modify the underlying technology. As such, the Company determined that these related promises should be combined into a single performance obligation. Further, the Company concluded that the license to its intellectual property and the research and development activities on TCL were not distinct from each other because the research and development activities customize and significantly modify the underlying technology. As such, the Company determined that these related promises should be combined into a single performance obligation. The Company concluded that the three performance obligations were distinct from each other as they are separate programs and are unrelated. In addition, the Company determined that the impact of participation on the JSC was insignificant and had an immaterial impact on the accounting model. Finally, the Company evaluated the option rights for licenses to develop, manufacture and commercialize the collaboration targets to determine whether these options provide Roche with any material rights for accounting purposes. The Company concluded that the option exercise prices were not below respective standalone selling prices, and, therefore, the options were marketing offers that do not provide material rights under ASC 606. Accordingly, the options were excluded as performance obligations at the outset of the 2018 Roche Agreement and will be accounted for as separate accounting contracts if and when each option exercise occurs. Based on these assessments, the Company identified three performance obligations at the outset of the 2018 Roche Agreement: (1) the license to the Company’s intellectual property, the research and development activities related to HPV through Phase 1 clinical trials under a specified research plan, and the manufacturing of the Company’s SQZ APC platform and equipment in order to support the HPV research plan (the “first performance obligation”); (2) the license to the Company’s intellectual property and the research and development activities on next-generation APCs (the “second performance obligation”); and (3) the license to the Company’s intellectual property and the research and development activities on TCL (the “third performance obligation”). During the fourth quarter of 2019, the Company evaluated its overall program priorities and determined that in 2020 it would continue to focus its resources on progressing the specified APC programs related to the 2018 Roche Agreement as well as its Activating Antigen Carriers (“AAC”) and Tolerizing Antigen Carriers (“TAC”) platforms. As a result of its continuing focus on these specific programs, the Company reduced the level of priority of the TCL research activities under the 2018 Roche Agreement and expects to perform such TCL research activities over a longer time period than as originally expected under the specified research plan of the agreement. Since the fourth quarter of 2019, the Company had classified $ 9.2 million as non-current deferred revenue in its consolidated balance sheet which will remain unrecognized as revenue until TCL research activities resume or the 2018 Roche Agreement is modified by the Company and Roche. In the fourth quarter of 2022, the Company determined that based on its internal plans which did not include work on TCL since 2019, and which do not anticipate performing work on TCL in the future prior to the expiration of the option right, as well as Roche's concurrence that no work was performed or expected to be performed in 2023, that it could recognize the remaining deferred revenue of $ 9.2 million. Accordingly, as of December 31, 2022, there was no deferred revenue associated with the TCL performance obligation. The Company separately recognizes revenue associated with its performance obligations as the research, development and manufacturing services are provided using an input method, based on the cumulative costs incurred compared to the total estimated costs expected to be incurred to satisfy each performance obligation. The transfer of control to the customer occurs over the time period that the research and development services are to be provided by the Company, and this cost-to-cost method is, in management’s judgment, the best measure of progress towards satisfying each performance obligation. The amounts received that have not yet been recognized as revenue are deferred as a contract liability in the Company’s consolidated balance sheet and will be recognized over the remaining research and development period until each performance obligation is satisfied. During the year ended December 31, 2022 , there were no changes in the total estimated costs expected to be incurred to satisfy the performance obligations under the 2018 Roche Agreement. During the year ended December 31, 2021 , the total estimated costs expected to be incurred to satisfy the performance obligations decreased by $ 7.3 million. In the fourth quarter of 2021, the Company became entitled to receive a milestone payment of $ 3.0 million upon (i) the recommendation by an independent panel that we could advance our SQZ-PBMC-HPV clinical trial to combination therapy to checkpoint initiators and (ii) the initiation of that therapy. The Company achieved both requirements in the fourth quarter of 2021 and therefore included the $ 3.0 million milestone payment in its estimate of the transaction price for the 2018 Roche Agreement. As a result, the Company recorded a cumulative catch-up adjustment to collaboration revenue of $ 2.5 million during the year ended December 31, 2021. The Company recognized revenue of $ 21.0 million and $ 25.8 million during the years ended December 31, 2022 and 2021 , respectively, under the 2018 Roche Agreement. Of the $ 21.0 million of revenue recognized during the year ended December 31, 2022, $ 9.2 million was related to the third performance obligation (TCL) and $ 11.8 million was related to the first performance obligation. As of December 31, 2022 and 2021 , the Company recorded as a contract liability deferred revenue related to the 2018 Roche Agreement of $ 0.2 million and $ 21.2 million, respectively, of which $ 0.2 million an d $ 12.0 million, respectively, were current liabilities. As of December 31, 2022, the research and development services related to the remaining performance obligation was expected to be performed over remaining period of three to six months. Contract Liability The changes in the total contract liability (deferred revenue) balances related to the Company’s license and collaboration agreements with Roche were as follows (in thousands): YEAR ENDED 2022 2021 Balance at beginning of period $ 21,203 $ 45,201 Deferral of revenue — 3,100 Recognition of deferred revenue ( 21,029 ) ( 27,098 ) Balance at end of period $ 174 $ 21,203 During the years ended December 31, 2022 and 2021, the Company recognized revenue of $ 21.0 million and $ 24.5 million, respectively, related to deferred revenue that was recorded as a contract liability at the beginning of each respective year. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 12. Net Loss per Share Net Loss per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): YEAR ENDED 2022 2021 Numerator: Net loss $ ( 79,464 ) $ ( 68,741 ) Denominator: Weighted-average common shares outstanding, basic and diluted 28,812,904 27,578,844 Net loss per share, basic and diluted $ ( 2.76 ) $ ( 2.49 ) The Company’s potential dilutive securities, which consist of common stock options have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: YEAR ENDED 2022 2021 Stock options to purchase common stock 5,358,310 4,339,523 5,358,310 4,339,523 |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 13. Restructuring On November 30, 2022, the Company’s Board of Directors approved a restructuring plan and strategic prioritization (the “Restructuring”) of its clinical portfolio to concentrate on the development of its second-generation enhanced Antigen Presenting cells (eAPC) cell therapy program. In connection with the Restructuring, the Company paused clinical programs, terminated operations in its Hong Kong and China subsidiaries and the Board of Directors approved a workforce reduction of approximately 60 %, including research and development and general and administrative support functions in the United States and China. In connection with the prioritization decision, the Company’s Chief Executive Officer stepped down from his roles as CEO and member of the Board of Directors. The following table summarizes the activity for accrued restructuring costs for the year ended December 31, 2022 (in thousands): Employee Related Costs Facility Related Costs Total Balance as of December 31, 2021 $ — $ — $ — Expenses incurred 4,459 400 4,859 Payments ( 895 ) — ( 895 ) Non-cash charges ( 402 ) ( 400 ) ( 802 ) Balance as of December 31, 2022 $ 3,162 $ — $ 3,162 During the year ended December 31, 2022, the Company recorded $ 4.9 million of restructuring charges. Employee-related costs of $ 4.5 million primarily relate to salary continuance and one-time termination benefits to the affected employees, including severance and healthcare benefits, including non-cash charges of $ 0.4 million from the modification of stock options. Facility related costs of $ 0.4 million relate to accelerated depreciation on laboratory equipment that is no longer required and will be disposed of. In addition to accelerating the depreciation expense of certain laboratory equipment, the Company also completed an evaluation of the impact of the Restructuring on the carrying value of its other long-lived assets, such as operating lease assets. This process includes evaluating the estimated remaining lives, significant changes in the use, and potential impairment charges related to its long-lived assets. Based on its evaluation, the Company determined other long-lived assets were not impaired as of December 31, 2022, and it did not recognize any impairment charges related to those long-lived assets for the year ended December 31, 2022. The Company’s headquarters facility is actively being marketed for sublease. The accrued restructuring liability of $ 3.2 million is payable within the next twelve months and has been included as accrued restructuring costs in current liabilities in the consolidated balance sheet. The remaining accrued restructuring charges are subject to assumptions, and actual amounts may differ. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the Restructuring. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On March 10, 2023, SVB, one of the Company's financial institutions, was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. At the time of closing, the Company had substantially all of its cash and cash equivalents at SVB or managed by SVB at a separate institution, and all of its restricted cash of $ 2.3 million supporting one outstanding letter of credit at SVB. Based upon the announcement on March 12, 2023, from the U.S. Department of the Treasury, the U.S. Federal Reserve and the FDIC, the Company expects to have access to all of its deposits at SVB and the separate institution. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses, the valuation of common stock and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results may differ from those estimates or assumptions. |
Concentrations of Credit Risk and of Significant Suppliers | Concentrations of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable and cash and cash equivalents. The Company’s cash and cash equivalents and restricted cash are maintained in bank deposit accounts and money market funds that regularly exceed federally insured limits. The Company is exposed to credit risk on its cash, cash equivalents and restricted cash in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). As of December 31, 2021, all of the Company’s accounts receivable were related to its collaboration agreements with Roche (see Note 11). The Company relies, and expects to continue to rely, on a small number of vendors to manufacture supplies and to process its product candidates for its development programs. These programs could be adversely affected by a significant interruption in the manufacturing process or supply chain. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments in marketable securities with original maturities of three months or fewer at the date of purchase to be cash equivalents. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds from the offering in stockholder’s equity as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the statements of operations and comprehensive loss. Deferred offering costs as of December 31, 2021 were expenses directly related to the Form S-3 filed with the SEC on November 12, 2021 and declared effective on November 18, 2021 (the "Shelf Registration"). These costs consist of legal, accounting, printing and filing fees that the Company has capitalized, including fees incurred by the independent registered public accounting firm directly related to the Shelf Registration. Deferred costs associated with the Shelf Registration are reclassified to additional paid in capital on a pro-rata basis when the Company completes offerings under the Shelf Registration, with any remaining deferred offering costs to be charged to the results of operations if the planned offering is abandoned, or at the end of the three-year life of the Shelf Registration. The Company had $ 0 and $ 0.3 million of deferred offering costs as of December 31, 2022 and 2021 , respectively. |
Accounts Receivable Allowance | Accounts Receivable Allowance Accounts receivable are presented net of an allowance for doubtful accounts, which is an estimate of amounts that may not be collectible. The Company performs ongoing evaluations of its accounts receivable and, if necessary, provides an allowance for doubtful accounts and expected losses. The Company writes off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues collection of the receivable. As of December 31, 2022 and 2021 , the Company had no allowance for doubtful accounts. During the years ended December 31, 2022 and 2021 the Company did no t record any provisions for doubtful accounts and did no t write off any accounts receivable balances. |
Restricted Cash | Restricted Cash As of December 31, 2022 and 2021 , the Company maintained letters of credit totaling $ 2.3 million for the benefit of the landlord of its leased properties. The Company was required to maintain separate cash balances of $ 2.3 million to secure the letters of credit. The Company classified these separate cash balances of $ 2.3 million as restricted cash (non-current) in the consolidated balance sheets as of December 31, 2022 and 2021 based on the release dates of the restrictions on this cash. As of December 31, 2022 and 2021, the cash, cash equivalents and restricted cash of $ 66.0 million and $ 145.8 million, respectively, presented in the consolidated statements of cash flows included cash and cash equivalents of $ 63.7 million and $ 143.5 million, respectively, and restricted cash of $ 2.3 million for each of the years ended December 31, 2022 and 2021 . |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: ESTIMATED USEFUL LIFE Machinery and equipment 3 to 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of term of lease or 7 years Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated in accordance with the above guidelines once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. The Company continually evaluates long-lived assets for potential impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares the carrying values of the asset group to the expected future undiscounted cash flows that the asset group is expected to generate from the use and eventual disposition of the long-lived asset group. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. If such asset group is considered to be impaired, the impairment loss to be recognized would be based on the excess of the carrying value of the impaired asset group over its fair value. The Company did no t recognize any impairment losses on long-lived assets during the years ended December 31, 2022 and 2021 . |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The fair value of the Company’s cash equivalents are determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts receivable, unbilled receivables, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. |
Leases | Leases The Company accounts for leases under Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”). The Company has operating leases for office space as well as a contract for manufacturing under which the Company has a dedicated suite. The Company may enter into similar arrangements in the future. Under ASC 842, the Company determines whether such arrangements contain a lease at the inception of a contract by assessing whether there is an identified asset and whether a contract conveys the right to control the use of the identified asset in exchange for consideration and the right to obtain the economic benefits from the use of the identified asset. Upon commencement of an identified lease, the Company records a right-of-use asset, which represents the Company’s right to use the underlying asset for the lease term, and records a lease liability, which represents the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at commencement date of the lease based on the present value of the future minimum lease payments over the lease term. Lease payments are discounted at the lease commencement date using the rate implicit in the lease, unless that rate is not readily determinable. As most of the Company’s leases do not provide an implicit rate, the Company determines an incremental borrowing rate, which represents an internally estimated rate that would be incurred by the Company to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment, based on the information available at the commencement date of each lease in determining the present value of the future minimum lease payments. The determination of the incremental borrowing rate is a significant management judgment, which is based on an analysis that includes the credit rating of the Company, geographical risk, and U.S. Treasury and corporate bond yields. After lease commencement and the establishment of a right-of-use asset and operating lease liability, lease expense is recorded on a straight-line basis over the lease term. As permitted by ASC 842, leases with an initial term of 12 months or fewer are not recorded in the consolidated balance sheets. The Company often enters into contracts that contain both lease and non-lease components. Non-lease components include real estate taxes, insurance, maintenance, utilities and other operating costs. The Company combines the lease and non-lease components of fixed costs in its lease arrangements as a single component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities, but rather are expensed when the event determining the amount of variable consideration to be paid occurs. The Company’s lease terms often include renewal options. The amounts determined for the Company’s right-of-use assets and lease liabilities generally do not assume that any renewal options or any early-termination provisions, if any, are exercised, unless it is reasonably certain that the Company will exercise such options. |
Segment Information | Segment Information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company is developing methods of engineering cell function and therapies for the treatment of patients across a range of indications. The Company has determined that its chief operating decision maker is its Chief Executive Officer. The Company’s chief operating decision maker reviews the Company’s financial information on a consolidated basis for purposes of allocating resources and assessing financial performance. All of the Company’s tangible assets are held in the United States, and all of the Company’s collaboration revenue is derived from its collaboration partner headquartered in Switzerland. |
Revenue Recognition for License and Collaboration Arrangements | Revenue Recognition for License and Collaboration Arrangements Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines which goods or services are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when, or as, that performance obligation is satisfied. The Company enters into licensing arrangements that are within the scope of ASC 606, under which it may exclusively license to third parties rights to research, develop, manufacture and commercialize its product candidates. The terms of these arrangements typically include payment to the Company of one or more of the following: nonrefundable, upfront license fees; reimbursement of certain costs; customer option exercise fees; development, regulatory and sales milestone payments; and royalties on net sales of licensed products. The payment terms under the Company’s existing licensing arrangements are 60 days. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its arrangements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the assessment of the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as, the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must use significant judgment to determine: (a) the performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above; and (c) the standalone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. The Company also uses judgment to determine whether milestone payments or other variable consideration, except for royalties and sales-based milestones, should be included in the transaction price, as described below. The transaction price is allocated to each performance obligation based on the relative standalone selling price of each performance obligation in the contract, and the Company recognizes revenue based on those amounts when, or as, the performance obligations under the contract are satisfied. The standalone selling price is the price at which an entity would sell a promised good or service separately to a customer. Management estimates the standalone selling price of each of the identified performance obligations in the Company’s customer contracts, maximizing the use of observable inputs. Because the Company has not sold the same goods or services in its contracts separately to any customers on a standalone basis and there are no similar observable transactions in the marketplace, the Company estimates the standalone selling price of each performance obligation in its customer arrangements based on its estimate of costs to be incurred to fulfil its obligations associated with the performance, plus a reasonable margin. The Company has determined that its only contract liability under ASC 606 is deferred revenue. Amounts received prior to revenue recognition are recorded as deferred revenue in the consolidated balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion, in the consolidated balance sheets. Exclusive Licenses If the license to the Company’s intellectual property is determined to be distinct from the other promises or performance obligations identified in the arrangement, the Company recognizes revenue from nonrefundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. In assessing whether a promise or performance obligation is distinct from the other promises, the Company considers factors such as the research, development, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. In addition, the Company considers whether the collaboration partner can benefit from a promise for its intended purpose without the receipt of the remaining promises, whether the value of the promise is dependent on the unsatisfied promises, whether there are other vendors that could provide the remaining promises, and whether it is separately identifiable from the remaining promises. For licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of progress and related revenue recognition. The measure of progress, and the resulting periods over which revenue should be recognized, are subject to estimates by management and may change over the course of the research, development and licensing arrangement. Such a change could have a material impact on the amount of revenue the Company records in future periods. Under the Company’s existing license and collaboration agreements, the Company has concluded that the transfer of control to the customer occurs over the time period that the research and development services are to be provided by the Company, and this cost-to-cost method is, in management’s judgment, the best measure of progress towards satisfying the performance obligation. Research and Development Services The promises under the Company’s license and collaboration arrangements often include research and development services to be performed by the Company on behalf of the partner. Payments or reimbursements resulting from the Company’s research and development efforts are estimated at the outset of the arrangement and considered part of the transaction price that is subsequently recognized as revenue because the Company is the principal in the arrangement for such efforts. Customer Options If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the Company evaluates the customer options to determine if they are material rights at the outset of each arrangement. Options to acquire additional goods or services for free or at a discount are deemed to be material rights. If the goods and services underlying the customer options are not determined to be material rights, these customer options are not considered to be performance obligations in the arrangement because they are contingent upon exercise of the option. If the customer options are determined to be a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the relative standalone selling price, which is determined based on the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised. Milestone Payments At the inception of each arrangement that includes potential research, development or regulatory milestone payments, the Company evaluates whether the milestones are considered likely to be met and estimates the amount to be considered for inclusion in the transaction price using the most-likely-amount method. If it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur, the associated milestone payment value is included in the transaction price. For milestone payments due upon events that are not within the control of the Company or the licensee, such as regulatory approvals, the Company is not able to assert that it is likely that the regulatory approval will be granted and that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur until those approvals are received. In making this assessment, the Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the particular milestone. There is considerable judgment involved in determining whether it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price of the arrangement. Any such adjustments are recorded on a cumulative catch-up basis, which would affect the amounts of revenue and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments due upon first commercial sales or based on a level of sales, that are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) the occurrence of the related sales or (ii) the date upon which the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. To date, the Company has not recognized any royalty revenue from any of its licensing arrangements. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock-based compensation, employee benefits, facilities costs, laboratory supplies, depreciation, manufacturing expenses and external costs of vendors engaged to conduct preclinical development activities and clinical trials, as well as the costs of licensing technology and costs related to collaboration arrangements. Upfront payments under license agreements are expensed upon receipt of the license, and annual maintenance fees under license agreements are expensed in the period in which they are incurred. Milestone payments under license agreements are accrued, with a corresponding expense being recognized, in the period in which the milestone is determined to be probable of achievement and the related amount is reasonably estimable. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed, or when it is no longer expected that the goods will be delivered or the services rendered. |
Research and Manufacturing Contract Costs and Accruals | Research and Manufacturing Contract Costs and Accruals The Company has entered into various research, development and manufacturing contracts with research institutions and other companies in the United States. These agreements are generally cancelable, and related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research, development and manufacturing costs. When billing terms under these contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of outstanding obligations to those third parties as of period end. Any accrual estimates are based on a number of factors, including the Company’s knowledge of the progress towards completion of the research, development and manufacturing activities, invoicing to date under the contracts, communication from the research institutions and other companies of any actual costs incurred during the period that have not yet been invoiced and the costs included in the contracts. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the estimates made by the Company. The historical accrual estimates made by the Company have not been materially different from the actual costs. |
Restructuring Charges | Restructuring Charges Restructuring charges include costs directly associated with exit or disposal activities. Such costs may include employee salary continuance, severance, termination benefits, contract termination fees and penalties, and other exit or disposal costs. In general, the Company records involuntary employee-related exit and disposal costs when management has the authority to commit to a restructuring plan, there is a substantive plan for employee severance, there has been a communication to impacted personnel and related costs are probable and estimable. For one-time termination benefits (i.e., no substantive plan) and employee retention costs, expense is recorded when the employees are entitled to receive such benefits and the amount can be reasonably estimated. Contract termination fees and penalties and other exit and disposal costs are generally recorded when incurred. |
Patent Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. |
Stock-Based Compensation | Stock-Based Compensation For stock-based awards granted to non-employees, employees and directors, the Company estimates the grant-date fair value of each award using the Black-Scholes option-pricing model. Compensation expense for these awards is recognized over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company accounts for forfeitures of stock-based awards as they occur rather than applying an estimated forfeiture rate to stock-based compensation expense. The Company classifies stock-based compensation expense in the consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the years ended December 31, 2022 and 2021, there were no changes in stockholders' equity that resulted from transactions or economic events other than with stockholders. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company follows the two-class method when computing net income (loss) per share, as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) is computed by adjusting net income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. The Company reported a net loss for each of the years ended December 31, 2022 and 2021 . |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more likely than not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 % likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves (i.e., unrecognized tax benefits) that are considered appropriate as well as the related net interest. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for nonpublic companies. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in the earlier recognition of credit losses, if any. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”), which provides additional implementation guidance on the previously issued ASU 2016-13. For the Company, both ASU 2016-13 and ASU 2019-05 are effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact that the adoption of ASU 2016-13 will have on its consolidated financial statements, however the Company does not expect that the standard will have a material impact on its consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 (“ASU 2018-18”). ASU 2018-18 makes targeted improvements to GAAP for collaborative arrangements, including (i) clarification that certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606 when the collaborative arrangement participant is a customer in the context of a unit of account, (ii) adding unit-of-account guidance in ASC 808, Collaborative Arrangements, to align with the guidance in ASC 606 and (iii) a requirement that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under ASC 606 is precluded if the collaborative arrangement participant is not a customer. For the Company, this guidance was effective for fiscal years beginning after December 15, 2020. The Company adopted ASU 2018-18 as of January 1, 2021 and the standard did not have an impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating certain exceptions, including the approach for intraperiod tax allocation, the accounting for income taxes in an interim period, hybrid taxes and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. The Company adopted this standard as of January 1, 2022 and the standard did not have a material impact on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Disclosures by Business Entities about Government Assistance, which requires business entities to provide certain disclosures when they have 1) received government assistance and 2) use a grant or contribution accounting model by analogy to other accounting guidance. The Company adopted this standard as of January 1, 2022 and the standard did not have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of property plant and equipment useful life | Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: ESTIMATED USEFUL LIFE Machinery and equipment 3 to 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of term of lease or 7 years |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of fair value hierarchy for assets and liabilities | The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis (in thousands): FAIR VALUE MEASUREMENTS AT LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Cash equivalents: Money market funds $ 62,598 $ — $ — $ 62,598 $ 62,598 $ — $ — $ 62,598 FAIR VALUE MEASUREMENTS AT LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Cash equivalents: Money market funds $ 142,547 $ — $ — $ 142,547 $ 142,547 $ — $ — $ 142,547 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following (in thousands): DECEMBER 31, 2022 2021 Prepaid expenses $ 4,111 $ 4,027 Other receivables 384 95 $ 4,495 $ 4,122 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment, Net [Abstract] | |
Summary of property and equipment, net | Property and equipment, net consisted of the following (in thousands): DECEMBER 31, 2022 2021 Machinery and equipment $ 6,840 $ 6,659 Leasehold improvements 579 579 Furniture and fixtures 319 319 7,738 7,557 Less: Accumulated depreciation and amortization ( 5,779 ) ( 4,511 ) $ 1,959 $ 3,046 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Summary of accrued expenses | Accrued expenses consisted of the following (in thousands): DECEMBER 31, 2022 2021 Accrued external research, development and manufacturing costs $ 5,264 $ 2,156 Accrued employee compensation and benefits 2,578 3,040 Other 1,051 1,614 $ 8,893 $ 6,810 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Fair Value of Stock Option Awards on the Grant Date Using the Black-Scholes Option Valuation Model | The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted: YEAR ENDED 2022 2021 Fair value of common stock $ 5.72 $ 15.55 Expected term (years) 6.0 6.0 Expected volatility 77.0 % 76.4 % Risk-free interest rate 2.22 % 0.90 % Expected annual dividend yield 0 % 0 % |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 31, 2021: NUMBER OF WEIGHTED- WEIGHTED- INTRINSIC (in years) (in thousands) Outstanding at December 31, 2021 4,339,523 $ 9.75 7.68 $ 8,823 Granted 2,563,920 5.72 Exercised ( 14,757 ) 1.95 Forfeited or canceled ( 1,530,376 ) 8.89 Outstanding at December 31, 2022 5,358,310 $ 8.09 5.26 $ — Vested and expected to vest at December 31, 2022 5,358,310 $ 8.09 5.26 $ — Options exercisable at December 31, 2022 2,628,431 $ 8.43 3.81 $ — |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense related to stock options and restricted stock awards was classified in the consolidated statements of operations as follows (in thousands): YEAR ENDED 2022 2021 Research and development expenses $ 3,293 $ 3,243 General and administrative expenses 4,729 5,262 Restructuring charges 381 — $ 8,403 $ 8,505 |
Income Taxes (Table)
Income Taxes (Table) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
A reconciliation of the U.S. federal statutory income tax rate | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: YEAR ENDED 2022 2021 Federal statutory income tax rate ( 21.0 )% ( 21.0 )% State income taxes, net of federal benefit ( 4.6 ) ( 6.0 ) Federal and state research and development tax credits ( 4.1 ) ( 3.8 ) Stock-based compensation 2.3 — Other 0.4 0.6 Change in deferred tax asset valuation allowance 27.0 30.2 Effective income tax rate 0.0 % 0.0 % |
Net deferred tax assets | The Company’s net deferred tax assets consisted of the following (in thousands): DECEMBER 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 50,167 $ 42,897 Research and development tax credit carryforwards 15,253 11,963 Deferred revenue 177 5,036 Accrued expenses 728 782 Operating lease liabilities 7,162 18,892 Stock-based compensation 2,004 2,118 Capitalized research expenses 15,742 — Other 280 298 Total deferred tax assets 91,513 81,986 Valuation allowance ( 84,226 ) ( 62,671 ) Total deferred tax assets, net of valuation allowance 7,287 19,315 Deferred tax liabilities: Depreciation ( 133 ) ( 382 ) Operating lease right-of-use assets ( 7,154 ) ( 18,933 ) Total deferred tax liabilities ( 7,287 ) ( 19,315 ) Net deferred tax assets $ — $ — |
Summary of Valuation Allowance | For the years ended December 31, 2022 and 2021, the valuation allowance increased primarily due to increases in NOL carryforwards and research and development tax credit carryforwards as well as the increase in stock compensation awards partially offset by a decrease in deferred revenue and was as follows (in thousands): YEAR ENDED 2022 2021 Valuation allowance at beginning of year $ ( 62,671 ) $ ( 41,894 ) Increases recorded to income tax provision ( 21,555 ) ( 20,777 ) Valuation allowance at end of year $ ( 84,226 ) $ ( 62,671 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum lease Payments for Operating Leases | Future minimum lease payments for operating leases with initial or remaining terms in excess of one year at December 31, 2022 were as follows (in thousands): YEAR ENDING DECEMBER 31, 2023 $ 8,663 2024 4,297 2025 4,426 2026 4,559 2027 4,696 Thereafter 9,393 Total lease payments 36,034 Less: Imputed interest ( 8,563 ) Total operating lease liabilities $ 27,471 |
Summary of Components of Lease Cost and Supplemental Information | The components of lease cost and supplemental information for the Company’s lease portfolio were as follows (in thousands, except term and discount rate amounts): YEAR ENDED 2022 2021 Lease cost: Operating lease cost $ 14,295 $ 13,725 Variable lease cost 1,878 1,963 $ 16,173 $ 15,688 DECEMBER 31, 2022 2021 Weighted-average remaining lease term (in years) 6.1 6.2 Weighted-average discount rate% 8.8 % 7.6 % |
Summary of Supplementary Cash Flow Information Relating to Operating Leases | Supplemental cash flow information related to the Company’s operating leases was as follows (in thousands): YEAR ENDED 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 14,591 $ 12,611 |
License and Collaboration Agr_2
License and Collaboration Agreements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
Summary of Changes in the Total Contract Liability | The changes in the total contract liability (deferred revenue) balances related to the Company’s license and collaboration agreements with Roche were as follows (in thousands): YEAR ENDED 2022 2021 Balance at beginning of period $ 21,203 $ 45,201 Deferral of revenue — 3,100 Recognition of deferred revenue ( 21,029 ) ( 27,098 ) Balance at end of period $ 174 $ 21,203 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of basic and diluted net loss per share attributable to common stockholders | Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): YEAR ENDED 2022 2021 Numerator: Net loss $ ( 79,464 ) $ ( 68,741 ) Denominator: Weighted-average common shares outstanding, basic and diluted 28,812,904 27,578,844 Net loss per share, basic and diluted $ ( 2.76 ) $ ( 2.49 ) |
Summary of potentially dilutive shares excluded from the calculation of diluted net loss | The Company’s potential dilutive securities, which consist of common stock options have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: YEAR ENDED 2022 2021 Stock options to purchase common stock 5,358,310 4,339,523 5,358,310 4,339,523 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Accrued Restructuring Costs | The following table summarizes the activity for accrued restructuring costs for the year ended December 31, 2022 (in thousands): Employee Related Costs Facility Related Costs Total Balance as of December 31, 2021 $ — $ — $ — Expenses incurred 4,459 400 4,859 Payments ( 895 ) — ( 895 ) Non-cash charges ( 402 ) ( 400 ) ( 802 ) Balance as of December 31, 2022 $ 3,162 $ — $ 3,162 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Nov. 10, 2021 | Feb. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income (loss) from continuing operations | $ 79,500,000 | |||
Accumulated deficit | $ 274,974,000 | $ 195,510,000 | ||
Follow On Public Offering [Member] | ||||
Issuance of common stock (Shares) | 3,000,000 | 1,261,226 | ||
Proceeds from follow on public offer net of underwriting discounts and before payment of offering costs | $ 56,400,000 | $ 4,100,000 | ||
Offering costs payable | $ 800,000 | |||
Follow On Public Offering [Member] | Maximum [Member] | ||||
Proceeds from issuance of common stock under at-the market offering | $ 75,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Line Items] | |||
Deferred offering costs | $ 0 | $ 300,000 | |
Accounts Receivable, Allowance for Credit Loss | 0 | 0 | |
Provision For Doubtful Accounts | 0 | 0 | |
Accounts Receivable, Allowance for Credit Loss, Writeoff | 0 | 0 | |
Letter of credit outstanding | 2,300,000 | 2,300,000 | |
Restricted cash, noncurrent | 2,300,000 | 2,300,000 | |
Cash and cash equivalents, at carrying value | 63,709,000 | 143,513,000 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 66,014,000 | 145,818,000 | $ 172,662,000 |
Restricted Cash | 2,300,000 | 2,300,000 | |
Cash Balance To Be Maintained | 2,300,000 | ||
Impairment losses on long-lived assets | $ 0 | 0 | |
Income Tax Examination, Likelihood Percentage | 50% | ||
Operating lease right-of-use assets | $ 27,432,000 | $ 69,843,000 | |
Operating lease, liability | $ 27,471,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Property Plant and Equipment Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of term of lease or 7 years |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Hierarchy for Assets and Liabilities (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Assets, fair value disclosure | $ 62,598 | $ 142,547 |
Level 1 [Member] | ||
Assets: | ||
Assets, fair value disclosure | 62,598 | 142,547 |
Money Market Funds [Member] | Cash equivalents [Member] | ||
Assets: | ||
Assets, fair value disclosure | 62,598 | 142,547 |
Money Market Funds [Member] | Cash equivalents [Member] | Level 1 [Member] | ||
Assets: | ||
Assets, fair value disclosure | $ 62,598 | $ 142,547 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Fair value, assets, level 1 to level 2 transfers, amount | $ 0 | $ 0 |
Fair value, assets, level 2 to level 1 transfers, amount | 0 | 0 |
Fair value, liabilities, level 1 to level 2 transfers, amount | 0 | 0 |
Fair value, liabilities, level 2 to level 1 transfers, amount | $ 0 | $ 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 4,111 | $ 4,027 |
Other receivables | 384 | 95 |
Total prepaid expenses and other current assets | $ 4,495 | $ 4,122 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment, Net [Abstract] | ||
Machinery and equipment | $ 6,840 | $ 6,659 |
Leasehold improvements | 579 | 579 |
Furniture and fixtures | 319 | 319 |
Total property and equipment, gross | 7,738 | 7,557 |
Less: Accumulated depreciation and amortization | (5,779) | (4,511) |
Total property and equipment, net | $ 1,959 | $ 3,046 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 1,504 | $ 1,208 |
Restructuring charges | $ 400 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued external research, development and manufacturing costs | $ 5,264 | $ 2,156 |
Accrued employee compensation and benefits | 2,578 | 3,040 |
Other | 1,051 | 1,614 |
Total accrued expenses | $ 8,893 | $ 6,810 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Oct. 20, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockbased Compensation [Line Items] | |||
Expected annual dividend yield | 0% | 0% | |
Weighted-average grant-date fair value of stock options granted | $ 3.90 | $ 10.26 | |
Share based payments aggregate intrinsic value of stock options exercised | $ 100 | $ 3,800 | |
Stock based compensation expense due to modification of options | 8,403 | 8,505 | |
Unrecognized compensation expense related to unvested stock based awards | $ 12,400 | ||
Unrecognized compensation expense expected period for recognition | 2 years 6 months | ||
2020 Incentive Award Plan [Member] | |||
Stockbased Compensation [Line Items] | |||
Common stock shares reserved for future issuance | 3,058,628 | ||
2020 Incentive Award Plan [Member] | Maximum [Member] | |||
Stockbased Compensation [Line Items] | |||
Percentage of aggregate number of shares of common stock outstanding | 5% | ||
2020 Employee Stock Purchase Plan [Member] | |||
Stockbased Compensation [Line Items] | |||
Common stock shares reserved for future issuance | 709,682 | ||
Shares issued | 95,401 | ||
2020 Employee Stock Purchase Plan [Member] | Maximum [Member] | |||
Stockbased Compensation [Line Items] | |||
Common stock shares reserved for future issuance | 3,724,461 | ||
Percentage of aggregate number of shares of common stock outstanding | 1% | ||
Research and Development Expense [Member] | |||
Stockbased Compensation [Line Items] | |||
Stock based compensation expense due to modification of options | $ 3,293 | 3,243 | |
Restructuring Charges [Member] | |||
Stockbased Compensation [Line Items] | |||
Stock based compensation expense due to modification of options | 381 | ||
Stock Options [Member] | |||
Stockbased Compensation [Line Items] | |||
Stock based compensation expense due to modification of options | 400 | 1,400 | |
Stock Options [Member] | Research and Development Expense [Member] | |||
Stockbased Compensation [Line Items] | |||
Stock based compensation expense due to modification of options | 200 | $ 900 | |
Stock Options [Member] | Restructuring Charges [Member] | |||
Stockbased Compensation [Line Items] | |||
Stock based compensation expense due to modification of options | $ 400 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Fair Value of Stock Option Awards on the Grant Date Using the Black-Scholes Option Valuation Model (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Fair value of common stock | $ 5.72 | $ 15.55 |
Expected term (years) | 6 years | 6 years |
Expected volatility | 77% | 76.40% |
Risk-free interest rate | 2.22% | 0.90% |
Expected annual dividend yield | 0% | 0% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number Of Shares - Outstanding at December 31, 2021 | 4,339,523 | |
Granted | 2,563,920 | |
Exercised | (14,757) | |
Forfeited or canceled | (1,530,376) | |
Number Of Shares - Outstanding at December 31, 2022 | 5,358,310 | 4,339,523 |
Number Of Shares - Vested and expected to vest at December 31, 2022 | 5,358,310 | |
Number Of Shares - Options exercisable at December 31, 2022 | 2,628,431 | |
Weighted Average Exercise price - Outstanding at December 31, 2021 | $ 9.75 | |
Granted | 5.72 | |
Exercised | 1.95 | |
Forfeited or canceled | 8.89 | |
Weighted Average Exercise price - Outstanding at December 31, 2022 | 8.09 | $ 9.75 |
Weighted Average Exercise price - Vested and expected to vest at December 31, 2022 | 8.09 | |
Weighted Average Exercise price - Options exercisable at December 31, 2022 | $ 8.43 | |
Weighted-Average Remaining Contractual Term | 5 years 3 months 3 days | 7 years 8 months 4 days |
Weighted-Average Remaining Contractual Term - Vested and expected to vest | 5 years 3 months 3 days | |
Weighted-Average Remaining Contractual Term - Options exercisable | 3 years 9 months 21 days | |
Aggregate Intrinsic Value - Outstanding | $ 8,823 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 8,403 | $ 8,505 |
Research and Development Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 3,293 | 3,243 |
General and Administrative Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 4,729 | $ 5,262 |
Restructuring Charges [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 381 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Line Items] | ||
Income tax benefits | $ 0 | $ 0 |
Miniumum ownership percentage to be maintanied by the existing owners | 50% | |
Period for which minimum shareholding percentage shall be maintained | 3 years | |
Accrued interest and penalties on unrecognised tax position | 0 | $ 0 |
Unrecognised tax penalties income tax penalties and interest expense | 0 | 0 |
Unrecognized Tax Benefits | 0 | $ 0 |
Tax cuts and jobs act resulted in capitalization of research and development costs | 66,800,000 | |
Domestic Tax Authority [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | $ 185,200,000 | |
Amortization period for tax purposes of research and development costs | over 5 years | |
Domestic Tax Authority [Member] | Maximum [Member] | ||
Income Tax Disclosure [Line Items] | ||
Percentage of net operating loss carryforwards eligible for deduction | 80% | |
Domestic Tax Authority [Member] | Tax Year 2034 | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | $ 11,300,000 | |
Domestic Tax Authority [Member] | Can Be Indefinitely Carried Forward [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | 173,900,000 | |
State and Local Jurisdiction [Member] | ||
Income Tax Disclosure [Line Items] | ||
Research and development tax credit forwards | 174,100,000 | |
State and Local Jurisdiction [Member] | Can Be Indefinitely Carried Forward [Member] | ||
Income Tax Disclosure [Line Items] | ||
Research and development tax credit forwards | 700,000 | |
State and Local Jurisdiction [Member] | Tax Year 2035 | ||
Income Tax Disclosure [Line Items] | ||
Research and development tax credit forwards | 171,800,000 | |
State and Local Jurisdiction [Member] | Research [Member] | Tax Year 2034 | ||
Income Tax Disclosure [Line Items] | ||
Research and development tax credit forwards | 10,400,000 | |
State and Local Jurisdiction [Member] | Research [Member] | Tax Year 2030 | ||
Income Tax Disclosure [Line Items] | ||
Research and development tax credit forwards | $ 6,200,000 | |
Foreign Tax Authority [Member] | ||
Income Tax Disclosure [Line Items] | ||
Amortization period for tax purposes of research and development costs | over 15 years |
Income Taxes - A reconciliation
Income Taxes - A reconciliation of the U.S. federal statutory income tax rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Federal statutory income tax rate | (21.00%) | (21.00%) |
State income taxes, net of federal benefit | (4.60%) | (6.00%) |
Federal and state research and development tax credits | (4.10%) | (3.80%) |
Stock-based compensation | 2.30% | |
Other | 0.40% | 0.60% |
Change in deferred tax asset valuation allowance | 27% | 30.20% |
Effective income tax rate | 0% | 0% |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 50,167 | $ 42,897 | |
Research and development tax credit carryforwards | 15,253 | 11,963 | |
Deferred revenue | 177 | 5,036 | |
Accrued expenses | 728 | 782 | |
Operating lease liabilities | 7,162 | 18,892 | |
Stock-based compensation | 2,004 | 2,118 | |
Capitalized research expenses | 15,742 | ||
Other | 280 | 298 | |
Total deferred tax assets | 91,513 | 81,986 | |
Valuation allowance | (84,226) | (62,671) | $ (41,894) |
Total deferred tax assets, net of valuation allowance | 7,287 | 19,315 | |
Deferred tax liabilities: | |||
Depreciation | (133) | (382) | |
Operating lease right-of-use assets | (7,154) | (18,933) | |
Total deferred tax liabilities | $ (7,287) | $ (19,315) |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Tax Assets, Net of Valuation Allowance [Abstract] | ||
Valuation allowance at beginning of year | $ (62,671) | $ (41,894) |
Increases recorded to income tax provision | (21,555) | (20,777) |
Valuation allowance at end of year | $ (84,226) | $ (62,671) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Commitments [Line Items] | ||||
Commitments and contingencies liabilities | ||||
Research and development | 70,984,000 | 70,148,000 | ||
Discretionary contribution by the employer to defined contribution benefit plan | 600,000 | 400,000 | ||
Sublicense Agreement [Member] | Maximum [Member] | ||||
Other Commitments [Line Items] | ||||
Research and development | 100,000 | 100,000 | ||
Massachusetts Institute Of Technology | ||||
Other Commitments [Line Items] | ||||
Annual license maintenance fees | 100,000 | |||
Milestone payment payable | 1,800,000 | |||
Commitments and contingencies liabilities | 0 | $ 0 | ||
Massachusetts Institute Of Technology | Regulatory Milestone [Member] | ||||
Other Commitments [Line Items] | ||||
Milestone payment payable | 1,000,000 | |||
Massachusetts Institute Of Technology | Development Milestone [Member] | ||||
Other Commitments [Line Items] | ||||
Milestone payment payable | $ 800,000 | |||
Manufacturing Services Agreements [Member] | ||||
Other Commitments [Line Items] | ||||
Non-cancelable lease commitments period for lease payments | 1 year | |||
Erytech [Member] | License Agreement With Erytech [Member] | ||||
Other Commitments [Line Items] | ||||
Milestone payment payable | $ 6,000,000 | |||
Research and development | 1,000,000 | $ 1,000,000 | ||
Specified milestone payment payable | $ 50,000,000 | |||
Number of days notice for agreement termination | 60 days | |||
Erytech [Member] | License Agreement With Erytech [Member] | Regulatory Milestone [Member] | ||||
Other Commitments [Line Items] | ||||
Milestone payment payable | $ 5,000,000 | |||
Erytech [Member] | License Agreement With Erytech [Member] | Development Milestone [Member] | ||||
Other Commitments [Line Items] | ||||
Milestone payment payable | $ 1,000,000 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Letter of credit outstanding | $ 2,300,000 | $ 2,300,000 | ||
Cost of construction of leasehold improvements | 579,000 | 579,000 | ||
Operating lease right-of-use assets | 27,432,000 | 69,843,000 | ||
Impairment charges on long-lived assets | 0 | 0 | ||
Operating lease liability | 31,307,000 | |||
Lease liability | 27,471,000 | |||
Embedded Lease [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease right-of-use assets | 32,300,000 | |||
Lease modification decrease in remaining operating lease payments | 36,700,000 | |||
Lease liability | 32,300,000 | |||
Office Building [Member] | Watertown Massauchets [Member] | Two Thousand And Eighteen Lease Agreement [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee operating lease month of expiry | 2029-11 | |||
Lessee operating lease renewal term | 5 years | |||
Initial annual base rent | $ 3,800,000 | |||
Initial annual base rent escalation percentage | 3% | |||
Letter of credit outstanding | $ 2,300,000 | |||
Cost of construction of leasehold improvements | $ 9,800,000 | |||
Operating lease term | 10 years | |||
Machinery and Equipment [Member] | Embedded Lease [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease right-of-use assets | $ 14,700,000 | $ 27,400,000 | $ 69,800,000 | |
Operating lease liability | $ 14,700,000 | |||
Operating lease term | 24 months |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum lease Payments for Operating Leases (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 8,663 |
2024 | 4,297 |
2025 | 4,426 |
2026 | 4,559 |
2027 | 4,696 |
Thereafter | 9,393 |
Total lease payments | 36,034 |
Less: Imputed interest | (8,563) |
Total operating lease liabilities | $ 27,471 |
Leases - Summary of Components
Leases - Summary of Components of Lease Cost and Supplemental Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease cost: | ||
Operating lease cost | $ 14,295 | $ 13,725 |
Variable lease cost | 1,878 | 1,963 |
Lease Cost | $ 16,173 | $ 15,688 |
Weighted-average remaining lease term (in years) | 6 years 1 month 6 days | 6 years 2 months 12 days |
Weighted-average discount rate% | 8.80% | 7.60% |
Leases - Summary of Supplementa
Leases - Summary of Supplementary Cash Flow Information Relating to Operating Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 14,591 | $ 12,611 |
License and Collaboration Agr_3
License and Collaboration Agreements - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Oct. 31, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
License And Collaboration Agreements [Line Items] | |||||||
Contract with customer liability revenue recognised | $ 21,029,000 | $ 27,098,000 | |||||
Contract with customer liability | 174,000 | 21,203,000 | $ 45,201,000 | ||||
TCL [Member] | |||||||
License And Collaboration Agreements [Line Items] | |||||||
Contract with customer liability | 0 | ||||||
2017 License and Collaboration Agreement With Roche [Member] | Roche [Member] | |||||||
License And Collaboration Agreements [Line Items] | |||||||
Contract with customer liability revenue recognised | 1,200 | ||||||
Contract with customer liability | 0 | ||||||
2018 License and Collaboration Agreement With Roche [Member] | |||||||
License And Collaboration Agreements [Line Items] | |||||||
Milestone payment receivable on exercise of option rights | 100,000,000 | ||||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | |||||||
License And Collaboration Agreements [Line Items] | |||||||
Upfront payment received towards technology access fee | $ 45,000,000 | ||||||
Contract with customer liability | 200,000 | 21,200,000 | |||||
Contract with customer liability current | 200,000 | 12,000,000 | |||||
Milestone payment receivable based on product | 1,600,000,000 | ||||||
Estimated costs to be incurred to satisfy performance obligation | 0 | (7,300,000) | |||||
Performance obligation revenue recognized | 21,000,000 | 25,800,000 | |||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Performance Obligation Third [Member] | |||||||
License And Collaboration Agreements [Line Items] | |||||||
Performance obligation revenue recognized | 9,200,000 | ||||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Performance Obligation First [Member] | |||||||
License And Collaboration Agreements [Line Items] | |||||||
Performance obligation revenue recognized | 11,800,000 | ||||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Development Milestone [Member] | |||||||
License And Collaboration Agreements [Line Items] | |||||||
Cumulative catch up adjustment to revenue | 2,500,000 | ||||||
Milestone payment receivable based on product | 217,000,000 | ||||||
Performance obligation transaction price | 3,000,000 | ||||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Development Milestone [Member] | First Patient Doosing Phase One Clinical Trial [Member] | |||||||
License And Collaboration Agreements [Line Items] | |||||||
Milestone payment received | $ 20,000,000 | ||||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Regulatory Milestone [Member] | |||||||
License And Collaboration Agreements [Line Items] | |||||||
Milestone payment receivable based on product | 240,000,000 | ||||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Regulatory Milestone [Member] | Preclinical Data Submitted To FDA For Approval [Member] | |||||||
License And Collaboration Agreements [Line Items] | |||||||
Milestone payment received | $ 10,000,000 | ||||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Sales Milestone [Member] | |||||||
License And Collaboration Agreements [Line Items] | |||||||
Milestone payment receivable based on product | 1,200,000,000 | ||||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | APC [Member] | |||||||
License And Collaboration Agreements [Line Items] | |||||||
Amount payable on exercise of option rights to use the license | 15,000,000 | ||||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | TCL [Member] | |||||||
License And Collaboration Agreements [Line Items] | |||||||
Contract with customer liability | 9,200,000 | ||||||
Contract liabilities current reclassified to non current | $ 9,200,000 | ||||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Maximum [Member] | TCL [Member] | |||||||
License And Collaboration Agreements [Line Items] | |||||||
Amount payable on exercise of option rights to use the license | 100,000,000 | ||||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Minimum [Member] | |||||||
License And Collaboration Agreements [Line Items] | |||||||
Contract with customer liability revenue recognised | 21,000,000 | $ 24,500,000 | |||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Minimum [Member] | TCL [Member] | |||||||
License And Collaboration Agreements [Line Items] | |||||||
Amount payable on exercise of option rights to use the license | $ 50,000,000 |
License and Collaboration Agr_4
License and Collaboration Agreements - Summary of Changes in the Total Contract Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Research and Development [Abstract] | ||
Balance at beginning of period | $ 21,203 | $ 45,201 |
Deferral of revenue | 3,100 | |
Recognition of deferred revenue | (21,029) | (27,098) |
Balance at end of period | $ 174 | $ 21,203 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of basic and diluted net loss per share attributable to common stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (79,464) | $ (68,741) |
Weighted-average common shares outstanding, basic | 28,812,904 | 27,578,844 |
Weighted-average common shares outstanding, diluted | 28,812,904 | 27,578,844 |
Net loss per share, basic | $ (2.76) | $ (2.49) |
Net loss per share, diluted | $ (2.76) | $ (2.49) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of potentially dilutive shares excluded from the calculation of diluted net loss (Detail) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 5,358,310 | 4,339,523 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 5,358,310 | 4,339,523 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Percentage of reduction in workforce | 60% | |
Restructuring charges | $ 4,859 | |
Non-cash charges | 802 | |
Accrued restructuring liability | 3,162 | |
Employee Related Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 4,459 | |
Non-cash charges | 402 | |
Facility Related Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 400 | |
Non-cash charges | $ 400 |
Restructuring - Summary of Accr
Restructuring - Summary of Accrued Restructuring Costs (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Expenses incurred | $ 4,859 |
Payments | (895) |
Non-cash charges | (802) |
Restructuring Reserve, Ending Balance | 3,162 |
Employee Related Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Expenses incurred | 4,459 |
Payments | (895) |
Non-cash charges | (402) |
Restructuring Reserve, Ending Balance | 3,162 |
Facility Related Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Expenses incurred | 400 |
Non-cash charges | $ (400) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Mar. 10, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||
Restricted cash | $ 2.3 | $ 2.3 | |
Subsequent Event [Member] | Sillicon Valley Bank [Member] | |||
Subsequent Event [Line Items] | |||
Restricted cash | $ 2.3 |