Document and Entity Information
Document and Entity Information - shares | 12 Months Ended | |
Dec. 31, 2020 | Mar. 11, 2021 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
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, $0.001 par value per share | |
Trading Symbol | SQZ | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-39662 | |
Entity Tax Identification Number | 46-2431115 | |
Entity Address, Address Line One | 200 Arsenal Yards Blvd | |
Entity Address, Address Line Two | Suite 210 | |
Entity Address, City or Town | Watertown | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02472 | |
City Area Code | 617 | |
Local Phone Number | 758-8672 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
ICFR Auditor Attestation Flag | false | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 27,869,821 | |
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement relating to the Registrant’s 2021 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the end of the Registrant’s fiscal year ended December 31, 2020 are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 170,357 | $ 39,255 |
Marketable securities | 59,027 | |
Accounts receivable | 1,892 | 1,874 |
Prepaid expenses and other current assets | 4,582 | 1,662 |
Total current assets | 176,831 | 101,818 |
Property and equipment, net | 3,645 | 5,163 |
Restricted cash | 2,305 | 2,319 |
Operating lease right-of-use assets | 48,360 | 43,050 |
Total assets | 231,141 | 152,350 |
Current liabilities: | ||
Accounts payable | 3,708 | 2,796 |
Accrued expenses | 7,358 | 7,061 |
Current portion of deferred revenue | 25,917 | 18,982 |
Current portion of operating lease liabilities | 8,210 | 9,444 |
Total current liabilities | 45,193 | 38,283 |
Deferred revenue, net of current portion | 19,659 | 21,846 |
Operating lease liabilities, net of current portion | 38,885 | 32,887 |
Other liabilities | 205 | 740 |
Total liabilities | 103,942 | 93,756 |
Commitments and contingencies (Note 10) | ||
Convertible preferred stock (Series Seed, A, B, C and D), $0.001 par value; 0 and 16,670,802 shares authorized at December 31, 2020 and 2019, respectively; 0 and 13,869,027 shares issued and outstanding at December 31, 2020 and 2019), respectively; liquidation preference of $127,348 at December 31, 2019. | 132,109 | |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.001 par value; 10,000,000 and 0 shares authorized at December 31, 2020 and 2019, respectively; No shares issued or outstanding. | ||
Common stock, $0.001 par value; 200,000,000 and 23,700,000 shares authorized at December 31, 2020 and 2019, respectively; 24,786,324 and 1,737,388 shares issued and outstanding at December 31, 2020 and 2019, respectively. | 25 | 2 |
Additional paid-in capital | 253,943 | 2,701 |
Accumulated other comprehensive income | 30 | |
Accumulated deficit | (126,769) | (76,248) |
Total stockholders’ equity (deficit) | 127,199 | (73,515) |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | $ 231,141 | $ 152,350 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 0 | 16,670,802 |
Temporary equity, shares issued | 0 | 13,869,027 |
Temporary equity, shares outstanding | 0 | 13,869,027 |
Liquidation preference value | $ 127,348 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 0 |
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 | 23,700,000 |
Common stock, shares issued | 24,786,324 | 1,737,388 |
Common stock, shares outstanding | 24,786,324 | 1,737,388 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | ||
Total revenue | $ 20,998 | $ 20,109 |
Operating expenses: | ||
Research and development | 51,545 | 36,102 |
General and administrative | 20,511 | 18,272 |
Total operating expenses | 72,056 | 54,374 |
Loss from operations | (51,058) | (34,265) |
Other income (expense): | ||
Interest income | 550 | 2,070 |
Other income (expense), net | (13) | (7) |
Total other income, net | 537 | 2,063 |
Net loss | $ (50,521) | $ (32,202) |
Net loss per share attributable to common stockholders, basic and diluted | $ (9.35) | $ (18.89) |
Weighted-average common shares outstanding, basic and diluted | 5,401,895 | 1,704,509 |
Comprehensive loss: | ||
Net loss | $ (50,521) | $ (32,202) |
Other comprehensive income (loss): | ||
Unrealized gains (losses) on marketable securities, net of tax of $0 | 34 | |
Less reclassification adjustment for (gains) losses included in net loss, net of tax | (30) | |
Comprehensive loss | (50,551) | (32,168) |
Collaboration Revenue [Member] | ||
Revenue: | ||
Total revenue | $ 20,998 | 19,318 |
Grant Revenue [Member] | ||
Revenue: | ||
Total revenue | $ 791 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Unrealized gains (losses) on marketable securities, net of tax | $ 0 | $ 0 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Initial Public Offering [Member] | Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Initial Public Offering [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Initial Public Offering [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2018 | $ (43,540) | $ 2 | $ 508 | $ (4) | $ (44,046) | ||||
Beginning balance, convertible preferred stock (Shares) at Dec. 31, 2018 | 12,006,791 | ||||||||
Beginning balance, convertible preferred stock at Dec. 31, 2018 | $ 106,401 | ||||||||
Beginning balance (Shares) at Dec. 31, 2018 | 1,691,129 | ||||||||
Issuance of Series D convertible preferred stock, net of issuance costs | $ 25,708 | ||||||||
Issuance of Series D convertible preferred stock, net of issuance costs (Shares) | 1,862,236 | ||||||||
Issuance of common stock upon exercise of stock options | 85 | 85 | |||||||
Issuance of common stock upon exercise of stock options (Shares) | 46,259 | ||||||||
Stock-based compensation expense | 2,108 | 2,108 | |||||||
Net loss | (32,202) | (32,202) | |||||||
Other comprehensive income (loss) | 34 | 34 | |||||||
Ending balance at Dec. 31, 2019 | $ (73,515) | $ 2 | 2,701 | 30 | (76,248) | ||||
Ending balance, convertible preferred stock (Shares) at Dec. 31, 2019 | 13,869,027 | 13,869,027 | |||||||
Ending balance, convertible preferred stock at Dec. 31, 2019 | $ 132,109 | $ 132,109 | |||||||
Ending balance (Shares) at Dec. 31, 2019 | 1,737,388 | ||||||||
Issuance of Series D convertible preferred stock, net of issuance costs | $ 42,248 | ||||||||
Issuance of Series D convertible preferred stock, net of issuance costs (Shares) | 3,035,192 | ||||||||
Conversion of convertible preferred stock into common stock | 174,351 | $ (174,357) | $ 18 | 174,333 | |||||
Conversion of convertible preferred stock into common stock (Shares) | (16,904,219) | 17,800,084 | |||||||
Issuance of common stock | $ 72,878 | $ 5 | $ 72,873 | ||||||
Issuance of common stock (Shares) | 10,378 | 5,073,529 | |||||||
Issuance of common stock upon exercise of stock options | $ 434 | 434 | |||||||
Issuance of common stock upon exercise of stock options (Shares) | 164,945 | 164,945 | |||||||
Stock-based compensation expense | $ 3,602 | 3,602 | |||||||
Net loss | (50,521) | (50,521) | |||||||
Other comprehensive income (loss) | (30) | $ (30) | |||||||
Ending balance at Dec. 31, 2020 | $ 127,199 | $ 25 | $ 253,943 | $ (126,769) | |||||
Ending balance, convertible preferred stock (Shares) at Dec. 31, 2020 | 0 | ||||||||
Ending balance (Shares) at Dec. 31, 2020 | 24,786,324 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Common Stock [Member] | Initial Public Offering [Member] | |
Issuance costs | $ 2,621 |
Series D Convertible Preferred Stock [Member] | |
Issuance costs | $ 56 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (50,521) | $ (32,202) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 1,342 | 1,384 |
Amortization of operating lease right-of-use assets | 9,601 | 2,972 |
Stock-based compensation expense | 3,602 | 2,108 |
Accretion of discounts on marketable securities | (5) | (970) |
Loss on disposal of property and equipment | 51 | |
Loss on termination of operating lease | 108 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (18) | (1,009) |
Prepaid expenses and other current assets | (2,920) | (628) |
Accounts payable | 100 | 1,709 |
Accrued expenses | 246 | 3,381 |
Deferred revenue | 4,748 | (4,895) |
Operating lease liabilities | (8,899) | (5,275) |
Other liabilities | (535) | (117) |
Net cash used in operating activities | (43,151) | (33,491) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,177) | (2,168) |
Purchases of marketable securities | (115,880) | |
Sales and maturities of marketable securities | 59,000 | 105,200 |
Net cash provided by (used in) investing activities | 57,823 | (12,848) |
Cash flows from financing activities: | ||
Proceeds from initial public offering of common stock, net of commissions and underwriting discounts | 75,494 | |
Payment of initial public offering costs | (1,515) | |
Proceeds from issuance of convertible preferred stock, net of issuance costs paid in the period | 42,248 | 25,953 |
Payments of issuance costs of convertible preferred stock issued in prior period | (245) | |
Proceeds from exercise of stock options | 434 | 85 |
Net cash provided by financing activities | 116,416 | 26,038 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 131,088 | (20,301) |
Cash, cash equivalents and restricted cash at beginning of period | 41,574 | 61,875 |
Cash, cash equivalents and restricted cash at end of period | 172,662 | 41,574 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of convertible preferred stock into common stock | 174,351 | |
Lease assets obtained in exchange for operating lease liabilities | 17,049 | 43,326 |
Issuance costs for convertible preferred stock included in accrued expenses at end of period | $ 245 | |
Initial public offering costs included in accounts payable and accrued expenses at end of period | $ 1,106 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
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, infectious diseases and other serious 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 October 23, 2020, the Company effected a 1.0530-for-one stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s Preferred Stock. Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this stock split and adjustment of the Preferred Stock conversion ratios. On November 3, 2020, the Company completed its initial public offering (“IPO”) pursuant to which it issued and sold 4,411,765 shares of its common stock. On November 12, 2020, the Company issued and sold an additional 661,764 shares of its common stock pursuant to the full exercise of the underwriters’ option to purchase additional shares. The aggregate net proceeds received by the Company from the IPO were approximately $75.5 million, after deducting underwriting discounts and commissions, but before deducting offering costs payable by the Company, which were $2.6 million. Upon the closing of the IPO, all of the shares of the Company’s convertible preferred stock then outstanding were automatically converted into 17,800,084 shares of common stock (see Note 7). The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Through December 31, 2020, 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 Company has incurred recurring losses since inception, including a net loss of $50.5 million for the year ended December 31, 2020. As of December 31, 2020, the Company had an accumulated deficit of $126.8 million. The Company expects to continue to generate operating losses in the foreseeable future. As of March 18, 2021, the issuance date of the annual consolidated financial statements for the year ended December 31, 2020, the Company expected that its cash and cash equivalents, including the $56.4 million of aggregate net proceeds it received in February 2021 from the issuance of common stock through a public offering (see Note 16), would be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the issuance date of the annual consolidated financial statements. Impact of the COVID-19 Coronavirus In December 2019, a novel strain of coronavirus, which causes the disease known as COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-19 coronavirus has spread globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic and the U.S. government imposed travel restrictions on travel between the United States, Europe and certain other countries. The outbreak and government measures taken in response have had a significant impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred, supply chains have been disrupted, and 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, and it has affected and may continue to affect the Company’s ability to enroll patients in and timely complete its ongoing Phase 1 clinical trial of SQZ-PBMC-HPV and delay the initiation of future clinical trials, disrupt regulatory activities or have other adverse effects on its business and operations. For example, the Company has experienced delays in receiving supplies of raw materials for its preclinical activities due to the impact of COVID-19 on its suppliers’ ability to timely manufacture these materials, and it has experienced an increase in the transportation cost of its product candidates due to the decreased availability of commercial flights. In addition, the Company has experienced delays in opening clinical trial sites and sites that are open may also have challenges enrolling patients due to the COVID-19 pandemic. Further, some staff that are required to conduct certain testing, such as biopsies, at the Company’s clinical sites or at third-party vendors have been required to stay at home or have been reallocated to other activities, resulting in such tests not being properly or timely performed or being delayed. The pandemic has already caused significant disruptions in the financial markets, and may continue to cause such disruptions, which could impact the Company’s ability to raise additional funds to support its operations. Moreover, the pandemic has significantly impacted economies worldwide and could result in adverse effects on the Company’s business and operations. The Company is monitoring the potential impact of the COVID-19 pandemic 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 annual or interim 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 subsidiary, SQZ Biotechnologies Security Corporation. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As of December 31, 2020 and 2019 all of the Company’s accounts receivable were related to its collaboration agreements with Roche (see Note 12). 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, either as a reduction of the carrying value of the preferred stock or in stockholder’s equity (deficit) 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. There were no deferred offering costs as of December 31, 2020 and 2019. 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, 2020 and 2019 the Company had no allowance for doubtful accounts. During the years ended December 31, 2020 and 2019 the Company did not record any provisions for doubtful accounts and did not write off any accounts receivable balances. Restricted Cash As of December 31, 2020 and 2019 the Company maintained letters of credit totaling $2.3 million for the benefit of the landlords 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, 2020 and 2019 based on the release dates of the restrictions on this cash. As of December 31, 2020 and 2019 the cash, cash equivalents and restricted cash of $172.7 million and $41.6 million, respectively, presented in the consolidated statements of cash flows included cash and cash equivalents of $170.4 million and $39.3 million, respectively, and restricted cash of $2.3 million for each of the years ended December 31, 2020 and 2019. 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 not recognize any impairment losses on long-lived assets during the years ended December 31, 2020 and 2019. 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 and marketable securities 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. Marketable Securities The Company’s marketable debt securities are classified as available-for-sale and are carried at fair value, with unrealized gains and losses reported, net of tax, as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). Realized gains and losses and declines in value determined to be other-than-temporary are based on the specific identification method and are included as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. Unrealized gains and losses recognized in other comprehensive income (loss) were immaterial for the years ended December 31, 2020 and 2019. Realized gains or losses recognized in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2020 and 2019 were also immaterial. The Company evaluates its marketable securities with unrealized losses for other-than-temporary impairment. When assessing marketable securities for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge to the consolidated statement of operations and comprehensive loss. No such adjustments were necessary during the periods presented. Leases Prior to January 1, 2019, the Company accounted for leases under Accounting Standards Codification (“ASC”) 840, Leases The Company adopted ASC 842, Leases , 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. The incremental borrowing rate at January 1, 2019 (the Company’s adoption date of ASC 842) was used to calculate the present value of the Company’s lease portfolio as of that date. 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. In connection with its adoption of ASC 842, the Company did not reassess (i) whether any expired or existing contracts contained leases, (ii) the lease classification for any expired or existing leases and (iii) any initial direct costs for any existing leases. 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. Subsequent to the Company’s adoption of ASC 842 as of January 1, 2019, 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. Revenue Recognition for Government Grants The Company generates revenue from government contracts that reimburse the Company for certain allowable costs for funded projects. For contracts with government agencies where the funding arrangement is considered central to the Company’s ongoing operations, the Company classifies the recognized funding received as revenue. Revenue from government grants is recognized as the qualifying expenses related to the contracts are incurred, provided that there is reasonable assurance of recoverability. The Company submits a budget, which outlines the expected project costs, to the funding government agency on a periodic basis. If the government agency approves the project proposed by the Company, the government agency funds the project upon receipt of the support for the costs incurred. Revenue recognized upon incurring qualifying expenses in advance of receipt of funding is recorded as unbilled receivables, a component of prepaid expenses and other current assets, in the consolidated balance sheet. The related costs incurred by the Company are included in research and development expense in the Company’s consolidated statements of operations and comprehensive loss. 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. 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 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. Following the Company’s adoption of ASU 2018-07, Compensation—Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting 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 (deficit) that result from transactions and economic events other than those with stockholders. For the years ended December 31, 2020 and 2019, the Company’s only element of other comprehensive income (loss) was unrealized gains (losses) on marketable securities. 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 attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting net income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Di |
Marketable Securities and Fair
Marketable Securities and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Marketable Securities and Fair Value Measurements | 3. Marketable Securities and Fair Value Measurements The Company had no marketable securities as of December 31, 2020. Marketable securities by security type as of December 31, 2019 consisted of the following (in thousands): DECEMBER 31, 2019 AMORTIZED COST GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES FAIR VALUE U.S. government agency bonds $ 44,028 $ 24 $ — $ 44,052 U.S. Treasury bills 14,969 6 — 14,975 $ 58,997 $ 30 $ — $ 59,027 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 DECEMBER 31, 2020 USING: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Cash equivalents: Money market funds $ 170,097 $ - $ - $ 170,097 $ 170,097 $ - $ - $ 170,097 FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2019 USING: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Cash equivalents: Money market funds $ 37,071 $ — $ — $ 37,071 Marketable securities: U.S. government agency bonds — 44,052 — 44,052 U.S. Treasury bills — 14,975 — 14,975 $ 37,071 $ 59,027 $ — $ 96,098 Money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. U.S. government agency bonds and U.S. Treasury bills were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy. There were no changes to the valuation methods during the years ended December 31, 2020 and 2019. 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, 2020 and 2019. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Prepaid expenses $ 4,032 $ 1,452 Unbilled and other receivables 548 4 Interest receivable 2 206 $ 4,582 $ 1,662 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Machinery and equipment $ 6,139 $ 5,655 Leasehold improvements 579 2,650 Furniture and fixtures $ 459 353 $ 7,177 8,658 Less: Accumulated depreciation and amortization (3,532 ) (3,495 ) $ 3,645 $ 5,163 Depreciation and amortization expense was $1.3 million and $1.4 million for the years ended December 31, 2020 and 2019, respectively. In February 2020, as a result of the termination of the 2016 Lease (see Note 11), the Company removed from the consolidated balance sheet leasehold improvements with a cost of $2.7 million and accumulated depreciation related to those leasehold improvements of $1.3 million. The resulting $1.4 million loss was recognized as a component of the $0.1 million net loss recognized by the Company upon termination of the 2016 Lease (see Note 11). |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consisted of the following (in thousands): DECEMBER 31, 2020 2019 Accrued external research, development and manufacturing costs $ 3,085 $ 3,220 Accrued employee compensation and benefits 2,682 1,878 Accrued licensing fees (Note 10) 743 697 Other 848 1,266 $ 7,358 $ 7,061 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity [Abstract] | |
Preferred Stock | 7. Preferred Stock The Company had previously issued Series Seed convertible preferred stock (the “Series Seed Preferred Stock”), Series A convertible preferred stock (the “Series A Preferred Stock”), Series B convertible preferred stock (the “Series B Preferred Stock”), Series C Preferred Stock and Series D convertible preferred stock (the “Series D Preferred Stock”), all of which are collectively referred to as the “Preferred Stock.” In March 2014, the Company issued and sold 350,858 shares of Series Seed Preferred Stock at a price of $2.85 per share for gross proceeds of $1.0 million. In June and July 2015, the Company issued and sold an aggregate of 1,490,035 shares of Series A Preferred Stock at a price of $3.41 per share for gross proceeds of $5.1 million. In September and November 2016, the Company issued and sold 4,155,758 shares of Series B Preferred Stock at a price of $5.79 per share for gross proceeds of $24.1 million. In May 2018, the Company issued and sold 4,354,122 shares of Series C Preferred Stock, consisting of (i) 4,094,794 shares sold at a price of $11.8555 per share for gross proceeds of $48.6 million and (ii) 259,328 shares issued upon the conversion of $3.1 million of principal and accrued interest on a convertible promissory note. From May through October 2018, the Company issued and sold an additional 1,656,018 shares of Series C Preferred Stock at a price of $11.8555 per share for gross proceeds of $19.6 million. The Company incurred issuance costs in connection with the Series C Preferred Stock of $0.2 million. In December 2019, the Company issued and sold 1,862,236 shares of Series D Preferred Stock at a price of $13.9365 per share for gross proceeds of $26.0 million. The Company incurred issuance costs in connection with this Series D Preferred Stock of $0.2 million. In January and February 2020, the Company issued and sold an aggregate of 1,094,247 shares of Series D Preferred Stock at a price of $13.9365 per share for gross proceeds of $15.2 million. In May and June 2020, the Company issued and sold an aggregate of 1,940,945 shares of Series D Preferred Stock at a price of $13.9365 per share for gross proceeds of $27.0 million. The Company incurred issuance costs in connection with these 2020 issuances of Series D Preferred Stock of less than $0.1 million. Upon issuance of each class of Preferred Stock, the Company assessed the embedded conversion and liquidation features of the shares and determined that such features did not require the Company to separately account for these features. The Company also concluded that no beneficial conversion feature existed on the issuance dates of each class of Preferred Stock. Upon the closing of the IPO in November 2020, all of the shares of the Company’s convertible preferred stock then outstanding automatically converted into 17,800,084 shares of common stock. The Company therefore had no preferred stock outstanding as of December 31, 2020. As of December 31, 2019, Preferred Stock consisted of the following (in thousands, except share amounts): DECEMBER 31, 2019 SHARES AUTHORIZED ISSUED AND OUTSTANDING CARRYING VALUE LIQUIDATION PREFERENCE COMMON STOCK ISSUABLE UPON CONVERSION Series Seed 350,858 350,858 $ 975 $ 1,000 369,452 Series A 1,490,035 1,490,035 6,469 5,081 1,569,001 Series B 4,155,758 4,155,758 27,854 24,061 4,375,999 Series C 6,010,140 6,010,140 71,103 71,253 6,328,657 Series D 4,664,011 1,862,236 25,708 25,953 1,960,934 16,670,802 13,869,027 $ 132,109 $ 127,348 14,604,043 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 8. 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”), which became effective the day prior to the first public trading date of the Company’s common stock. The 2020 Plan superseded the Company’s 2014 Stock Incentive Plan (the “2014 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 was initially equal to 2,690,415 and 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 or following the effective date of the 2020 Plan, under the 2014 Plan are added back to the shares of common stock available for issuance under the 2020 Plan. As of December 31, 2020, there were 2,079,230 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’’), which became effective the day prior to the first public trading date of the Company’s common stock. A total of 275,886 shares of common stock was initially reserved for issuance under this plan. 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, 2020, no shares had been issued 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. The Company historically has been a private company and lacks 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 DECEMBER 31, 2020 2019 Fair value of common stock $ 7.70 $ 6.49 Expected term (years) 6.0 6.0 Expected volatility 73.3 % 69.3 % Risk-free interest rate 0.60 % 2.15 % Expected annual dividend yield 0 % 0 % The following table summarizes the Company’s stock option activity since December 31, 2019: NUMBER OF SHARES WEIGHTED- AVERAGE EXERCISE PRICE WEIGHTED- AVERAGE REMAINING CONTRACTUAL TERM INTRINSIC VALUE (in years) (in thousands) Outstanding at December 31, 2019 3,139,649 $ 4.20 8.69 $ 11,303 Granted 1,810,511 12.07 Exercised (164,945 ) 2.58 Forfeited or canceled (745,321 ) 4.73 Outstanding at December 31, 2020 4,039,894 $ 7.69 8.41 $ 85,993 Vested and expected to vest at December 31, 2020 4,039,894 $ 7.69 8.41 $ 85,993 Options exercisable at December 31, 2020 1,339,851 $ 3.84 7.00 $ 33,687 The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2020 and 2019 was $7.70 per share and $4.37 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, 2020 and 2019 was $4.4 million and $0.3 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 DECEMBER 31, 2020 2019 Research and development expenses $ 1,243 $ 718 General and administrative expenses 2,359 1,390 $ 3,602 $ 2,108 As of December 31, 2020, total unrecognized stock-based compensation expense related to unvested stock-based awards was $16.1 million, which is expected to be recognized over a weighted-average period of 2.9 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes For the years ended December 31, 2020 and 2019, 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 DECEMBER 31, 2020 2019 Federal statutory income tax rate (21.0 )% (21.0 )% State income taxes, net of federal benefit (6.3 ) (6.4 ) Federal and state research and development tax credits (5.4 ) (8.0 ) Change in deferred tax rate 0.2 — Other (0.2 ) 0.3 Change in deferred tax asset valuation allowance 32.7 35.1 Effective income tax rate 0.0 % 0.0 % The Company’s net deferred tax assets consisted of the following (in thousands): DECEMBER 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 20,032 $ 9,082 Research and development tax credit carryforwards 9,310 6,368 Deferred revenue 11,519 9,895 Accrued expenses 764 — Operating lease liabilities 12,791 11,590 Stock-based compensation 816 603 Other 311 286 Total deferred tax assets 55,543 37,824 Deferred tax liabilities: Depreciation (515 ) (703 ) Operating lease right-of-use assets (13,134 ) (11,785 ) Total deferred tax liabilities (13,649 ) (12,488 ) Valuation allowance (41,894 ) (25,336 ) Net deferred tax assets $ — $ — As of December 31, 2020, the Company had U.S. federal net operating loss (“NOL”) carryforwards of $73.7 million, which may be available to offset future taxable income, of which $11.3 million begin to expire in 2034 and of which $62.4 million do not expire but are (for taxable years beginning after December 31, 2021) generally limited in their usage to an annual deduction equal to 80% of annual taxable income. In addition, as of December 31, 2020, the Company had state net operating loss carryforwards of $71.9 million, which may be available to offset future taxable income and begin to expire in 2035. As of December 31, 2020, the Company also had U.S. federal and state research and development tax credit carryforwards of $6.3 million and $3.8 million, respectively, which will begin to expire in 2034 and 2029, respectively. 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 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, 2020 and 2019. 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, 2020. 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, 2020 and 2019, the valuation allowance increased primarily due to increases in NOL carryforwards and research and development tax credit carryforwards as well as the increase in deferred revenue in 2019, and was as follows (in thousands): YEAR ENDED DECEMBER 31, 2020 2019 Valuation allowance at beginning of year $ (25,336 ) $ (14,051 ) Increases recorded to income tax provision (16,558 ) (11,285 ) Valuation allowance at end of year $ (41,894 ) $ (25,336 ) On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was passed by the U.S. Congress and signed into United States law. The CARES Act, among other things, includes certain provisions for individuals and corporations (including a suspension on the application of the 80% limitation described above for taxable years beginning prior to January 1, 2021), and technical amendments for qualified improvement property, or QIP. While the Company accelerated tax depreciation expenses due to the technical amendments made by the CARES Act to QIP, this and other CARES Act benefits did not materially impact the Company’s income tax provision in the periods presented. As of December 31, 2020 and 2019, the Company had not 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, 2020 and 2019, 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. As of December 31, 2020 and 2019, the Company had not recorded any amounts for unrecognized tax benefits. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Leases The Company’s commitments under its leases are described in Note 11. 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, 2020 and 2019, the Company had liabilities of $0.7 million and $1.4 million, respectively for amounts owed to MIT under the sublicense terms of the MIT Agreement, of which $0.7 million were included in accrued expenses for both periods (See Note 6), and of which $0 and $0.7 million, respectively were included in other liabilities (non-current). During the years ended December 31, 2020 and 2019, the Company recognized research and development expense under the sublicense terms of the agreement of $0 and $0.8 million, respectively. 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. During the year ended December 31, 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, 2020 and 2019, 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, 2020 and 2019, 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 no non-cancelable purchase commitments as of December 31, 2020 or 2019. 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, 2020 and 2019, the Company contributed $0.3 million for both periods 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, 2020 | |
Leases [Abstract] | |
Leases | 11. Leases As of December 31, 2020, the Company leases 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, 2020 and 2019. 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. 2016 Lease In September 2016, the Company entered into a lease for office and laboratory space in Watertown, Massachusetts (the “2016 Lease”). Under the 2016 Lease, the initial annual base rent was $0.9 million upon entering into the lease, with such base rent increasing during the initial term by 3% annually. The Company was 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 leased premises. The 2016 Lease included a landlord-provided tenant improvement allowance of $2.1 million that was applied to the costs of the construction of leasehold improvements. The 2016 Lease was set to expire in September 2023; however, in February 2020, the Company and the landlord jointly terminated the 2016 Lease. Accordingly, as of February 2020, the Company had no further obligations under the 2016 Lease. Accounting under ASC 842 2016 Lease As discussed in Note 2, the Company adopted ASC 842 effective January 1, 2019 using the modified retrospective transition method. Upon its adoption of ASC 842, the Company recognized a right-of-use asset of $2.7 million and an operating lease liability of $4.2 million as of January 1, 2019 with respect to the 2016 Lease. Prior to its adoption of ASC 842, the Company had capitalized the tenant improvement allowances of $2.1 million as leasehold improvements and established a liability for the deferred lease incentive upon occupancy. The Company recorded these lease incentives as a component of deferred rent in its consolidated balance sheet and amortized the deferred rent as a reduction of rent expense over the lease term. Effective January 1, 2019, the remaining deferred rent was removed from the consolidated balance sheet as part of the initial recording of the right-of-use asset. In February 2020, as a result of the termination of the 2016 Lease described above, the Company removed from the consolidated balance sheet the associated operating lease right-of-use asset of $2.1 million, leasehold improvements with a net carrying value of $1.4 million (see Note 5) and operating lease liabilities of $3.4 million. As a result, the Company recognized a net loss on termination of the 2016 Lease of $0.1 million in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020. 2018 Lease As described above, 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. The lessor owns the tenant improvements related to the 2018 Lease and such improvements are not specialized and can be utilized by a future tenant. Accordingly, amounts paid by the Company during the year ended December 31, 2019 that were due to be reimbursed by the lessor were recorded as amounts reimbursable from the landlord. In the period from December 2018 to November 2019, the Company was not considered the accounting owner due to (i) the Company not having the right to obtain or control the leased premises during the construction period, (ii) the lessor having no right of payment for the partially constructed assets, and the leased premises not being of a specialized nature and, thus, could potentially be leased to another tenant, and (iii) the Company not legally owning or controlling the land on which the property improvements were being constructed. The lease commenced for accounting purposes in December 2019 when the Company took control of the facility under the 2018 Lease. Upon such commencement date, the Company assessed and determined the accounting treatment for the asset and corresponding liability and recorded a right-of-use asset of $28.6 million and an operating lease liability of $27.6 million. 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 expires 24 months from 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. In June 2020, the Company amended the terms of its agreement with the contract manufacturing supplier to include the manufacture of additional products and to allow for an increase in manufacturing runs, which resulted in an increase in the estimated future payments to be made by the Company to the contract manufacturing supplier. The Company determined that the amendment constituted a modification of the existing agreement under ASC 842, rather than a separate contract. Upon the modification in June 2020, the Company recorded increases in right-of-use assets and operating lease liabilities in equal amounts of $0.9 million. In September 2020, the Company further amended the agreement with its contract manufacturing supplier to extend the term of the agreement, which had the effect of extending the term of the embedded lease by one year through August 31, 2022. The amendment increased the Company’s contractual payment obligations by $9.9 million, representing the monthly fees payable over that one-year extension. The amendment also included an option of the Company to further extend the term of the manufacturing services agreement by one additional year. The Company evaluated the probability of its exercising the option to extend the term of the agreement and concluded that it was reasonably certain that it would occur. The Company therefore recorded increases in right-of-use assets and operating liabilities in equal amounts of $16.2 million following the amendment. The Company’s lease agreements, including the embedded lease, have terms ranging from two years to ten years. Some of the Company’s lease agreements include options to extend the leases for up to five years. These options are only 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, 2020 and 2019 totaled $48.4 million and $43.1 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, 2020 were as follows (in thousands): YEAR ENDING DECEMBER 31, 2021 $ 11,217 2022 12,715 2023 9,948 2024 4,297 2025 4,426 Thereafter 18,647 Total lease payments 61,250 Less: Imputed interest (14,155 ) Total operating lease liabilities $ 47,095 Lease Portfolio The components of lease cost and supplemental balance sheet information for the Company’s lease portfolio were as follows (in thousands, except term and discount rate amounts): YEAR ENDED DECEMBER 31, 2020 2019 Lease cost: Operating lease cost $ 12,607 $ 3,667 Variable lease cost 1,164 619 Short-term lease cost 21 112 $ 13,792 $ 4,398 DECEMBER 31, 2020 2019 Operating leases: Assets: Operating lease right-of-use assets $ 48,360 $ 43,050 Liabilities: Current portion of operating lease liabilities $ 8,210 $ 9,444 Operating lease liabilities, net of current portion 38,885 32,887 Total operating lease liabilities $ 47,095 $ 42,331 Other information: Weighted-average remaining lease term (in years) 6.7 7.9 Weighted-average discount rate% 7.2 % 8.2 % Supplemental cash flow information related to the Company’s operating leases was as follows (in thousands): YEAR ENDED DECEMBER 31, 2020 2019 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 11,903 $ 5,161 Lease assets obtained in exchange for lease obligations: Operating leases $ 17,049 $ 43,326 |
License and Collaboration Agree
License and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Research And Development [Abstract] | |
License and Collaboration Agreements | 12. 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 includes 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. The 2017 Roche Agreement has a term that ends upon the earlier to occur of (i) the completion of all work under the research plan or (ii) two years after the effective date of the agreement. The collaboration term is subject to Roche’s right to extend the collaboration term for up to two additional one-year periods. Roche has the right to terminate the agreement, in whole or on a workstream-by-workstream 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 agreement, the Company received an upfront payment of $5.0 million as a technology access fee and is entitled to (i) payments of up to $1.0 million, in two tranches of $0.5 million, as reimbursement for the Company’s research costs; (ii) milestone payments of up to $7.0 million upon the achievement of specified development milestones; and (iii) annual maintenance fees ranging from $0.5 million to $0.9 million for each year following the fifth anniversary of the effective date, subject to specified prepayment discounts. The Company assessed its accounting for the 2017 Roche Agreement under ASC 606 as the transactions underlying the agreement were deemed to be transactions with a customer. The Company identified the following promises under the 2017 Roche Agreement: (i) a non-exclusive license granted to Roche to perform research related to and use the Company’s Cell Squeeze technology for gene editing of immune cells; (ii) specified research and development services related to gene editing of immune cells through the research term; (iii) manufacturing activities to support the specified research plan; and (iv) participation on a JRC. The annual maintenance fees described above were determined by the Company to be optional renewal payments. The Company concluded that each of the promises under the agreement was not distinct from the other promises in the arrangement. The research license was determined to not be distinct from the research and manufacturing activities primarily as a result of Roche being unable to benefit on its own or with other resources reasonably available in the marketplace because the license to the Company’s intellectual property requires significant specialized capabilities in order to be further developed, the research services necessary to develop the product are highly specialized, and the Company’s proprietary Cell Squeeze technology is a key capability of that development. The research and manufacturing services were determined not to be distinct because the promise under the agreement is to complete research and development, inclusive of the manufacturing. In addition, the Company determined that the impact of participation on the JRC was insignificant and had an immaterial impact on the accounting model. As such, the Company concluded that the first three promises should be combined into a single performance obligation. Based on these assessments, the Company identified one distinct performance obligation at the outset of the 2017 Roche Agreement. As of entering into the 2017 Roche Agreement, the Company assessed whether the 2017 Roche Agreement was, for accounting purposes, a modification of the 2015 Roche Agreement or a separate contract and concluded that it was a separate contract because (i) the programs under the 2017 Roche Agreement were entirely new and distinct and are separate from programs under the 2015 Roche Agreement, (ii) the 2017 Roche Agreement and 2015 Roche Agreement were not negotiated together as a package with a single commercial objective and (iii) the amount of consideration paid under the 2017 Roche Agreement and 2015 Roche Agreement are not dependent on the price or performance under the other agreement. In addition, the Company determined that the upfront payment of $5.0 million as well as the expected reimbursable costs of $1.0 million constituted the entirety of the consideration to be included in the transaction price. The potential milestone payments that the Company may be eligible to receive were initially excluded from the transaction price of the arrangement as all development milestone payments did not meet the criteria for inclusion using the most-likely-amount method. The Company reevaluates the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, the Company will adjust its estimate of the transaction price. The Company received the upfront payment of $5.0 million in April 2017 upon execution of the agreement. The Company also received the payments of $0.5 million in each of 2017 and 2018 related to its reimbursable research costs. In addition, during the third quarter of 2018, the Company received a payment of $2.0 million following the achievement of the first development milestone under the agreement related to Roche’s validation of preclinical proof of concept. This amount was added to the Company’s estimate of the transaction price as of the second quarter of 2018, when the Company determined that achievement of the milestone was “most likely” and that it was probable that a significant reversal in the amount of cumulative revenue recognized would not occur, and as a result, the Company recorded a cumulative catch-up adjustment to collaboration revenue of $1.1 million during the year ended December 31, 2018. The Company recognizes revenue associated with the performance obligation 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 the 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 the performance obligation. The amounts received from Roche 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 the performance obligation is satisfied. During the years ended December 31, 2020 and 2019, there were no significant changes in the total estimated costs expected to be incurred to satisfy the performance obligation under the 2017 Roche Agreement and the Company recognized revenue of $0.5 million and $0.7 million, respectively, under the 2017 Roche Agreement. As of December 31, 2020 and 2019, the Company recorded as a contract liability deferred revenue related to the 2017 Roche Agreement of $1.2 million and $1.7 million, respectively, of which $0.8 million and $0.7 million, respectively, were current liabilities. As of December 31, 2020 and 2019, the research and development services related to the performance obligation were expected to be performed over a remaining period of approximately 1.5 years and 2.5 years, respectively. 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, 2020 and 2019 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”). As of entering into the 2018 Roche Agreement, the Company assessed whether the 2018 Roche Agreement was, for accounting purposes, a modification of the two prior Roche agreements or a separate contract and concluded that it was a modification of the 2015 Roche Agreement. At the termination of the 2015 Roche Agreement, all deliverables were submitted to Roche for review, and as such, the Company completed all of its obligations under the 2015 Roche Agreement. Because the obligations under the 2015 Roche Agreement were completed at its termination and all arrangement consideration had been recognized as revenue, the accounting treatment as a modification determined by the Company would result in the same measurement and recognition patterns as would a separate contract. Further, the Company concluded that the 2018 Roche Agreement was a separate contract from the 2017 Roche Agreement because (i) the Company contracted to provide distinct goods and services associated with its gene editing platform to discover new targets in cancer immunotherapy, (ii) the 2018 Roche Agreement and 2017 Roche Agreement were not negotiated together as a package with a single commercial objective and (iii) the amount of consideration paid under the 2018 Roche Agreement and 2017 Roche Agreement are not dependent on the price or performance under the other agreement. In addition, the Company determined that the upfront payment of $45.0 million as well as the reimbursable costs of $10.8 million estimated by the Company constituted the entirety of the consideration to be included in the transaction price. This transaction price of $55.8 million was initially allocated to the three performance obligations based on the relative standalone selling price of each obligation. The potential milestone payments that the Company may be eligible to receive were excluded from the transaction price at the outset of the arrangement because (i) all development and regulatory milestone payments did not meet the criteria for inclusion using the most-likely-amount method and (ii) the Company recognizes as revenue sales-based royalties and milestone payments at the later of the occurrence of the related sales or the date upon which the performance obligation has been satisfied because the Company believes that the license is the predominant item to which the royalties relate and has applied the sales-based royalty exception. The Company reevaluates the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, the Company will adjust its estimate of the transaction price. The Company determined the standalone selling price of each performance obligation under the 2018 Roche Agreement based on its estimate of its costs to be incurred to fulfil the research, development and manufacturing obligations associated with each of the three performance obligations, plus a reasonable margin. During the first quarter of 2019, the Company became entitled to receive a payment of $10.0 million upon the achievement of the first development milestone under the 2018 Roche Agreement, which was related to submission by the Company of preclinical data to the FDA. The $10.0 million amount was added to the Company’s estimate of the transaction price as of the first quarter of 2019, when the Company determined that achievement of the milestone was “most likely” and that it was probable that a significant reversal in the amount of cumulative revenue recognized would not occur, and, as a result, the Company recorded a cumulative catch-up adjustment to collaboration revenue of $1.1 million during the year ended December 31, 2019. In October 2019, the Company received clearance from the FDA for its investigational new drug application (“IND”) for its lead clinical program under the 2018 Roche Agreement. As a result of this IND clearance and progress made toward beginning clinical trials, the Company concluded as of December 31, 2019 that the achievement in the first quarter of 2020 of a milestone resulting in receipt of a payment of $20.0 million due upon first-patient dosing in a Phase 1 clinical trial under the 2018 Roche Agreement was “most likely” and that it was probable that a significant reversal in the amount of cumulative revenue recognized would not occur. The Company therefore included the $20.0 million payment in the estimate of the transaction price for the 2018 Roche Agreement in the fourth quarter of 2019 and recorded a cumulative catch-up adjustment to collaboration revenue of $5.0 million during the year ended December 31, 2019. In March 2020, the Company received the $20.0 million milestone payment from Roche. 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. Consequently, in the fourth quarter of 2019, the Company reclassified $5.3 million of its current deferred revenue to non-current deferred revenue in its consolidated balance sheet, and such non-current deferred revenue will remain unrecognized as revenue until TCL research activities resume or the 2018 Roche Agreement is modified by the Company and Roche. The Company separately recognizes revenue associated with each of the three 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, 2020, the total estimated costs expected to be incurred to satisfy the performance obligations under the 2018 Roche Agreement increased by $7.3 million. During the year ended December 31, 2019, the total estimated costs expected to be incurred to satisfy the performance obligations increased by $21.0 million. The Company recognized revenue of $20.5 million and $18.6 million during the years ended December 31, 2020 and 2019, respectively, under the 2018 Roche Agreement. As of December 31, 2020 and 2019 the Company recorded as a contract liability deferred revenue related to the 2018 Roche Agreement of $44.0 million and $38.7 million, respectively, of which $24.7 million and $17.9 million, respectively, were current liabilities. As of December 31, 2020, the research and development services related to the performance obligations were expected to be performed over remaining periods ranging from 1.0 years to 1.5 years. As of December 31, 2019, the research and development services related to the first and second performance obligations were expected to be performed over remaining periods ranging from 1.8 years to 2.0 years. As of December 31, 2020, the expected remaining period of performance of the Company’s research and development services related to the third performance obligation was not determinable, and it will not become determinable until TCL research activities resume, or the 2018 Roche Agreement is modified by the Company and Roche. 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 DECEMBER 31, 2020 2019 Balance at beginning of period $ 40,453 $ 45,598 Deferral of revenue 25,746 14,173 Recognition of deferred revenue (20,998 ) (19,318 ) Balance at end of period $ 45,201 $ 40,453 During the years ended December 31, 2020 and 2019, the Company recognized revenue of $16.3 million and $10.1 million, respectively, related to deferred revenue that was recorded as a contract liability at the beginning of each respective year. |
Research Funding Agreements wit
Research Funding Agreements with Government Agencies | 12 Months Ended |
Dec. 31, 2020 | |
Research And Development [Abstract] | |
Research Funding Agreements with Government Agencies | 13. Research Funding Agreements with Government Agencies Through October 2020, the Company generated revenue from government contracts with the National Institutes of Health (“NIH”) and the National Science Foundation (“NSF”), which reimbursed the Company for certain allowable costs for funded projects. The Company’s contracts with the NIH and NSF were awarded to support specified research projects. Amounts received from these government agencies were based on a budget submitted by the Company to the agencies, and such budgets were approved in advance by the agencies. The Company was reimbursed for allowable costs upon receipt by the agencies of the supporting information for the costs incurred. The term for work to be performed under the government contracts expired in October 2020. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | 14. Related Parties In October 2015, the Company entered into a consulting agreement with Klavs Jensen, Ph.D., a member of the Company’s board of directors. The director had agreed to perform consulting and advisory services as specified in the agreement in exchange for consulting fees, and the Company could terminate the consulting agreement for any reason. Effective as of October 1, 2019, the consulting agreement with the director was terminated. During the year ended December 31, 2019, the Company paid less than $0.1 million to the director under the terms of the consulting agreement and recorded general and administrative expenses of $0.1 million related to this consulting agreement. As of December 31, 2020 and 2019, there were no amounts due to the related party under this consulting agreement. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 15. 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 DECEMBER 31, 2020 2019 Numerator: Net loss $ (50,521 ) $ (32,202 ) Denominator: Weighted-average common shares outstanding, basic and diluted 5,401,895 1,704,509 Net loss per share attributable to common stockholders, basic and diluted $ (9.35 ) $ (18.89 ) The Company’s potential dilutive securities, which include convertible preferred stock, a warrant to purchase common stock, and 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 DECEMBER 31, 2020 2019 Convertible preferred stock (as converted to common stock) — 14,604,043 Warrant to purchase common stock — 2,038 Stock options to purchase common stock 4,039,894 3,139,649 4,039,894 17,745,730 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events Issuance and Sale of Common Stock On February 17, 2021, the Company completed a public offering, pursuant to which it issued and sold 3,000,000 shares of its common stock. The aggregate net proceeds received by the Company from the public offering were approximately $56.4 million, after deducting underwriting discounts and commissions, but before deducting offering costs payable by the Company, which are estimated to be $0.8 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As of December 31, 2020 and 2019 all of the Company’s accounts receivable were related to its collaboration agreements with Roche (see Note 12). 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, either as a reduction of the carrying value of the preferred stock or in stockholder’s equity (deficit) 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. There were no deferred offering costs as of December 31, 2020 and 2019. |
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, 2020 and 2019 the Company had no allowance for doubtful accounts. During the years ended December 31, 2020 and 2019 the Company did not record any provisions for doubtful accounts and did not write off any accounts receivable balances. |
Restricted Cash | Restricted Cash As of December 31, 2020 and 2019 the Company maintained letters of credit totaling $2.3 million for the benefit of the landlords 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, 2020 and 2019 based on the release dates of the restrictions on this cash. As of December 31, 2020 and 2019 the cash, cash equivalents and restricted cash of $172.7 million and $41.6 million, respectively, presented in the consolidated statements of cash flows included cash and cash equivalents of $170.4 million and $39.3 million, respectively, and restricted cash of $2.3 million for each of the years ended December 31, 2020 and 2019. |
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 not recognize any impairment losses on long-lived assets during the years ended December 31, 2020 and 2019. |
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 and marketable securities 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. |
Marketable Securities | Marketable Securities The Company’s marketable debt securities are classified as available-for-sale and are carried at fair value, with unrealized gains and losses reported, net of tax, as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). Realized gains and losses and declines in value determined to be other-than-temporary are based on the specific identification method and are included as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. Unrealized gains and losses recognized in other comprehensive income (loss) were immaterial for the years ended December 31, 2020 and 2019. Realized gains or losses recognized in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2020 and 2019 were also immaterial. The Company evaluates its marketable securities with unrealized losses for other-than-temporary impairment. When assessing marketable securities for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge to the consolidated statement of operations and comprehensive loss. No such adjustments were necessary during the periods presented. |
Leases | Leases Prior to January 1, 2019, the Company accounted for leases under Accounting Standards Codification (“ASC”) 840, Leases The Company adopted ASC 842, Leases , 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. The incremental borrowing rate at January 1, 2019 (the Company’s adoption date of ASC 842) was used to calculate the present value of the Company’s lease portfolio as of that date. 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. In connection with its adoption of ASC 842, the Company did not reassess (i) whether any expired or existing contracts contained leases, (ii) the lease classification for any expired or existing leases and (iii) any initial direct costs for any existing leases. 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. Subsequent to the Company’s adoption of ASC 842 as of January 1, 2019, 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. |
Revenue Recognition for Government Grants | Revenue Recognition for Government Grants The Company generates revenue from government contracts that reimburse the Company for certain allowable costs for funded projects. For contracts with government agencies where the funding arrangement is considered central to the Company’s ongoing operations, the Company classifies the recognized funding received as revenue. Revenue from government grants is recognized as the qualifying expenses related to the contracts are incurred, provided that there is reasonable assurance of recoverability. The Company submits a budget, which outlines the expected project costs, to the funding government agency on a periodic basis. If the government agency approves the project proposed by the Company, the government agency funds the project upon receipt of the support for the costs incurred. Revenue recognized upon incurring qualifying expenses in advance of receipt of funding is recorded as unbilled receivables, a component of prepaid expenses and other current assets, in the consolidated balance sheet. The related costs incurred by the Company are included in research and development expense in the Company’s consolidated statements of operations and comprehensive loss. |
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. |
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 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. Following the Company’s adoption of ASU 2018-07, Compensation—Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting 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 (deficit) that result from transactions and economic events other than those with stockholders. For the years ended December 31, 2020 and 2019, the Company’s only element of other comprehensive income (loss) was unrealized gains (losses) on marketable securities. |
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 attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) attributable to common stockholders 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’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for each of the years ended December 31, 2020 and 2019. |
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 Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases (Topic 842) Upon its adoption of ASC 842, the Company recognized right-of-use assets of $2.7 million and operating lease liabilities of $4.2 million for all leases with lease terms of more than 12 months. At that time, the remaining deferred rent was removed from the consolidated balance sheet as part of the initial recording of the right-of-use asset. There was no impact to accumulated deficit upon the Company’s adoption on the new lease guidance. Upon its adoption of ASC 842, the Company elected to apply the package of practical expedients permitted under the transition guidance to its entire lease portfolio as of January 1, 2019. As a result, the Company was not required to reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) whether the initial direct costs for any existing leases met the new definition of initial direct costs at the initial application date. In addition, the Company elected not to recognize a right-of-use asset or lease liability for any lease that, at commencement date, has a lease term of 12 months or fewer and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company’s future commitments under lease obligations and additional disclosures are summarized in Note 11. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement Topic 820 Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement |
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 Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief , In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 Collaborative Arrangements In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 |
Marketable Securities and Fai_2
Marketable Securities and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of marketable securities by security type | Marketable securities by security type as of December 31, 2019 consisted of the following (in thousands): DECEMBER 31, 2019 AMORTIZED COST GROSS UNREALIZED GAINS GROSS UNREALIZED LOSSES FAIR VALUE U.S. government agency bonds $ 44,028 $ 24 $ — $ 44,052 U.S. Treasury bills 14,969 6 — 14,975 $ 58,997 $ 30 $ — $ 59,027 |
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 DECEMBER 31, 2020 USING: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Cash equivalents: Money market funds $ 170,097 $ - $ - $ 170,097 $ 170,097 $ - $ - $ 170,097 FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2019 USING: LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Cash equivalents: Money market funds $ 37,071 $ — $ — $ 37,071 Marketable securities: U.S. government agency bonds — 44,052 — 44,052 U.S. Treasury bills — 14,975 — 14,975 $ 37,071 $ 59,027 $ — $ 96,098 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Prepaid expenses $ 4,032 $ 1,452 Unbilled and other receivables 548 4 Interest receivable 2 206 $ 4,582 $ 1,662 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment Net [Abstract] | |
Summary of property and equipment, net | Property and equipment, net consisted of the following (in thousands): DECEMBER 31, 2020 2019 Machinery and equipment $ 6,139 $ 5,655 Leasehold improvements 579 2,650 Furniture and fixtures $ 459 353 $ 7,177 8,658 Less: Accumulated depreciation and amortization (3,532 ) (3,495 ) $ 3,645 $ 5,163 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Summary of accrued expenses | Accrued expenses consisted of the following (in thousands): DECEMBER 31, 2020 2019 Accrued external research, development and manufacturing costs $ 3,085 $ 3,220 Accrued employee compensation and benefits 2,682 1,878 Accrued licensing fees (Note 10) 743 697 Other 848 1,266 $ 7,358 $ 7,061 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity [Abstract] | |
Summary of preferred stock | The Company therefore had no preferred stock outstanding as of December 31, 2020. DECEMBER 31, 2019 SHARES AUTHORIZED ISSUED AND OUTSTANDING CARRYING VALUE LIQUIDATION PREFERENCE COMMON STOCK ISSUABLE UPON CONVERSION Series Seed 350,858 350,858 $ 975 $ 1,000 369,452 Series A 1,490,035 1,490,035 6,469 5,081 1,569,001 Series B 4,155,758 4,155,758 27,854 24,061 4,375,999 Series C 6,010,140 6,010,140 71,103 71,253 6,328,657 Series D 4,664,011 1,862,236 25,708 25,953 1,960,934 16,670,802 13,869,027 $ 132,109 $ 127,348 14,604,043 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [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 DECEMBER 31, 2020 2019 Fair value of common stock $ 7.70 $ 6.49 Expected term (years) 6.0 6.0 Expected volatility 73.3 % 69.3 % Risk-free interest rate 0.60 % 2.15 % Expected annual dividend yield 0 % 0 % |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 31, 2019: NUMBER OF SHARES WEIGHTED- AVERAGE EXERCISE PRICE WEIGHTED- AVERAGE REMAINING CONTRACTUAL TERM INTRINSIC VALUE (in years) (in thousands) Outstanding at December 31, 2019 3,139,649 $ 4.20 8.69 $ 11,303 Granted 1,810,511 12.07 Exercised (164,945 ) 2.58 Forfeited or canceled (745,321 ) 4.73 Outstanding at December 31, 2020 4,039,894 $ 7.69 8.41 $ 85,993 Vested and expected to vest at December 31, 2020 4,039,894 $ 7.69 8.41 $ 85,993 Options exercisable at December 31, 2020 1,339,851 $ 3.84 7.00 $ 33,687 |
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 DECEMBER 31, 2020 2019 Research and development expenses $ 1,243 $ 718 General and administrative expenses 2,359 1,390 $ 3,602 $ 2,108 |
Income Taxes (Table)
Income Taxes (Table) | 12 Months Ended |
Dec. 31, 2020 | |
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 DECEMBER 31, 2020 2019 Federal statutory income tax rate (21.0 )% (21.0 )% State income taxes, net of federal benefit (6.3 ) (6.4 ) Federal and state research and development tax credits (5.4 ) (8.0 ) Change in deferred tax rate 0.2 — Other (0.2 ) 0.3 Change in deferred tax asset valuation allowance 32.7 35.1 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, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 20,032 $ 9,082 Research and development tax credit carryforwards 9,310 6,368 Deferred revenue 11,519 9,895 Accrued expenses 764 — Operating lease liabilities 12,791 11,590 Stock-based compensation 816 603 Other 311 286 Total deferred tax assets 55,543 37,824 Deferred tax liabilities: Depreciation (515 ) (703 ) Operating lease right-of-use assets (13,134 ) (11,785 ) Total deferred tax liabilities (13,649 ) (12,488 ) Valuation allowance (41,894 ) (25,336 ) Net deferred tax assets $ — $ — |
Summary of Valuation Allowance | For the years ended December 31, 2020 and 2019, the valuation allowance increased primarily due to increases in NOL carryforwards and research and development tax credit carryforwards as well as the increase in deferred revenue in 2019, and was as follows (in thousands): YEAR ENDED DECEMBER 31, 2020 2019 Valuation allowance at beginning of year $ (25,336 ) $ (14,051 ) Increases recorded to income tax provision (16,558 ) (11,285 ) Valuation allowance at end of year $ (41,894 ) $ (25,336 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 were as follows (in thousands): YEAR ENDING DECEMBER 31, 2021 $ 11,217 2022 12,715 2023 9,948 2024 4,297 2025 4,426 Thereafter 18,647 Total lease payments 61,250 Less: Imputed interest (14,155 ) Total operating lease liabilities $ 47,095 |
Disclosure Of Components Of Lease Cost And Balance Sheet Details Related To Leases [Table Text Block] | The components of lease cost and supplemental balance sheet information for the Company’s lease portfolio were as follows (in thousands, except term and discount rate amounts): YEAR ENDED DECEMBER 31, 2020 2019 Lease cost: Operating lease cost $ 12,607 $ 3,667 Variable lease cost 1,164 619 Short-term lease cost 21 112 $ 13,792 $ 4,398 DECEMBER 31, 2020 2019 Operating leases: Assets: Operating lease right-of-use assets $ 48,360 $ 43,050 Liabilities: Current portion of operating lease liabilities $ 8,210 $ 9,444 Operating lease liabilities, net of current portion 38,885 32,887 Total operating lease liabilities $ 47,095 $ 42,331 Other information: Weighted-average remaining lease term (in years) 6.7 7.9 Weighted-average discount rate% 7.2 % 8.2 % |
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 DECEMBER 31, 2020 2019 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 11,903 $ 5,161 Lease assets obtained in exchange for lease obligations: Operating leases $ 17,049 $ 43,326 |
License and Collaboration Agr_2
License and Collaboration Agreements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 DECEMBER 31, 2020 2019 Balance at beginning of period $ 40,453 $ 45,598 Deferral of revenue 25,746 14,173 Recognition of deferred revenue (20,998 ) (19,318 ) Balance at end of period $ 45,201 $ 40,453 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 DECEMBER 31, 2020 2019 Numerator: Net loss $ (50,521 ) $ (32,202 ) Denominator: Weighted-average common shares outstanding, basic and diluted 5,401,895 1,704,509 Net loss per share attributable to common stockholders, basic and diluted $ (9.35 ) $ (18.89 ) |
Summary of potentially dilutive shares excluded from the calculation of diluted net loss | The Company’s potential dilutive securities, which include convertible preferred stock, a warrant to purchase common stock, and 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 DECEMBER 31, 2020 2019 Convertible preferred stock (as converted to common stock) — 14,604,043 Warrant to purchase common stock — 2,038 Stock options to purchase common stock 4,039,894 3,139,649 4,039,894 17,745,730 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Detail) $ in Thousands | Feb. 17, 2021USD ($)shares | Nov. 12, 2020USD ($)shares | Nov. 03, 2020USD ($)shares | Oct. 23, 2020 | Feb. 28, 2021USD ($) | Nov. 30, 2020shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Stock split ratio | 1.0530 | |||||||
Common stock shares issued upon conversion | shares | 17,800,084 | |||||||
Income (loss) from continuing operations | $ 50,500 | |||||||
Accumulated deficit | 126,769 | $ 76,248 | ||||||
Proceeds from issuance of convertible preferred stock, net of issuance costs paid in the period | $ 42,248 | $ 25,953 | ||||||
Subsequent Event [Member] | ||||||||
Proceeds from issuance of convertible preferred stock, net of issuance costs paid in the period | $ 56,400 | |||||||
Initial Public Offering [Member] | ||||||||
Issuance of common stock (Shares) | shares | 4,411,765 | |||||||
Proceeds from initial public offer net of underwriting discounts and before payment of offering costs | $ 75,500 | |||||||
Offering costs payable | $ 2,600 | |||||||
Common stock shares issued upon conversion | shares | 17,800,084 | |||||||
Initial Public Offering [Member] | Subsequent Event [Member] | ||||||||
Issuance of common stock (Shares) | shares | 3,000,000 | |||||||
Proceeds from initial public offer net of underwriting discounts and before payment of offering costs | $ 56,400 | |||||||
Offering costs payable | $ 800 | |||||||
Over-Allotment Option [Member] | ||||||||
Issuance of common stock (Shares) | shares | 661,764 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2017 | |
Summary of Significant Accounting Policies [Line Items] | ||||
Deferred offering costs | $ 0 | $ 0 | ||
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 | |||
Cash and cash equivalents, at carrying value | 170,357,000 | 39,255,000 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 172,662,000 | 41,574,000 | $ 61,875,000 | |
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 | 50.00% | |||
Decrease to accumulated deficit | $ (400,000) | |||
Operating lease right-of-use assets | $ 48,360,000 | 43,050,000 | ||
Operating lease, liability | 47,095,000 | $ 42,331,000 | ||
Accounting Standards Update 2016-02 [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Operating lease right-of-use assets | 2,700,000 | |||
Operating lease, liability | $ 4,200,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Property Plant and Equipment Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
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 |
Marketable Securities and Fai_3
Marketable Securities and Fair Value Measurements - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Disclosures [Abstract] | ||
Marketable Securities | $ 0 | |
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 |
Marketable Securities and Fai_4
Marketable Securities and Fair Value Measurements - Summary of Marketable Securities by Security Type (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 58,997 |
Gross Unrealized Gains | 30 |
Fair Value | 59,027 |
U.S. Government Agency Bonds [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 44,028 |
Gross Unrealized Gains | 24 |
Fair Value | 44,052 |
U.S. Treasury Bills [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 14,969 |
Gross Unrealized Gains | 6 |
Fair Value | $ 14,975 |
Marketable Securities and Fai_5
Marketable Securities and Fair Value Measurements - Summary of Fair Value Hierarchy for Assets and Liabilities (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Assets, fair value disclosure | $ 170,097 | $ 96,098 |
Level 1 [Member] | ||
Assets: | ||
Assets, fair value disclosure | 170,097 | 37,071 |
Level 2 [Member] | ||
Assets: | ||
Assets, fair value disclosure | 59,027 | |
Money Market Funds [Member] | Cash equivalents [Member] | ||
Assets: | ||
Assets, fair value disclosure | 170,097 | 37,071 |
Money Market Funds [Member] | Cash equivalents [Member] | Level 1 [Member] | ||
Assets: | ||
Assets, fair value disclosure | $ 170,097 | 37,071 |
U.S. Government Agency Bonds [Member] | Marketable securities [Member] | ||
Assets: | ||
Assets, fair value disclosure | 44,052 | |
U.S. Government Agency Bonds [Member] | Marketable securities [Member] | Level 2 [Member] | ||
Assets: | ||
Assets, fair value disclosure | 44,052 | |
U.S. Treasury Bills [Member] | Marketable securities [Member] | ||
Assets: | ||
Assets, fair value disclosure | 14,975 | |
U.S. Treasury Bills [Member] | Marketable securities [Member] | Level 2 [Member] | ||
Assets: | ||
Assets, fair value disclosure | $ 14,975 |
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, 2020 | Dec. 31, 2019 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 4,032 | $ 1,452 |
Unbilled and other receivables | 548 | 4 |
Interest receivable | 2 | 206 |
Total prepaid expenses and other current assets | $ 4,582 | $ 1,662 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment Net [Abstract] | ||
Machinery and equipment | $ 6,139 | $ 5,655 |
Leasehold improvements | 579 | 2,650 |
Furniture and fixtures | 459 | 353 |
Total property and equipment, gross | 7,177 | 8,658 |
Less: Accumulated depreciation and amortization | (3,532) | (3,495) |
Total property and equipment, net | $ 3,645 | $ 5,163 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 1,342 | $ 1,384 | |
Leasehold improvements | 579 | 2,650 | |
Accumulated depreciation related to those leasehold improvements | 3,532 | 3,495 | |
Property and equipment, net | 3,645 | $ 5,163 | |
Gain loss on termination of lease | $ (108) | ||
2016 Lease [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Leasehold improvements | $ 2,700 | ||
Accumulated depreciation related to those leasehold improvements | 1,300 | ||
Gain loss on termination of lease | 100 | ||
2016 Lease [Member] | Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 1,400 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued external research, development and manufacturing costs | $ 3,085 | $ 3,220 |
Accrued employee compensation and benefits | 2,682 | 1,878 |
Accrued licensing fees (Note 10) | 743 | 697 |
Other | 848 | 1,266 |
Total accrued expenses | $ 7,358 | $ 7,061 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||
Nov. 30, 2020 | Jun. 30, 2020 | May 31, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Oct. 31, 2018 | May 31, 2018 | Nov. 30, 2016 | Dec. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2020 | Dec. 31, 2019 | |
Temporary Equity [Line Items] | ||||||||||||
Proceeds from issuance of convertible preferred stock, net of issuance costs paid in the period | $ 42,248 | $ 25,953 | ||||||||||
Common stock shares issued upon conversion | 17,800,084 | |||||||||||
Temporary equity, shares outstanding | 0 | 13,869,027 | ||||||||||
Series Seed Convertible Preferred Stock [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Issuance of Series D convertible preferred stock, net of issuance costs (Shares) | 350,858 | |||||||||||
Share price | $ 2.85 | |||||||||||
Proceeds from issuance of convertible preferred stock, net of issuance costs paid in the period | $ 1,000 | |||||||||||
Temporary equity, shares outstanding | 350,858 | |||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Issuance of Series D convertible preferred stock, net of issuance costs (Shares) | 4,155,758 | 1,490,035 | ||||||||||
Share price | $ 5.79 | $ 3.41 | ||||||||||
Proceeds from issuance of convertible preferred stock, net of issuance costs paid in the period | $ 24,100 | $ 5,100 | ||||||||||
Temporary equity, shares outstanding | 1,490,035 | |||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Issuance of Series D convertible preferred stock, net of issuance costs (Shares) | 1,656,018 | 4,094,794 | ||||||||||
Share price | $ 11.8555 | $ 11.8555 | ||||||||||
Proceeds from issuance of convertible preferred stock, net of issuance costs paid in the period | $ 19,600 | $ 48,600 | ||||||||||
Shares issued on convertible promissory note | 259,328 | |||||||||||
Shares issued on convertible promissory note | $ 3,100 | |||||||||||
Issuance costs | $ 200 | |||||||||||
Temporary equity, shares outstanding | 6,010,140 | |||||||||||
Series A Convertible Preferred Stock [Member] | Maximum [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Issuance of Series D convertible preferred stock, net of issuance costs (Shares) | 4,354,122 | |||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Issuance of Series D convertible preferred stock, net of issuance costs (Shares) | 1,940,945 | 1,940,945 | 1,094,247 | 1,094,247 | 1,862,236 | |||||||
Share price | $ 13.9365 | $ 13.9365 | $ 13.9365 | $ 13.9365 | $ 13.9365 | |||||||
Proceeds from issuance of convertible preferred stock, net of issuance costs paid in the period | $ 27,000 | $ 27,000 | $ 15,200 | $ 15,200 | $ 26,000 | |||||||
Issuance costs | $ 100 | $ 100 | $ 200 | $ 56 | $ 245 | |||||||
Temporary equity, shares outstanding | 1,862,236 |
Preferred Stock - Summary of Pr
Preferred Stock - Summary of Preferred Stock (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||
Shares Authorized | 0 | 16,670,802 |
Shares issued | 0 | 13,869,027 |
Carrying Amount | $ 132,109 | |
Liquidation Preference | $ 127,348 | |
Common stock issuable upon conversion | 14,604,043 | |
Shares outstanding | 0 | 13,869,027 |
Series Seed | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 350,858 | |
Shares issued | 350,858 | |
Carrying Amount | $ 975 | |
Liquidation Preference | $ 1,000 | |
Common stock issuable upon conversion | 369,452 | |
Shares outstanding | 350,858 | |
Series A | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 1,490,035 | |
Shares issued | 1,490,035 | |
Carrying Amount | $ 6,469 | |
Liquidation Preference | $ 5,081 | |
Common stock issuable upon conversion | 1,569,001 | |
Shares outstanding | 1,490,035 | |
Series B | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 4,155,758 | |
Shares issued | 4,155,758 | |
Carrying Amount | $ 27,854 | |
Liquidation Preference | $ 24,061 | |
Common stock issuable upon conversion | 4,375,999 | |
Shares outstanding | 4,155,758 | |
Series C | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 6,010,140 | |
Shares issued | 6,010,140 | |
Carrying Amount | $ 71,103 | |
Liquidation Preference | $ 71,253 | |
Common stock issuable upon conversion | 6,328,657 | |
Shares outstanding | 6,010,140 | |
Series D | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 4,664,011 | |
Shares issued | 1,862,236 | |
Carrying Amount | $ 25,708 | |
Liquidation Preference | $ 25,953 | |
Common stock issuable upon conversion | 1,960,934 | |
Shares outstanding | 1,862,236 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Oct. 20, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Stockbased Compensation [Line Items] | |||
Expected annual dividend yield | 0.00% | 0.00% | |
Weighted-average grant-date fair value of stock options granted | $ 7.70 | $ 4.37 | |
Share based payments aggregate intrinsic value of stock options exercised | $ 4.4 | $ 0.3 | |
Unrecognized compensation expense related to unvested stock based awards | $ 16.1 | ||
Unrecognized compensation expense expected period for recognition | 2 years 10 months 24 days | ||
2020 Incentive Award Plan [Member] | |||
Stockbased Compensation [Line Items] | |||
Common stock shares reserved for future issuance | 2,690,415 | 2,079,230 | |
2020 Incentive Award Plan [Member] | Maximum [Member] | |||
Stockbased Compensation [Line Items] | |||
Percentage of aggregate number of shares of common stock outstanding | 5.00% | ||
2020 Employee Stock Purchase Plan [Member] | |||
Stockbased Compensation [Line Items] | |||
Common stock shares reserved for future issuance | 275,886 | 0 | |
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 | 1.00% |
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, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract] | ||
Fair value of common stock | $ 7.70 | $ 6.49 |
Expected term (years) | 6 years | 6 years |
Expected volatility | 73.30% | 69.30% |
Risk-free interest rate | 0.60% | 2.15% |
Expected annual dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number Of Shares - Outstanding at December 31, 2019 | 3,139,649 | |
Granted | 1,810,511 | |
Exercised | (164,945) | |
Forfeited or canceled | (745,321) | |
Number Of Shares - Outstanding at December 31, 2020 | 4,039,894 | 3,139,649 |
Number Of Shares - Vested and expected to vest at December 31, 2020 | 4,039,894 | |
Number Of Shares - Options exercisable at December 31, 2020 | 1,339,851 | |
Weighted Average Exercise price - Outstanding at December 31, 2019 | $ 4.20 | |
Granted | 12.07 | |
Exercised | 2.58 | |
Forfeited or canceled | 4.73 | |
Weighted Average Exercise price - Outstanding at December 31, 2020 | 7.69 | $ 4.20 |
Weighted Average Exercise price - Vested and expected to vest at December 31, 2020 | 7.69 | |
Weighted Average Exercise price - Options exercisable at December 31, 2020 | $ 3.84 | |
Weighted-Average Remaining Contractual Term | 8 years 4 months 28 days | 8 years 8 months 8 days |
Weighted-Average Remaining Contractual Term - Vested and expected to vest | 8 years 4 months 28 days | |
Weighted-Average Remaining Contractual Term - Options exercisable | 7 years | |
Aggregate Intrinsic Value - Outstanding | $ 85,993 | $ 11,303 |
Aggregate Intrinsic Value - Vested and expected to vest | 85,993 | |
Aggregate Intrinsic Value - Options exercisable | $ 33,687 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 3,602 | $ 2,108 |
Research and Development Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 1,243 | 718 |
General and Administrative Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 2,359 | $ 1,390 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Mar. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Line Items] | |||
Income tax benefits | $ 0 | $ 0 | |
Miniumum ownership percentage to be maintanied by the existing owners | 50.00% | ||
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 | |
Annual Limitation On Deduction Rolled Back | Covid Nineteen | |||
Income Tax Disclosure [Line Items] | |||
Percentage of net operating loss carryforwards eligible for deduction | 80.00% | ||
Domestic Tax Authority [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | $ 73,700,000 | ||
Domestic Tax Authority [Member] | Maximum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Percentage of net operating loss carryforwards eligible for deduction | 80.00% | ||
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 | 62,400,000 | ||
State and Local Jurisdiction [Member] | |||
Income Tax Disclosure [Line Items] | |||
Research and development tax credit forwards | 71,900,000 | ||
State and Local Jurisdiction [Member] | Research [Member] | Tax Year 2035 | |||
Income Tax Disclosure [Line Items] | |||
Research and development tax credit forwards | 6,300,000 | ||
State and Local Jurisdiction [Member] | Research [Member] | Tax Year 2034 and 2029 | |||
Income Tax Disclosure [Line Items] | |||
Research and development tax credit forwards | $ 3,800,000 |
Income Taxes - A reconciliation
Income Taxes - A reconciliation of the U.S. federal statutory income tax rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | ||
Federal statutory income tax rate | (21.00%) | (21.00%) |
State income taxes, net of federal benefit | (6.30%) | (6.40%) |
Federal and state research and development tax credits | (5.40%) | (8.00%) |
Change in deferred tax rate | 0.20% | |
Other | (0.20%) | 0.30% |
Change in deferred tax asset valuation allowance | 32.70% | 35.10% |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 20,032 | $ 9,082 | |
Research and development tax credit carryforwards | 9,310 | 6,368 | |
Deferred revenue | 11,519 | 9,895 | |
Accrued expenses | 764 | ||
Operating lease liabilities | 12,791 | 11,590 | |
Stock-based compensation | 816 | 603 | |
Other | 311 | 286 | |
Total deferred tax assets | 55,543 | 37,824 | |
Deferred tax liabilities: | |||
Depreciation | (515) | (703) | |
Operating lease right-of-use assets | (13,134) | (11,785) | |
Total deferred tax liabilities | (13,649) | (12,488) | |
Valuation allowance | $ (41,894) | $ (25,336) | $ (14,051) |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Tax Assets Net Of Valuation Allowance [Abstract] | ||
Valuation allowance at beginning of year | $ (25,336) | $ (14,051) |
Increases recorded to income tax provision | (16,558) | (11,285) |
Valuation allowance at end of year | $ (41,894) | $ (25,336) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Other Commitments [Line Items] | ||
Commitments and contingencies liabilities | ||
Accrued license fees, current | 743 | 697 |
Research and development | 51,545 | 36,102 |
Discretionary contribution by the employer to defined contribution benefit plan | 300 | 300 |
Sublicense Agreement [Member] | ||
Other Commitments [Line Items] | ||
Research and development | 0 | 800 |
Accrued expenses | ||
Other Commitments [Line Items] | ||
Accrued license fees, current | 700 | 700 |
Other liabilities | ||
Other Commitments [Line Items] | ||
Accrued License Fees, Noncurrent | 0 | 700 |
Massachusetts Institute of Technology [Member] | ||
Other Commitments [Line Items] | ||
Annual license maintenance fees | 100 | |
Milestone payment payable | 1,800 | |
Commitments and contingencies liabilities | 700 | 1,400 |
Accrued license fees, current | 700 | 700 |
Massachusetts Institute of Technology [Member] | Regulatory Milestone [Member] | ||
Other Commitments [Line Items] | ||
Milestone payment payable | 1,000 | |
Massachusetts Institute of Technology [Member] | Development Milestone [Member] | ||
Other Commitments [Line Items] | ||
Milestone payment payable | 800 | |
Manufacturing Services Agreements [Member] | ||
Other Commitments [Line Items] | ||
Non cancellable purchase commitements | 0 | 0 |
Erytech [Member] | License Agreement With Erytech [Member] | ||
Other Commitments [Line Items] | ||
Milestone payment payable | 6,000 | |
Research and development | 1,000 | $ 1,000 |
Specified milestone payment payable | $ 50,000 | |
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 | |
Erytech [Member] | License Agreement With Erytech [Member] | Development Milestone [Member] | ||
Other Commitments [Line Items] | ||
Milestone payment payable | $ 1,000 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 01, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Feb. 29, 2020 | Dec. 31, 2019 | Sep. 01, 2019 | Dec. 31, 2018 | Sep. 30, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 |
Lessee, Lease, Description [Line Items] | |||||||||||
Letter of credit outstanding | $ 2,300 | $ 2,300 | $ 2,300 | ||||||||
Cost of construction of leasehold improvements | 2,650 | 579 | 2,650 | ||||||||
Operating lease right-of-use assets | 43,050 | 48,360 | 43,050 | ||||||||
Operating lease liability | 17,049 | 43,326 | |||||||||
Gain (loss) on termination of operating lease | (108) | ||||||||||
Accounting Standards Update 2016-02 [Member] | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Operating lease right-of-use assets | 2,700 | ||||||||||
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 | ||||||||||
Initial annual base rent escalation percentage | 3.00% | ||||||||||
Letter of credit outstanding | $ 2,300 | ||||||||||
Cost of construction of leasehold improvements | 9,800 | ||||||||||
Office Building [Member] | Watertown Massauchets [Member] | Two Thousand And Eighteen Lease Agreement [Member] | Accounting Standards Update 2016-02 [Member] | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Cost of construction of leasehold improvements | $ 9,800 | ||||||||||
Operating lease right-of-use assets | 28,600 | 28,600 | |||||||||
Operating lease liability | 27,600 | ||||||||||
Office Building [Member] | Watertown Massauchets [Member] | Two Thousand And Sixteen Lease Agreement | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Initial annual base rent | $ 900 | ||||||||||
Initial annual base rent escalation percentage | 3.00% | ||||||||||
Cost of construction of leasehold improvements | $ 2,100 | ||||||||||
Increase (decrease) in operating lease right of use assets | $ 2,100 | ||||||||||
Increase (decrease) in leasehold improvements operating lease | 1,400 | ||||||||||
Increase (decrease) in operating lease liability | $ 3,400 | ||||||||||
Gain (loss) on termination of operating lease | $ 100 | ||||||||||
Office Building [Member] | Watertown Massauchets [Member] | Two Thousand And Sixteen Lease Agreement | Accounting Standards Update 2016-02 [Member] | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Cost of construction of leasehold improvements | $ 2,100 | ||||||||||
Operating lease right-of-use assets | $ 2,700 | ||||||||||
Operating lease liability | $ 4,200 | ||||||||||
Machinery and Equipment [Member] | Embedded Lease [Member] | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Operating lease right-of-use assets | $ 48,400 | $ 43,100 | $ 14,700 | 43,100 | |||||||
Operating lease liability | 48,400 | $ 14,700 | $ 43,100 | ||||||||
Operating lease term | 24 months | ||||||||||
Machinery and Equipment [Member] | Embedded Lease [Member] | Embedded Lease Amendment Agreement One [Member] | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Operating lease right-of-use assets | 900 | ||||||||||
Operating lease liability | $ 900 | ||||||||||
Machinery and Equipment [Member] | Embedded Lease [Member] | Embedded Lease Amendment Agreement Two [Member] | |||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||
Operating lease right-of-use assets | $ 16,200 | ||||||||||
Operating lease liability | 16,200 | ||||||||||
Contractual payment obligations | $ 9,900 | ||||||||||
Operating lease date of expiry | Aug. 31, 2022 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum lease Payments for Operating Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 11,217 | |
2022 | 12,715 | |
2023 | 9,948 | |
2024 | 4,297 | |
2025 | 4,426 | |
Thereafter | 18,647 | |
Total lease payments | 61,250 | |
Less: Imputed interest | (14,155) | |
Total operating lease liabilities | $ 47,095 | $ 42,331 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Lessee Balance Sheet and Related Disclosures (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease cost: | ||
Operating lease cost | $ 12,607 | $ 3,667 |
Variable lease cost | 1,164 | 619 |
Short-term lease cost | 21 | 112 |
Lease Cost | 13,792 | 4,398 |
Operating leases: | ||
Operating lease right-of-use assets | 48,360 | 43,050 |
Current portion of operating lease liabilities | 8,210 | 9,444 |
Operating lease liabilities, net of current portion | 38,885 | 32,887 |
Total operating lease liabilities | $ 47,095 | $ 42,331 |
Other information: | ||
Weighted-average remaining lease term (in years) | 6 years 8 months 12 days | 7 years 10 months 24 days |
Weighted-average discount rate% | 7.20% | 8.20% |
Leases - Summary of Supplementa
Leases - Summary of Supplementary Cash Flow Information Relating to Operating Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 11,903 | $ 5,161 |
Operating leases | $ 17,049 | $ 43,326 |
License and Collaboration Agr_3
License and Collaboration Agreements - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2020 | Oct. 31, 2018 | Apr. 30, 2017 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 31, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Dec. 31, 2017 | |
License And Collaboration Agreements [Line Items] | |||||||||||||
Contract with customer liability revenue recognised | $ 20,998 | $ 19,318 | |||||||||||
Contract with customer liability | $ 40,453 | 45,201 | 40,453 | $ 45,598 | |||||||||
2017 License and Collaboration Agreement With Roche [Member] | |||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||
Upfront payment received towards technology access fee | 5,000 | ||||||||||||
Reimbursement receivable for research and development costs incurred | $ 1,000 | ||||||||||||
2017 License and Collaboration Agreement With Roche [Member] | Roche [Member] | |||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||
Term of license and collaboration agreement | 2 years | ||||||||||||
Renewal term of license and collaboration agreement | 1 year | ||||||||||||
Upfront payment received towards technology access fee | $ 5,000 | $ 5,000 | |||||||||||
Reimbursement receivable for research and development costs incurred | 500 | $ 500 | |||||||||||
Milestone payment receivable | 7,000 | $ 2,000 | |||||||||||
Cumulative catch up adjustment to revenue | $ 1,100 | ||||||||||||
Contract with customer liability revenue recognised | 500 | 700 | |||||||||||
Contract with customer liability | 1,700 | 1,200 | 1,700 | ||||||||||
Contract with customer liability current | 700 | 800 | 700 | ||||||||||
2017 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Maximum [Member] | |||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||
Annual maintenance fee receivable later than Five years | 500 | ||||||||||||
2017 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Minimum [Member] | |||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||
Annual maintenance fee receivable later than Five years | 900 | ||||||||||||
2017 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Tranche One [Member] | |||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||
Reimbursement receivable for research and development costs incurred | 500 | ||||||||||||
2017 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Tranche Two [Member] | |||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||
Reimbursement receivable for research and development costs incurred | 500 | ||||||||||||
2018 License and Collaboration Agreement With Roche [Member] | |||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||
Milestone payment receivable on exercise of option rights | 100,000 | ||||||||||||
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 | ||||||||||||
Contract with customer liability | 38,700 | 44,000 | 38,700 | ||||||||||
Contract with customer liability current | 17,900 | 24,700 | 17,900 | ||||||||||
Milestone payment receivable based on product | 1,600 | ||||||||||||
Milestone payment received | $ 20,000 | ||||||||||||
Performance obligation transaction price | 55,800 | ||||||||||||
Estimated costs to be incurred to satisfy performance obligation | 7,300 | 21,000 | |||||||||||
Performance obligation revenue recognized | 20,500 | 18,600 | |||||||||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Upfront Payment [Member] | |||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||
Performance obligation transaction price | 45,000 | ||||||||||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Reimbursable Costs [Member] | |||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||
Performance obligation transaction price | $ 10,800 | ||||||||||||
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 | 1,100 | ||||||||||||
Milestone payment receivable based on product | 217,000 | ||||||||||||
Performance obligation transaction price | $ 10,000 | ||||||||||||
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 | ||||||||||||
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 | ||||||||||||
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 | ||||||||||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Regulatory Milestone [Member] | First Patient Doosing Phase One Clinical Trial [Member] | |||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||
Cumulative catch up adjustment to revenue | 5,000 | ||||||||||||
Performance obligation transaction price | $ 20,000 | ||||||||||||
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 | ||||||||||||
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 | ||||||||||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | TCL [Member] | |||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||
Contract liabilities current reclassified to non current | $ 5,300 | ||||||||||||
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 | ||||||||||||
2018 License and Collaboration Agreement With Roche [Member] | Roche [Member] | Minimum [Member] | |||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||
Contract with customer liability revenue recognised | 16,300 | $ 10,100 | |||||||||||
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 |
License and Collaboration Agr_4
License and Collaboration Agreements - Additional Information (Detail1) - Roche [Member] | Dec. 31, 2020 | Dec. 31, 2019 |
2017 License and Collaboration Agreement With Roche [Member] | Performance Obligation First And Second [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-12-31 | ||
License And Collaboration Agreements [Line Items] | ||
Remaining period over which the performance obligation is to be satisfied | 1 year 6 months | 2 years 6 months |
2018 License and Collaboration Agreement With Roche [Member] | Minimum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | ||
License And Collaboration Agreements [Line Items] | ||
Remaining period over which the performance obligation is to be satisfied | 1 year 9 months 18 days | |
2018 License and Collaboration Agreement With Roche [Member] | Minimum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | ||
License And Collaboration Agreements [Line Items] | ||
Remaining period over which the performance obligation is to be satisfied | 1 year | |
2018 License and Collaboration Agreement With Roche [Member] | Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | ||
License And Collaboration Agreements [Line Items] | ||
Remaining period over which the performance obligation is to be satisfied | 2 years | |
2018 License and Collaboration Agreement With Roche [Member] | Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | ||
License And Collaboration Agreements [Line Items] | ||
Remaining period over which the performance obligation is to be satisfied | 1 year 6 months |
License and Collaboration Agr_5
License and Collaboration Agreements - Summary of Changes in the Total Contract Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Research And Development [Abstract] | ||
Balance at beginning of period | $ 40,453 | $ 45,598 |
Deferral of revenue | 25,746 | 14,173 |
Recognition of deferred revenue | (20,998) | (19,318) |
Balance at end of period | $ 45,201 | $ 40,453 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - Klavs Jensen [Member] - Consulting Agreement [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Due from related party | $ 0 | $ 0 |
General and Administrative Expense [Member] | Maximum [Member] | ||
Related Party Transaction [Line Items] | ||
Increase (decrease) in accrued expenses related party | 100,000 | |
Related party transaction general and administration expenses | $ 100,000 |
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, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (50,521) | $ (32,202) |
Weighted-average common shares outstanding, basic and diluted | 5,401,895 | 1,704,509 |
Net loss per share attributable to common stockholders, basic and diluted | $ (9.35) | $ (18.89) |
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, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 4,039,894 | 17,745,730 |
Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 14,604,043 | |
Warrant [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 2,038 | |
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 | 4,039,894 | 3,139,649 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - IPO [Member] - USD ($) $ in Millions | Feb. 17, 2021 | Nov. 12, 2020 | Nov. 03, 2020 |
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 4,411,765 | ||
Proceeds from initial public offer net of underwriting discounts and before payment of offering costs | $ 75.5 | ||
Offering costs payable | $ 2.6 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 3,000,000 | ||
Proceeds from initial public offer net of underwriting discounts and before payment of offering costs | $ 56.4 | ||
Offering costs payable | $ 0.8 |