Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 03, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40631 | |
Entity Registrant Name | Caribou Biosciences, Inc. | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 45-3728228 | |
Entity Address Address Line1 | 2929 7th Street | |
Entity Address, Address Line Two | Suite 105 | |
Entity Address City Or Town | Berkeley | |
Entity Address, State and Province | CA | |
Entity Address Postal Zip Code | 94710 | |
City Area Code | 510 | |
Local Phone Number | 982-6030 | |
Security12b Title | Common Stock, par value $0.0001 per share | |
Trading Symbol | CRBU | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 61,001,561 | |
Entity Central Index Key | 0001619856 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 82,085 | $ 240,420 |
Marketable securities, short-term | 211,284 | 135,412 |
Accounts receivable | 397 | 1,153 |
Contract assets | 1,899 | 1,488 |
Other receivables | 2,699 | 5,483 |
Prepaid expenses and other current assets | 8,558 | 7,236 |
Total current assets | 306,922 | 391,192 |
NON-CURRENT ASSETS | ||
Investments in equity securities | 7,759 | 7,626 |
Marketable securities, long-term | 49,221 | 37,676 |
Property and equipment, net | 8,959 | 4,887 |
Operating lease, right of use assets | 24,626 | 0 |
Other assets | 1,336 | 975 |
TOTAL ASSETS | 398,823 | 442,356 |
CURRENT LIABILITIES | ||
Accounts payable | 1,228 | 3,990 |
Accrued expenses and other current liabilities | 14,638 | 13,136 |
Lease liabilities, current | 912 | 0 |
Deferred revenue ($150 and $0 from related party, respectively) | 12,036 | 8,703 |
Total current liabilities | 28,814 | 25,829 |
LONG-TERM LIABILITIES | ||
Deferred revenue, net of current portion ($0 and $100 from related party, respectively) | 15,423 | 22,032 |
Deferred rent and lease incentive liability | 0 | 2,097 |
MSKCC success payments liability | 3,039 | 4,080 |
Lease liabilities, non-current | 26,958 | 0 |
Other liabilities | 0 | 17 |
Deferred tax liabilities | 475 | 476 |
Total liabilities | 74,709 | 54,531 |
COMMITMENTS AND CONTINGENCIES (Note 9) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized at September 30, 2022 and December 31, 2021; no shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Common stock, par value $0.0001 per share, 300,000,000 shares authorized at September 30, 2022 and December 31, 2021, respectively; 60,986,936 and 60,263,158 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 6 | 6 |
Additional paid-in-capital | 496,369 | 485,748 |
Accumulated other comprehensive loss | (2,035) | (135) |
Accumulated deficit | (170,226) | (97,794) |
Total stockholders’ equity | 324,114 | 387,825 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 398,823 | $ 442,356 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Deferred revenue from related party | $ 150 | $ 0 |
Deferred revenue, net of current portion | $ 0 | $ 100 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares outstanding (in shares) | 60,986,936 | 60,263,158 |
Common stock, shares issued (in shares) | 60,986,936 | 60,263,158 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Licensing and collaboration revenue | $ 3,303 | $ 3,977 | $ 10,159 | $ 7,039 |
Operating expenses: | ||||
Research and development | 19,991 | 15,833 | 56,494 | 37,144 |
General and administrative | 9,849 | 6,760 | 29,486 | 16,469 |
Total operating expenses | 29,840 | 22,593 | 85,980 | 53,613 |
Loss from operations | (26,537) | (18,616) | (75,821) | (46,574) |
Other income (expense): | ||||
Change in fair value of equity securities | 31 | 0 | (73) | 0 |
Change in fair value of the MSKCC success payments liability | (1,607) | (2,403) | 1,041 | (3,584) |
Gain on extinguishment of PPP Loan | 0 | 0 | 0 | 1,584 |
Other income, net | 1,466 | 45 | 2,421 | 130 |
Total other income (expense) | (110) | (2,358) | 3,389 | (1,870) |
Net loss | (26,647) | (20,974) | (72,432) | (48,444) |
Other comprehensive loss: | ||||
Net unrealized loss on available-for-sale marketable securities, net of tax | (454) | $ 0 | (1,900) | 0 |
Net comprehensive loss | $ (27,101) | $ (74,332) | $ (48,444) | |
Net loss per share, basic (in dollars per share) | $ (0.44) | $ (0.46) | $ (1.19) | $ (2.20) |
Net loss per share, diluted (in dollars per share) | $ (0.44) | $ (0.46) | $ (1.19) | $ (2.20) |
Weighted-average common shares outstanding, basic (in shares) | 60,886,921 | 45,889,646 | 60,731,520 | 22,052,944 |
Weighted-average common shares outstanding, diluted (in shares) | 60,886,921 | 45,889,646 | 60,731,520 | 22,052,944 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Other Comprehensive Income (Loss) | Accumulated Deficit |
Temporary equity, beginning balance (in shares) at Dec. 31, 2020 | 7,766,582 | |||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 41,323 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Issuance of Series C convertible preferred stock, net of issuance costs of $6.2 million (in shares) | 6,663,940 | |||||
Issuance of Series C convertible preferred stock, net of issuance costs of $6.2 million | $ 108,827 | |||||
Temporary equity, ending (in shares) at Mar. 31, 2021 | 14,430,522 | |||||
Temporary equity, ending balance at Mar. 31, 2021 | $ 150,150 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 9,710,830 | |||||
Beginning balance at Dec. 31, 2020 | $ (23,437) | $ 1 | $ 7,433 | $ 0 | $ (30,871) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock on exercise of stock options (in shares) | 584,614 | |||||
Issuance of common stock on exercise of options | 564 | 564 | ||||
Stock-based compensation expense | 343 | 343 | ||||
Net loss | (13,159) | (13,159) | ||||
Ending balance (in shares) at Mar. 31, 2021 | 10,295,444 | |||||
Ending balance at Mar. 31, 2021 | (35,689) | $ 1 | 8,340 | 0 | (44,030) | |
Temporary equity, beginning balance (in shares) at Dec. 31, 2020 | 7,766,582 | |||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 41,323 | |||||
Temporary equity, ending (in shares) at Sep. 30, 2021 | 0 | |||||
Temporary equity, ending balance at Sep. 30, 2021 | $ 0 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 9,710,830 | |||||
Beginning balance at Dec. 31, 2020 | (23,437) | $ 1 | 7,433 | 0 | (30,871) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (48,444) | |||||
Ending balance (in shares) at Sep. 30, 2021 | 60,021,323 | |||||
Ending balance at Sep. 30, 2021 | 404,401 | $ 6 | 483,710 | 0 | (79,315) | |
Temporary equity, beginning balance (in shares) at Mar. 31, 2021 | 14,430,522 | |||||
Temporary equity, beginning balance at Mar. 31, 2021 | $ 150,150 | |||||
Temporary equity, ending (in shares) at Jun. 30, 2021 | 14,430,522 | |||||
Temporary equity, ending balance at Jun. 30, 2021 | $ 150,150 | |||||
Beginning balance (in shares) at Mar. 31, 2021 | 10,295,444 | |||||
Beginning balance at Mar. 31, 2021 | (35,689) | $ 1 | 8,340 | 0 | (44,030) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock on exercise of stock options (in shares) | 1,037,979 | |||||
Issuance of common stock on exercise of options | 566 | 566 | ||||
Repayment of promissory note | 1,150 | 1,150 | ||||
Stock-based compensation expense | 593 | 593 | ||||
Net loss | (14,311) | (14,311) | ||||
Ending balance (in shares) at Jun. 30, 2021 | 11,333,423 | |||||
Ending balance at Jun. 30, 2021 | (47,691) | $ 1 | 10,649 | 0 | (58,341) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Conversion of convertible preferred stock into common stock (in shares) | (14,430,522) | |||||
Conversion of convertible preferred stock into common stock | $ (150,150) | |||||
Temporary equity, ending (in shares) at Sep. 30, 2021 | 0 | |||||
Temporary equity, ending balance at Sep. 30, 2021 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock on exercise of stock options (in shares) | 603,246 | |||||
Issuance of common stock on exercise of options | 961 | 961 | ||||
Conversion of convertible preferred stock into common stock (in shares) | 26,234,654 | |||||
Conversion of convertible preferred stock into common stock | 150,150 | $ 3 | 150,147 | |||
Issuance of common stock upon initial public offering, net of issuance costs of $28.6 million (in shares) | 21,850,000 | |||||
Issuance of common stock upon initial public offering, net of issuance costs of $28.6 million | 321,020 | $ 2 | 321,018 | |||
Stock-based compensation expense | 935 | 935 | ||||
Net loss | (20,974) | (20,974) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 60,021,323 | |||||
Ending balance at Sep. 30, 2021 | 404,401 | $ 6 | 483,710 | 0 | (79,315) | |
Temporary equity, beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||
Temporary equity, beginning balance at Dec. 31, 2021 | $ 0 | |||||
Temporary equity, ending (in shares) at Mar. 31, 2022 | 0 | |||||
Temporary equity, ending balance at Mar. 31, 2022 | $ 0 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 60,263,158 | |||||
Beginning balance at Dec. 31, 2021 | 387,825 | $ 6 | 485,748 | (135) | (97,794) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under employee stock plans (in shares) | 36,596 | |||||
Issuance of common stock under employee stock plans | 361 | 361 | ||||
Issuance of common stock on exercise of stock options (in shares) | 389,855 | |||||
Issuance of common stock on exercise of options | 629 | 629 | ||||
Stock-based compensation expense | 3,024 | 3,024 | ||||
Net loss | (19,088) | (19,088) | ||||
Other comprehensive loss | (954) | (954) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 60,689,609 | |||||
Ending balance at Mar. 31, 2022 | 371,797 | $ 6 | 489,762 | (1,089) | (116,882) | |
Temporary equity, beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||
Temporary equity, beginning balance at Dec. 31, 2021 | $ 0 | |||||
Temporary equity, ending (in shares) at Sep. 30, 2022 | 0 | |||||
Temporary equity, ending balance at Sep. 30, 2022 | $ 0 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 60,263,158 | |||||
Beginning balance at Dec. 31, 2021 | $ 387,825 | $ 6 | 485,748 | (135) | (97,794) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock on exercise of stock options (in shares) | 654,665 | |||||
Net loss | $ (72,432) | |||||
Ending balance (in shares) at Sep. 30, 2022 | 60,986,936 | |||||
Ending balance at Sep. 30, 2022 | 324,114 | $ 6 | 496,369 | (2,035) | (170,226) | |
Temporary equity, beginning balance (in shares) at Mar. 31, 2022 | 0 | |||||
Temporary equity, beginning balance at Mar. 31, 2022 | $ 0 | |||||
Temporary equity, ending (in shares) at Jun. 30, 2022 | 0 | |||||
Temporary equity, ending balance at Jun. 30, 2022 | $ 0 | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 60,689,609 | |||||
Beginning balance at Mar. 31, 2022 | 371,797 | $ 6 | 489,762 | (1,089) | (116,882) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock on exercise of stock options (in shares) | 148,761 | |||||
Issuance of common stock on exercise of options | 363 | 363 | ||||
Stock-based compensation expense | 2,918 | 2,918 | ||||
Net loss | (26,697) | (26,697) | ||||
Other comprehensive loss | (492) | (492) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 60,838,370 | |||||
Ending balance at Jun. 30, 2022 | 347,889 | $ 6 | 493,043 | (1,581) | (143,579) | |
Temporary equity, ending (in shares) at Sep. 30, 2022 | 0 | |||||
Temporary equity, ending balance at Sep. 30, 2022 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock on exercise of stock options (in shares) | 148,566 | |||||
Issuance of common stock on exercise of options | 654 | 654 | ||||
Stock-based compensation expense | 2,672 | 2,672 | ||||
Net loss | (26,647) | (26,647) | ||||
Other comprehensive loss | (454) | (454) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 60,986,936 | |||||
Ending balance at Sep. 30, 2022 | $ 324,114 | $ 6 | $ 496,369 | $ (2,035) | $ (170,226) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2021 | Mar. 31, 2021 | |
Payments of stock issuance costs | $ 28.6 | |
Convertible Preferred Stock | ||
Payments of stock issuance costs | $ 6.2 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (72,432) | $ (48,444) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,116 | 711 |
Loss on disposal of fixed assets | 0 | 3 |
Non-cash consideration for licensing and collaboration revenue | (205) | 0 |
Change in fair value of equity securities | 73 | 0 |
Stock-based compensation expense | 8,615 | 1,871 |
Change in fair value of MSKCC success payments liability | (1,041) | 3,584 |
Acquired in-process research and development | 300 | 1,000 |
Extinguishment of PPP Loan | 0 | (1,578) |
Amortization of investment premiums | 106 | 0 |
Non-cash lease expense | 1,622 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 756 | (428) |
Contract assets | (411) | (525) |
Other receivables | 2,783 | (1,673) |
Prepaid expenses and other current assets | (1,613) | (2,759) |
Other assets | (361) | (151) |
Accounts payable | (2,568) | 848 |
Accrued expenses and other current liabilities | 909 | 4,855 |
Deferred revenue, current and long-term | (3,277) | 30,669 |
Deferred rent and lease incentive liability | 0 | 909 |
Operating lease liabilities | (279) | (22) |
Other liabilities | (15) | 0 |
Net cash used in operating activities | (65,922) | (11,130) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Maturities of marketable securities | 163,130 | 0 |
Purchases of marketable securities | (252,552) | 0 |
Purchases of property and equipment | (4,697) | (1,436) |
Payments to acquire in-process research and development | (300) | (1,000) |
Net cash used in investing activities | (94,419) | (2,436) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from initial public offering of common stock, net of offering costs | 0 | 321,020 |
Proceeds from issuance of Series C convertible preferred stock, net of issuance costs | 0 | 108,827 |
Proceeds from exercise of stock options and purchases of common stock under employee stock purchase plan | 2,006 | 2,091 |
Repayment of promissory note | 0 | 1,150 |
Payments on capital lease | 0 | (119) |
Net cash provided by financing activities | 2,006 | 432,969 |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (158,335) | 419,403 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — BEGINNING OF PERIOD | 240,466 | 15,953 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — END OF PERIOD | 82,131 | 435,356 |
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | ||
Cash and cash equivalents | 82,085 | 435,310 |
Restricted cash | 46 | 46 |
TOTAL CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 82,131 | 435,356 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 0 | 11 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Acquisition of property and equipment included in accrued expenses and other current liabilities | 757 | 268 |
Acquired in-process research and development accrued | 0 | 0 |
Extinguishment of PPP Loan | 0 | 1,578 |
Conversion of convertible preferred stock to common stock at closing of initial public offering | 0 | 150,150 |
Right-of-use-assets obtained in exchange for new operating lease liabilities | $ 26,249 | $ 0 |
Description of the Business, Or
Description of the Business, Organization, and Liquidity | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business, Organization, and Liquidity | Description of the Business, Organization, and Liquidity Business and Organization Caribou Biosciences, Inc. (the “Company” or “we”) is a clinical-stage CRISPR genome-editing biopharmaceutical company dedicated to developing innovative, transformative therapies for patients with devastating diseases. CRISPR is an acronym for C lustered R egularly I nterspaced S hort P alindromic R epeats. Our novel CRISPR platform, C RISPR h ybrid R NA- DNA (“chRDNA,” pronounced “chardonnay”), enables high genome-editing precision to develop cell therapies that are specifically engineered to target cancer and are armored for enhanced persistence. We are advancing a pipeline of allogeneic, or off-the-shelf, chimeric antigen receptor (“CAR”)-T (“CAR-T”) and CAR-natural killer (“CAR-NK”) cell therapies for the treatment of patients with hematologic malignancies and solid tumors. We incorporated in October 2011 as a Delaware corporation and are headquartered in Berkeley, California. We have four wholly owned subsidiaries: Antler Holdco, LLC, incorporated in Delaware in April 2019; Microbe Holdco, LLC, incorporated in Delaware in June 2020; Arboreal Holdco, LLC, incorporated in Delaware in November 2020; and Biloba Holdco, LLC, incorporated in Delaware in April 2021. Our wholly owned subsidiaries hold interests in our equity investments and do not have operating activities. Liquidity We have incurred net losses and negative cash flows from operations since our inception and we had an accumulated deficit of $170.2 million as of September 30, 2022. During the nine months ended September 30, 2022, we incurred a net loss of $72.4 million and used $65.9 million of cash in operating activities. We expect to continue to incur substantial losses, and our ability to achieve and sustain profitability will depend on the successful development, approval, and commercialization of our product candidates and on our achievement of sufficient revenue to support our cost structure. We may never achieve profitability and, unless and until we do, we will need to continue to raise additional capital. Our management expects that existing cash, cash equivalents, and marketable securities of $342.6 million as of September 30, 2022, will be sufficient to fund our current operating plan for at least the next 12 months from the date of issuance of our condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies There have been no changes to the significant accounting policies disclosed in Note 2 to the annual consolidated financial statements for the year ended December 31, 2021 included in our Annual Report on Form 10-K, other than changes to our leasing policy described below in connection with the adoption of the guidance under the Accounting Standards Codification (“ASC”) 842, Leases. Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Caribou Biosciences, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires our 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 our condensed consolidated financial statements; and the reported amounts of revenue, income, and expenses during the applicable reporting period. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, common stock valuation, stock-based compensation expense, accrued expenses related to research and development activities, valuation of the Memorial Sloan Kettering Cancer Center (“MSKCC”) success payments liability, and income taxes. Our management bases its estimates on historical experience and on various other assumptions that they believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from those estimates. Segments We operate and manage our business as one reportable operating segment, which is the business of developing a pipeline of allogeneic CAR-T and CAR-NK cell therapies. Our president and chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating resources and evaluating financial performance. All long-lived assets are maintained in the United States. Concentrations of Credit Risk and Other Uncertainties Financial instruments that potentially subject us to concentration of credit risk consist of cash and cash equivalents, accounts receivable, contract assets, other receivables, and investments in marketable securities and equity securities. Substantially all of our cash and cash equivalents are deposited in accounts at two financial institutions, and account balances may at times exceed federally insured limits. We mitigate the risks by investing in high-grade instruments, limiting our exposure to one issuer, and we monitor the ongoing creditworthiness of the financial institutions and issuers. We believe these financial institutions to be of high credit quality. Licensees that represent 10% or more of our revenue and accounts receivable and contract assets were as follows: Revenue Revenue Accounts Receivable and Contract Assets Three Months Ended Nine Months Ended As of As of September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Licensee A 17.2 % 14.0 % 16.4 % 23.2 % 24.2 % 24.6 % Licensee B 51.7 % 57.2 % 54.2 % 39.5 % 33.7 % 45.1 % Licensee C * * * * 12.0 % * Total 68.9 % 71.2 % 70.6 % 62.7 % 69.9 % 69.7 % *Less than 10% We monitor economic conditions to identify facts or circumstances that may indicate if any of our accounts receivable are not collectible or if the contract assets should be impaired. No allowance for doubtful accounts or contract asset impairment was recorded as of September 30, 2022 or December 31, 2021. Property and Equipment, Net Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. The useful lives of property and equipment are as follows: Computers 3 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of remaining lease term or estimated useful life Upon retirement or sale of the assets, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is recorded in the statements of operations. Repairs and maintenance are expensed as incurred. Leases We adopted the guidance under ASC 842 on January 1, 2022 using the modified retrospective approach with a cumulative-effect adjustment as of January 1, 2022 in accordance with the Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842). We determine whether an arrangement is or contains a lease at the inception of the arrangement and whether such a lease is classified as a finance lease or operating lease at the commencement date of the lease. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities, and long-term lease liabilities. We elected not to recognize the right-of-use assets and lease liabilities for leases with lease terms of 12 months or less (short-term leases). Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. As the interest rate implicit in our lease contracts is not readily determinable, we utilize a collateralized incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments. Certain adjustments to the right-of-use assets may be required for items such as initial direct costs paid or incentives received and impairment charges if we determine the right-of-use assets are impaired. There was no cumulative-effect adjustment recorded to retained earnings on January 1, 2022. We consider the lease term to be the noncancellable period that we have the right to use the underlying asset, together with any periods where it is reasonably certain we will exercise an option to extend (or not terminate) the lease. Periods covered by an option to extend (or not terminate) the lease in which the exercise of the option is controlled by the lessor are included in the lease term. Rent expense for operating leases is recognized on a straight-line basis over the lease term and is presented in operating expenses on the statements of operations and comprehensive loss. We have elected to not separate lease and non-lease components for our facilities leases and leases of electroporation devices and, instead, we account for each separate lease component and the non-lease components associated with that lease component as a single lease component. Variable lease payments are recognized as incurred and are presented in operating expenses on the statements of operations and comprehensive loss. As of September 30, 2022 and December 31, 2021, we had no finance leases. See Note 9 to our condensed consolidated financial statements included elsewhere in this Form 10-Q for additional information about the impact of adoption and disclosures on our leases. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard-setting bodies and are adopted by us as of the specified effective date. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize in its statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. We adopted the new standard as of January 1, 2022, using the modified retrospective approach. Comparative periods were not adjusted and continue to be presented under the previous accounting guidance. We elected the package of practical expedients permitted under the transition guidance, which allows us to carry forward the historical lease classification of contracts entered into prior to January 1, 2022. Our adoption of the new standard impacted the condensed consolidated balance sheets as follows (in thousands): January 1, 2022 Pre-ASC 842 Balance ASC 842 Adoption Impact Post-ASC 842 Balance Operating lease right-of-use assets $ — $ 22,818 $ 22,818 Prepaid rent $ 291 $ (291) $ — Accrued expenses and other current liabilities* $ 13,136 $ 683 $ 13,819 Long-term operating lease liabilities $ — $ 23,941 $ 23,941 Deferred rent and lease incentive liability $ 2,097 $ (2,097) $ — *Adjustment represents the current portion of operating lease liabilities of $0.8 million and reclassification of the current portion of the lease incentive liability of $0.1 million to reduce the operating lease right-of-use assets. New Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). This ASU provides guidance on the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment approach with a methodology to reflect expected credit losses and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. This ASU is to be applied on a modified retrospective approach and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, and interim reporting periods within fiscal years beginning after December 15, |
Fair Value Measurements and Fai
Fair Value Measurements and Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Fair Value of Financial Instruments | Fair Value Measurements and Fair Value of Financial Instruments The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 —Quoted prices in active markets for identical assets or liabilities. Level 2 —Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value are classified in their entireties based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires our management to make judgments and consider factors specific to the asset or liability. Our financial instruments consist of Level 1, Level 2, and Level 3 financial instruments. We generally classify our marketable securities as Level 2. Instruments are classified as Level 2 when observable market prices for identical securities that are traded in less active markets are used. When observable market prices for identical securities are not available, such instruments are priced using benchmark curves, benchmarking of like securities, sector groupings, matrix pricing, and valuation models. These valuation models are proprietary to the pricing providers or brokers and incorporate a number of inputs, including in approximate order of priority: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. For certain security types, additional inputs may be used, or some of the standard inputs may not be applicable. Evaluators may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs listed are available for use in the evaluation process for each security evaluation on any given day. Changes in the ability to observe valuation inputs may result in a reclassification of levels of certain securities within the fair value hierarchy. We recognize transfers into and out of levels within the fair value hierarchy in the period in which the actual event or change in circumstances that caused the transfer occurs. No such transfers occurred during the three and nine months ended September 30, 2022. Level 1 financial instruments are comprised of money market fund investments and U.S. Treasury bills. Level 2 financial instruments are comprised of commercial paper, corporate debt securities, and U.S. government agency bonds. Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable. Level 3 financial instruments consist of the MSKCC success payments liability. The following table sets forth our financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurements as of September 30, 2022 Total Level 1 Level 2 Level 3 Assets: Commercial paper ($52,821 included in cash and cash equivalents) $ 149,970 $ — $ 149,970 $ — U.S. Treasury bills 87,863 87,863 — — Corporate debt securities 46,635 — 46,635 — Money market fund investments (included in cash and cash equivalents) 29,264 29,264 — — U.S. government agency bonds 28,858 — 28,858 — Total fair value of assets $ 342,590 $ 117,127 $ 225,463 $ — Liabilities: MSKCC success payments liability $ 3,039 $ — $ — $ 3,039 Total fair value of liabilities $ 3,039 $ — $ — $ 3,039 Fair Value Measurements as of December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Money market fund investments (included in cash and cash equivalents) $ 181,528 $ 181,528 $ — $ — Commercial paper ($58,892 included in cash and cash equivalents) 141,676 — 141,676 — Corporate debt securities 38,649 — 38,649 — U.S. Treasury bills 26,590 26,590 — — U.S. government agency bonds 25,065 — 25,065 — Total fair value of assets $ 413,508 $ 208,118 $ 205,390 $ — Liabilities: MSKCC success payments liability $ 4,080 $ — $ — $ 4,080 Total fair value of liabilities $ 4,080 $ — $ — $ 4,080 The fair value and amortized cost of cash equivalents and available-for-sale marketable securities by major security type as of September 30, 2022 and December 31, 2021 are presented in the following tables (in thousands): As of September 30, 2022 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Commercial paper ($52,821 included in cash and cash equivalents) $ 150,135 $ — $ (165) $ 149,970 U.S. Treasury bills 89,027 — (1,164) 87,863 Corporate debt securities 47,022 — (387) 46,635 Money market investments (included in cash equivalents) 29,264 — — 29,264 U.S. government agency bonds 29,178 1 (321) 28,858 Total cash equivalents and marketable securities $ 344,626 $ 1 $ (2,037) $ 342,590 Classified as: Cash and cash equivalents $ 82,085 Marketable securities, short-term 211,284 Marketable securities, long-term 49,221 Total cash equivalents and marketable securities $ 342,590 As of December 31, 2021 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Money market investments (included in cash equivalents) $ 181,528 $ — $ — $ 181,528 Commercial paper ($58,892 included in cash equivalents) 141,726 1 (51) 141,676 U.S. government agency bonds 25,102 — (37) 25,065 Corporate debt securities 38,661 4 (16) 38,649 U.S. Treasury bills 26,626 1 (37) 26,590 Total cash equivalents and marketable securities $ 413,643 $ 6 $ (141) $ 413,508 Classified as: Cash and cash equivalents $ 240,420 Marketable securities, short-term 135,412 Marketable securities, long-term 37,676 Total cash equivalents and marketable securities $ 413,508 The following table sets forth a summary of the changes in the fair value of our Level 3 financial liability (in thousands): MSKCC Success Payments Balance at December 31, 2021 $ 4,080 Change in fair value (1,041) Balance at September 30, 2022 $ 3,039 Our liability for the MSKCC success payments is carried at fair value and changes are recognized as expense or income as part of other income (expense) until the success payments liability is paid or expires (Note 4). We recorded a $1.6 million and $2.4 million change in fair value of the MSKCC success payments liability as a loss in other income (expense) in our condensed consolidated statements of operations and comprehensive loss for the three months ended September 30, 2022 and 2021, respectively. We recorded a $1.0 million and $3.6 million change in fair value of the MSKCC success payments liability as a gain and a loss, respectively, in other income (expense) and research and development expense in our condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2022 and 2021, respectively. We utilize a Monte Carlo simulation model that models the future movement of stock prices based on several key variables. This model requires significant estimates and assumptions in determining the estimated fair value of the MSKCC success payments liability at each balance sheet date. The assumptions used to calculate the fair value of the MSKCC success payments are subject to a significant amount of judgment including the expected volatility that was estimated using available information about the historical volatility of stocks of publicly traded companies that are similar to us, the estimated term, and the estimated number and timing of valuation measurement dates. The table below summarizes key assumptions used in the valuation of MSKCC success payments liability: As of As of Fair value of common stock $ 10.55 $ 15.09 Risk-free interest rate 3.83% 1.52% Expected volatility 81% 75% Probability of achieving multiple of Initial Share Price 5.7% to 17.9% 7.0% to 20.9% Expected term (years) 3.9 to 5.3 4.2 to 5.5 The computation of expected volatility is estimated using a combination of available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected term assumption and the historical and implied volatility of our stock. The risk-free interest rate, expected volatility, and expected term assumptions depend on the estimated timing of our phase 1 clinical trial for our CB-012 product candidate utilizing the know-how, biological materials, and intellectual property licensed under the MSKCC Agreement and the estimated timing of marketing approval for this product candidate from the U.S. Food and Drug Administration (“FDA”). In addition, we incorporated the estimated number and timing of valuation measurement dates in the calculation of the MSKCC success payments liability. A small change in the assumptions and other inputs, such as the fair value of our common stock, may have a relatively large change in the estimated valuation and associated liability and expense or income. |
Significant Agreements
Significant Agreements | 9 Months Ended |
Sep. 30, 2022 | |
Significant Agreements [Abstract] | |
Significant Agreements | Significant Agreements The Regents of the University of California and the University of Vienna We entered into an Exclusive License Agreement, dated April 16, 2013 (as amended, the “UC/Vienna Agreement”) with The Regents of the University of California (“UC”) and the University of Vienna (“Vienna”) (together, “UC/Vienna”) wherein UC/Vienna granted us an exclusive worldwide license, with the right to sublicense, in all fields to the foundational CRISPR-Cas9 patent family co-owned by UC, Vienna, and Dr. Emmanuelle Charpentier (the “CVC IP”). Dr. Charpentier has not granted us any rights, either directly or indirectly. The UC/Vienna Agreement continues until the last-to-expire patent or last-to-be-abandoned patent application within the CVC IP; provided, however, that UC/Vienna may terminate the UC/Vienna Agreement upon the occurrence of certain events and we may terminate the UC/Vienna Agreement at our sole discretion upon written notice. Without patent term adjustment or patent term extension, the CVC IP will expire in 2033. The UC/Vienna Agreement includes certain diligence milestones that we must meet. For products and services sold by us that are covered by the CVC IP, we will owe low- to mid-single-digit percent royalties on net sales, subject to a minimum annual royalty. Prior to the time that we are selling products, we owe UC/Vienna an annual license maintenance fee. We may owe UC/Vienna up to $3.4 million in certain regulatory and clinical milestone payments in the field of human therapeutics and diagnostics for products that are covered by the CVC IP and developed by us, an affiliate, or a sublicensee. Additionally, we pay UC/Vienna a specified percentage of sublicensing revenue, including cash and equity, we receive from sublicensing the CVC IP, subject to certain exceptions. If we include intellectual property owned or controlled by us in a sublicense to the CVC IP, we pay UC/Vienna a low double-digit percentage of sublicensing revenues received under the sublicense. If we do not include intellectual property owned or controlled by us in a sublicense to the CVC IP, we pay UC/Vienna 50% of sublicensing revenues received under the sublicense. To date, we have entered into over 25 sublicensing agreements in a variety of fields such as human therapeutics, forestry, agriculture, research reagents, transgenic animals, certain livestock targets, internal research, bioproduction, cell lines, and microbial applications that include the CVC IP as well as other Cas9 intellectual property owned or controlled by us. We are obligated to reimburse UC for its prosecution and maintenance costs of the CVC IP. For each of the three-month periods ended September 30, 2022 and 2021, we incurred $0.3 million for payments we owe to UC related to sublicensing revenues, which we recorded in research and development expenses in our condensed consolidated statements of operations and comprehensive loss. For the nine months ended September 30, 2022 and 2021, we incurred $0.8 million and $1.3 million, respectively, for payments we owe to UC related to sublicensing revenues, which we recorded in research and development expenses in our condensed consolidated statements of operations and comprehensive loss. For the three months ended September 30, 2022 and 2021, we reimbursed UC $1.4 million and $2.4 million, respectively, for prosecution and maintenance costs of the CVC IP, which were recorded in general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss. For the nine months ended September 30, 2022 and 2021, we reimbursed UC $4.7 million and $8.9 million, respectively, for prosecution and maintenance costs of the CVC IP, which were recorded in general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss. On December 15, 2016, we entered into a Consent to Assignments, Licensing and Common Ownership and Invention Management Agreement (“IMA”) relating to the CVC IP. Under the IMA, CRISPR Therapeutics AG (“CRISPR”) reimburses us 50% of the amounts we reimburse UC for patent prosecution and maintenance costs of the CVC IP. For the three months ended September 30, 2022 and 2021, CRISPR reimbursed us $0.7 million and $1.2 million, respectively, which we recorded as reductions of general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss. For the nine months ended September 30, 2022 and 2021, CRISPR reimbursed us $2.4 million and $4.4 million, respectively, which we recorded as reductions of general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss. Memorial Sloan Kettering Cancer Center On November 13, 2020, we entered into an Exclusive License Agreement with MSKCC (the “MSKCC Agreement”), under which we exclusively licensed know-how, biological materials, and patent families relating to fully-human single-chain variable fragments targeting C-type lectin-like molecule-1 (CLL-1; also known as CD371) for use in T cells, NK cells, and genome-edited induced pluripotent stem cells (“iPSCs”) for allogeneic CLL-1-targeted cell therapies (currently used in our CB-012 product candidate). We paid MSKCC an upfront payment of $0.5 million in cash and $2.1 million in stock. For each licensed CLL-1 product, we may owe potential clinical, regulatory, and commercial milestone payments totaling $112.0 million. In addition, in the event we, our affiliates, or sublicensees, receive regulatory approval for a licensed CLL-1 product, we will owe low- to mid-single-digit percent royalties on net sales by us, our affiliates, and our sublicensees. Our license from MSKCC includes the right to sublicense through multiple tiers and we will owe MSKCC a percentage of upfront cash or equity received from our sublicensees. The percentage owed decreases as our licensed CLL-1 product candidate moves through development, starting at a low-double-digit percentage if clinical trials have not yet begun and decreasing to a mid-single-digit percentage if our licensed CLL-1 product candidate is in later clinical trial stages. We are also responsible for paying a percentage of licensed patent costs. The MSKCC Agreement includes certain diligence milestones that we must meet by specified dates, which may be extended upon payment of additional fees. MSKCC is entitled to certain success payments if our common stock fair value increases by certain multiples of increasing value based on a comparison of the fair market value of our common stock to $5.1914 per share, adjusted for any future stock splits (the “Initial Share Price”), during a specified time period. Under the MSKCC Agreement, as a publicly traded company, our common stock fair value is determined by any given 45-day volume weighted-average trading price. At our option, success payments to MSKCC may be made in cash or common stock. The relevant time period commences when the first patient is dosed with a licensed CLL-1 product candidate in the first phase 1 clinical trial and ends upon the earlier of the third anniversary from the approval of our, or our affiliate’s, or sublicensee’s biologics license application (“BLA”) by the FDA or 10 years from the date the first patient was dosed with a licensed CLL-1 product candidate in the first phase 1 clinical trial. The aggregate success payments will not exceed $35.0 million. Additionally, if we undergo a change of control during the specified time period, we may owe a change of control payment, depending upon the increase in our stock price due to the change of control and also to what extent success payments have already been paid by us to MSKCC. In no event will the combination of success payments and the change of control payment owed to MSKCC exceed $35.0 million. The following table summarizes the amounts of the MSKCC success payments: Multiple of Initial Share Price giving rise to a success payment 5x 10x 15x MSKCC success payments (in millions) $ 10.0 $ 10.0 $ 15.0 We may terminate the MSKCC Agreement upon 90 calendar days’ prior written notice to MSKCC. MSKCC may terminate the MSKCC Agreement in the event of our uncured material breach, bankruptcy, or criminal activity. If MSKCC materially breaches the MSKCC Agreement in certain circumstances (e.g., granting a third party a license in our field) then, during the time of such uncured breach, MSKCC will not be entitled to receive any success payments or any change of control payment. As of September 30, 2022, the estimated fair value of the total success payments obligation to MSKCC was $3.0 million, which was included in long-term liabilities in our condensed consolidated balance sheets. For the three months ended September 30, 2022 and 2021, we recognized a $1.6 million and $2.4 million, respectively, change in fair value of the MSKCC success payments liability, which was recorded as a loss in other income (expense) in our condensed consolidated statements of operations and comprehensive loss. For the nine months ended September 30, 2022 and 2021, we recognized a $1.0 million and $3.6 million, respectively, change in fair value of the MSKCC success payments liability, which was recorded as a gain and a loss, respectively, in other income (expense) and research and development expense in our condensed consolidated statements of operations and comprehensive loss. Intellia Therapeutics, Inc. On July 16, 2014, we entered into a License Agreement (as amended, the “Intellia License Agreement”) with Intellia, LLC, to which Intellia Therapeutics, Inc. (“Intellia”) is a successor in interest. Under the Intellia License Agreement, we granted Intellia an exclusive worldwide license, with the right to sublicense, to certain CRISPR-Cas9 technology for a defined field of human therapeutics. Intellia granted us an exclusive worldwide license, with the right to sublicense, to certain of its CRISPR-Cas9 technology for all fields outside of the defined field of human therapeutics. Under the Intellia License Agreement, each party is responsible for 30% of the other party’s expenses for prosecution and maintenance of the licensed intellectual property. During each of the three- and nine-month periods ended September 30, 2022 and 2021, we recognized less than $0.1 million of expenses in reimbursable patent prosecution and maintenance costs, which were recorded as general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss. During the three months ended September 30, 2022 and 2021, Intellia reimbursed us $0.2 million and $0.4 million, respectively (including reimbursement for a portion of the patent prosecution and maintenance costs of the CVC IP paid to UC), which were recorded as reductions of general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss. During the nine months ended September 30, 2022 and 2021, Intellia reimbursed us $0.7 million and $1.7 million, respectively (including reimbursement for a portion of the patent prosecution and maintenance costs of the CVC IP paid to UC), which were recorded as reductions of general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss. The term of the Intellia License Agreement continues for the life of the licensed patents and patent applications; provided, however, either party may terminate the agreement upon the occurrence of certain events. On June 16, 2021, we entered into a leaseback agreement with Intellia (the “Leaseback Agreement”). Pursuant to the Leaseback Agreement, in exchange for Intellia’s grant to us of an exclusive license to certain intellectual property relating to CRISPR-Cas9, including Cas9 chRDNAs, for use solely in the manufacture of our CB-010 product candidate, we paid Intellia an upfront cash payment of $1.0 million and will pay up to $23.0 million in potential future regulatory and sales milestones. Additionally, we will owe Intellia low- to mid-single-digit percent royalties on net sales of our CB-010 product candidate by us, our affiliates, and sublicensees until the expiration, abandonment, or invalidation of the last patent within the intellectual property relating to CRISPR-Cas9, including that relating to Cas9 chRDNAs (i.e., 2036, without patent term adjustment or patent term extension). Pioneer Hi-Bred International, Inc. (now Corteva Agriscience) On July 13, 2015, we and Pioneer Hi-Bred International, Inc. (“Pioneer”) (now Corteva Agriscience), then a DuPont company (“DuPont”), entered into an Amended and Restated Collaboration and License Agreement, as amended (the “Pioneer Agreement”). Under the terms of the Pioneer Agreement, we and Pioneer cross licensed CRISPR intellectual property portfolios. Pioneer granted us an exclusive worldwide license, with the right to sublicense, to its CRISPR intellectual property in the field of research tools, as well as a non-exclusive worldwide license to such intellectual property in human and animal therapeutics, industrial biotechnology, certain agriculture segments, and other fields; and we granted Pioneer an exclusive worldwide license, with the right to sublicense, to our CRISPR intellectual property, including the CVC IP, in a defined field of agriculture relating to specified row crops, as well as a non-exclusive worldwide license to the intellectual property in other agricultural applications, industrial biotechnology, nutrition and health, and other fields. The Pioneer Agreement continues until the expiration, abandonment, or invalidation of the last patent or patent application within the licensed intellectual property; provided, however, that the parties may terminate the Pioneer Agreement by mutual consent or either party may unilaterally terminate the Pioneer Agreement in the event of an uncured breach of a payment obligation, bankruptcy, or failure to maintain or own licensed intellectual property by the other party if the non-breaching party is materially adversely affected by the failure. We are obligated to pay low-single-digit percent royalties to Pioneer for the sales of our products in the research tools field as well as certain sublicensing revenues in that field. We are eligible to receive milestone payments from Pioneer if certain regulatory and commercial milestones are met related to specified row crops, for a total of up to $22.4 million, as well as to receive low-single-digit percent royalties for sales of defined agricultural products and certain sublicensing revenues in that field. In March 2021, we received a milestone payment of $0.3 million from Pioneer. Initially, Pioneer owned the patents and patent applications developed under the collaboration, including the chRDNA patent family, and granted us an exclusive license to these patents and patent applications in the fields of research tools and therapeutics. In December 2020, we and Pioneer entered into an amendment to the Pioneer Agreement under which Pioneer assigned to us the chRDNA patent family developed under the research collaboration, and we paid Pioneer an upfront payment of $0.5 million. We considered the payment to Pioneer in accordance with revenue recognition guidance and accounted for it as a reduction of the licensing and collaboration revenue in our condensed consolidated statements of operations and comprehensive loss. In addition to the upfront payment, we are now obligated to pay all patent prosecution and maintenance costs for the chRDNA patent family; up to $2.8 million in regulatory milestone payments for therapeutic products developed by us, our affiliates, or licensees that are covered by the chRDNA patent family; up to $20.0 million in sales milestones over a total of four therapeutics products sold by us, our affiliates, or licensees that are covered by the chRDNA patent family; and a low-single-digit percentage of licensing revenue we receive for licensing the chRDNA patent family after December 2020. For the three and nine months ended September 30, 2022, and for the three months ended September 30, 2021, we did not incur any expenses for payments we owe to Pioneer related to licensing revenues. For the nine months ended September 30, 2021, we incurred $0.8 million for payments we owed to Pioneer related to licensing revenues, which were recorded as a research and development expense in our condensed consolidated statements of operations and comprehensive loss. AbbVie Manufacturing Management Unlimited Company On February 9, 2021, we entered into a Collaboration and License Agreement (the “AbbVie Agreement”) with AbbVie Manufacturing Management Unlimited Company (“AbbVie”). Pursuant to the AbbVie Agreement, AbbVie selects one target or, for a dual CAR-T cell product, two targets (each selection, a “Program Slot”) to develop collaboration CAR-T cell products (and corresponding licensed products). For each of AbbVie’s two Program Slots (or up to four Program Slots, if AbbVie elects to expand the number as set forth below), we are collaborating to develop one or more collaboration allogeneic CAR-T cell products directed toward the single cancer target or target combination chosen by AbbVie as described in an applicable research plan, utilizing our Cas12a chRDNA genome-editing and cell therapy technologies. We granted AbbVie an exclusive (even as to us), royalty-bearing, worldwide license, with the right to grant sublicenses, under our Cas12a chRDNA and cell therapy intellectual property, as well as certain genome-editing technology that we may gain rights to in the future and intellectual property that may be developed under the collaboration, solely for AbbVie to develop, commercialize, manufacture, and otherwise exploit the collaboration CAR-T cell products in the field of human diagnostics, prophylactics, and therapeutics. Under the terms of the AbbVie Agreement, we conduct certain preclinical research, development, and manufacturing activities under the collaboration, including certain activities for the manufacture and supply of licensed product for AbbVie’s phase 1 clinical trials. AbbVie reimburses us for all such activities, including reimbursement for time spent by employees at a designated FTE rate. The duration of the collaboration is not fixed. Under the terms of the AbbVie Agreement, AbbVie has selected its initial Program Slot and has reserved six additional targets, which AbbVie may choose to be used or substituted into the two Program Slots or used for the third or fourth Program Slots if AbbVie expands the number of Program Slots during the collaboration. During the collaboration, AbbVie may expand from two Program Slots to a total of four Program Slots by paying us an additional $15.0 million for each Program Slot, provided that AbbVie must make such payment within the earlier of (a) 60 calendar days following completion of the phase 1 clinical trials for the initial collaboration CAR-T cell product and (b) December 31, 2025. Under the terms of the AbbVie Agreement, we are eligible to receive up to $150.0 million in future developmental and regulatory milestone payments for each Program Slot and up to $200.0 million in sales-based milestones for each Program Slot. We are also eligible to receive global royalties on net sales of licensed products sold by AbbVie, its affiliates, and sublicensees in the high-single-digit to low-teens percent range, subject, in certain instances, to various reductions. The term of the AbbVie Agreement continues in force and effect until the date of expiration of the last royalty term of the last country in which a licensed product is exploited. On a licensed product-by-licensed product and country-by-country basis, the royalty term is the period of time beginning on the first commercial sale of a licensed product in a country and ending on the latest of the following three dates: (a) the expiration, invalidation, revocation, cancellation, or abandonment date of the last patent that includes a valid claim to either (i) the collaboration CAR-T cell product in the licensed product or (ii) the method of making the collaboration CAR-T cell product in the licensed product in such country (in the case of (ii), only for so long as no biosimilar product is commercially available in such country); (b) 10 years from the date of the first commercial sale of such licensed product in such country; and (c) the expiration date of regulatory exclusivity for such licensed product in such country. The AbbVie Agreement may be terminated during the term by either party for an uncured material breach or bankruptcy by the other party. Additionally, AbbVie may terminate the AbbVie Agreement, in its entirety or on a licensed product-by-licensed product basis, effective immediately upon written notice to us, if AbbVie in good faith believes that it is not advisable for AbbVie to continue to exploit the collaboration CAR-T cell products or licensed products as a result of a perceived serious safety issue. AbbVie may also terminate the AbbVie Agreement in its entirety at its sole discretion upon 90 days’ prior written notice to us. The transaction price we received under the AbbVie Agreement associated with the first two Program Slots consisted of a $30.0 million upfront cash payment and the estimated variable consideration related to our performance of preclinical, development, and manufacturing activities under the collaboration and the developmental and regulatory milestone payments. We constrain the estimated variable consideration if we assess that it is probable that a significant reversal in the amount of cumulative revenue recognized may occur in future periods. We constrained all developmental and regulatory milestone payments as of September 30, 2022. The transaction price is reevaluated at the end of each reporting period and as changes in circumstances occur. We determined that the licenses we granted to AbbVie and our participation in the joint governance committee are not capable of being distinct from the preclinical research, development, and manufacturing activities and therefore are combined into one performance obligation. We recognize revenue based on the measure of progress using an estimated cost-based input method each reporting period. We received an upfront cash payment of $30.0 million from AbbVie during the year ended December 31, 2021. We recognized short-term deferred revenue in the amount of $11.5 million and long-term deferred revenue in the amount of $12.7 million related to this upfront cash payment in our condensed consolidated balance sheets as of September 30, 2022. We recognized short-term deferred revenue in the amount of $8.3 million and long-term deferred revenue in the amount of $19.1 million related to these payments in our consolidated balance sheets as of December 31, 2021. We recognized $1.7 million and $2.3 million in revenue for the three months ended September 30, 2022 and 2021, respectively, relating to the AbbVie Agreement. We recognized $5.5 million and $2.8 million in revenue for the nine months ended September 30, 2022 and 2021, respectively, relating to the AbbVie Agreement. As of September 30, 2022, we did not record anything in accounts receivable and as of December 31, 2021, we recorded $1.0 million in accounts receivable, respectively, and $0.8 million and $0.2 million, respectively, in contract assets in our condensed consolidated balance sheets. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue We disaggregate revenue by geographical market based on the location of research and development activities of our licensees and collaborators. The following is a summary of revenue by geographic location for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States $ 2,966 $ 3,507 $ 9,761 $ 6,483 Rest of world 337 470 398 556 Total $ 3,303 $ 3,977 $ 10,159 $ 7,039 During the three months ended September 30, 2022, we recognized $1.6 million of revenue related to performance obligations satisfied at a point in time, and we recognized $1.7 million of revenue related to performance obligations satisfied over time. During the three months ended September 30, 2021, we recognized $1.7 million of revenue related to performance obligations satisfied at a point in time, and we recognized $2.3 million of revenue related to performance obligations satisfied over time. During the nine months ended September 30, 2022, we recognized $4.7 million of revenue related to performance obligations satisfied at a point in time, and we recognized $5.5 million of revenue related to performance obligations satisfied over time. During the nine months ended September 30, 2021, we recognized $4.2 million of revenue related to performance obligations satisfied at a point in time, and we recognized $2.8 million of revenue related to performance obligations satisfied over time. Contract Balances Accounts receivable relate to our right to consideration for performance obligations completed (or partially completed) for which we have an unconditional right to consideration. Our accounts receivable balances represent amounts that we billed to our licensees with invoices outstanding as of the end of a reporting period. Contract assets are rights to consideration in exchange for a license that we have granted to a licensee when the right is conditional on something other than the passage of time. Our contract asset balances represent royalties, milestone payments, and research costs related to the AbbVie Agreement that are unbilled as of the end of a reporting period. Contract liabilities consist of deferred revenue and relate to amounts invoiced to, or advance consideration received from, licensees that precede our satisfaction of the associated performance obligations. Our deferred revenue primarily results from the upfront payment received relating to the performance obligation that is satisfied over time under the AbbVie Agreement. The remaining deferred revenue relates to upfront payments received under license agreements that also include non-refundable annual license fees, which are accounted for as material rights for license renewals and are recognized at the point in time annual license fees are paid by the licensees and the renewal periods begin. The following table presents changes in our contract assets and liabilities during the nine months ended September 30, 2022 (in thousands): Balance as of Additions Deductions Balance as of Accounts receivable $ 1,153 $ 6,271 $ (7,027) $ 397 Contract assets: Unbilled accounts receivable $ 1,488 $ 5,486 $ (5,075) $ 1,899 Contract liabilities: Deferred revenue, current and long-term $ 30,735 $ 3,514 $ (6,791) $ 27,458 Unbilled accounts receivable increased $0.4 million during the nine months ended September 30, 2022, primarily due to the increase in unbilled research costs under the AbbVie Agreement. Deferred revenue decreased during the nine months ended September 30, 2022, primarily due to a higher amount of revenue recognized compared to the amount of additional billings during the nine months ended September 30, 2022. During the nine months ended September 30, 2022 and 2021, we recognized $3.4 million and $0.1 million of revenue, respectively, which were included in the opening contract liabilities balances as of December 31, 2021 and 2020, respectively. Transaction Prices Allocated to Remaining Performance Obligations Remaining performance obligations represent in aggregate the amount of a transaction price that has been allocated to performance obligations not delivered as of the end of a reporting period. The value of transaction prices allocated to remaining unsatisfied performance obligations as of September 30, 2022 was approximately $43.4 million. We expect to recognize approximately $12.0 million of remaining performance obligations as revenue in the next 12 months and to recognize the remainder thereafter. Capitalized Contract Acquisition Costs and Fulfillment Costs We did not incur any expenses to obtain license and collaboration agreements, and costs to fulfill those contracts do not generate or enhance our resources. As such, no costs to obtain or fulfill a contract have been capitalized in any period. |
Balance Sheet Items
Balance Sheet Items | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Items | Balance Sheet Items Other receivables consisted of the following (in thousands): September 30, December 31, Patent cost reimbursements $ 2,197 $ 4,702 Accrued interest on marketable securities 499 226 Other 3 555 Total $ 2,699 $ 5,483 Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, Prepaid contract manufacturing and clinical costs $ 4,789 $ 2,714 Prepaid insurance 2,228 1,897 Prepaid income taxes 438 1,486 Prepaid rent — 468 Other 1,103 671 Total $ 8,558 $ 7,236 Property and equipment, net, consisted of the following (in thousands): September 30, December 31, Lab equipment $ 10,782 $ 6,848 Leasehold improvements 1,836 1,701 Computer equipment 614 273 Furniture and equipment 161 133 Construction in progress 747 9 Total property and equipment, gross 14,140 8,964 Less: accumulated depreciation and amortization (5,181) (4,077) Property and equipment, net $ 8,959 $ 4,887 Depreciation and amortization expenses related to property and equipment were $0.4 million and $0.3 million, respectively, for the three months ended September 30, 2022 and 2021. Depreciation and amortization expenses related to property and equipment were $1.1 million and $0.7 million for the nine months ended September 30, 2022 and 2021, respectively. Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, Accrued employee compensation and related expenses $ 4,631 $ 4,225 Accrued research and development expenses 5,717 4,065 Accrued patent expenses 1,877 3,213 Accrued expenses related to sublicensing revenues 528 586 Credit card liability — 259 Other 1,885 788 Total $ 14,638 $ 13,136 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Private Company, Related Party On May 15, 2020, we entered into an Exclusive License Agreement, as amended, with a private company, related party (the “Private Company License Agreement”), under which we granted the private company an exclusive worldwide license to certain CRISPR intellectual property rights and know-how in a defined field. As consideration for the exclusive license, the private company issued to us 7,500,000 shares of convertible preferred stock with an estimated fair value of $7.5 million, which was the price paid for similar shares by another investor, and which was an arm’s length transaction. This represents a material voting interest in the private company and entitles us to hold one of the four private company’s board of director seats and to jointly vote with another stockholder on a second board of director seat. As of September 30, 2022, we have appointed one of the four directors of the private company. We concluded that the private company is a variable interest entity and that we are not its primary beneficiary based on our representation on its board of directors. As the private company’s convertible preferred stock is not in substance common stock, we record this investment using the measurement alternative in accordance with ASC 321, Investments–Equity Securities. Under the measurement alternative, our investment in the private company’s convertible preferred stock was initially recorded at its estimated fair value, but the carrying value may be adjusted through earnings upon an impairment or when there is an observable price change involving the same or a similar investment with the private company. As of each of September 30, 2022 and December 31, 2021, the carrying value of the investment was $7.5 million. There have been no changes to the carrying value of the investment during the three months ended September 30, 2022. We did not recognize any revenue in connection with the Private Company License Agreement for each of the three- and nine-month periods ended September 30, 2022 and 2021. Scientific Advisory Board Payments Dr. Jennifer A. Doudna, a co-founder and stockholder of the Company, receives compensation for participating on our scientific advisory board (the “SAB”). During each of the three- and nine-month periods ended September 30, 2022 and 2021, we paid Dr. Doudna less than $0.1 million for her participation on our SAB. Loan to our President and Chief Executive Officer In November 2018, our president and chief executive officer entered into a promissory note with us for $1.1 million, as a means to provide liquidity without triggering a taxable event. The note bore interest at a rate of 3.04%, compounded annually, and was payable in five years, together with principal and accrued interest. The promissory note was secured by 409,795 shares of our common stock owned by our president and chief executive officer and was determined to be non-recourse for accounting purposes. As such, the issuance of the promissory note was effectively the grant of a new share option. The promissory note was repaid in full amount in June 2021 by our president and chief executive officer and recognized as an increase in additional paid in capital of $1.2 million. |
Paycheck Protection Program Loa
Paycheck Protection Program Loan | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Paycheck Protection Program Loan | Paycheck Protection Program LoanOn May 6, 2020, we entered into a promissory note with WebBank (the “Lender”) pursuant to the Paycheck Protection Program for a total amount of $1.6 million (the “PPP Loan”). Our PPP Loan had a two-year term and bore interest at a stated rate of 1.0% per annum, accrued monthly, beginning on the date our PPP Loan was issued by the Lender. No monthly principal and interest payments were required under our PPP Loan. We did not provide any collateral or guarantees for our PPP Loan, nor did we pay any facility charge to obtain our PPP Loan. Our PPP Loan provided for customary events of default, including those relating to failure to make payment, bankruptcy, breaches of representations, and material adverse effects. We could have prepaid the principal of our PPP Loan at any time without incurring any prepayment charges. On May 22, 2021, our PPP Loan was forgiven in full by the SBA and, at that time, we recognized a PPP Loan extinguishment gain of $1.6 million in our condensed consolidated statements of operations and comprehensive loss. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Facility Lease Agreements We lease laboratory and office space under noncancellable operating agreements. In March 2021, we entered into a ten-year lease agreement, which superseded and replaced our prior lease, as amended, for our corporate headquarters and the new lease included additional office and laboratory space located within the same building in Berkeley, California. This lease agreement contains a renewal option for an additional term of five years. In addition to base rent, we pay our share of operating expenses and taxes. In January 2022, we entered into a ten-and-a-half-year lease agreement for approximately 10,000 square feet of office and laboratory space in Berkeley, California, near our current corporate headquarters. In connection with signing this lease, we paid a deposit in the amount of $0.4 million to the lessor. This lease agreement contains an escalation clause for increased base rent over the term and a renewal option for an additional term of five years. In addition to base rent, we pay our share of operating expenses and taxes. To complete certain leasehold improvements, the lessor has agreed to provide us a tenant improvement allowance of $1.8 million. The leasehold improvements constructed are presented under property and equipment on our condensed consolidated balance sheets and are depreciated on a straight-line basis over the remaining lease term. The components of lease costs, which are included in our statements of operations and comprehensive loss, are as follows (in thousands): Three Months Ended Nine Months Ended Operating lease cost (1) $ 1,822 $ 5,443 Short-term lease cost — 83 Total lease cost $ 1,822 $ 5,526 (1) Includes $0.6 million and $1.6 million of variable lease cost related to operating expenses and taxes for the three and nine months ended September 30, 2022, respectively. Supplemental information related to our leases is as follows (in thousands): Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,454 As of September 30, 2022, the weighted-average remaining lease term was 8.6 years for our corporate office and laboratory leases, and the weighted-average discount rate was 11.29%. The following table summarizes a maturity analysis of our operating lease liabilities showing the aggregate lease payments as of September 30, 2022 (in thousands): Remainder of 2022 (1) $ 681 2023 (2) 3,197 2024 (3) 4,353 2025 4,475 2026 5,720 Thereafter 28,037 Total undiscounted lease payments 46,463 Less: imputed interest (18,593) Total discounted lease payments 27,870 Less: current portion of lease liability (912) Noncurrent portion of lease liability $ 26,958 (1) Reflects an offset of $0.1 million related to incentives expected to be received in 2022. (2) Reflects an offset of $1.5 million related to incentives expected to be received in 2023. (3) Reflects an offset of $0.2 million related to incentives expected to be received in 2024. Capital Lease We accounted for certain leased equipment as a capital lease due to the ownership of such equipment transferring to us at the end of the lease term. As of December 31, 2021, the capital lease obligation was repaid in full and we do not have any remaining future minimum lease payments related to this capital lease. Research and Development Agreements We enter into various agreements in the ordinary course of business, such as those with suppliers, contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), clinical trial sites, and the like. These agreements provide for termination at the request of either party, generally with less than one-year notice and are, therefore, cancellable contracts and, if cancelled, are not anticipated to have a material effect on our condensed consolidated financial condition, results of operations, or cash flows. Guarantees and Indemnifications In the normal course of business, we enter into agreements that contain a variety of representations and warranties and provide for certain indemnifications by us. Our exposure under these agreements is unknown because claims may be made against us in the future. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations. As of September 30, 2022 and December 31, 2021, we did not have any material indemnification claims that were probable or reasonably possible, and consequently, we have not recorded related liabilities. Litigation From time to time, we may become involved in legal proceedings arising in the ordinary course of business. We record a liability for such matters when it is probable that future losses will be incurred and if such losses can be reasonably estimated. Significant judgment by us is required to determine both probability and the estimated amount. We are not currently subject to any material legal proceedings, and we are not aware of any unasserted claims pending that could, individually or in the aggregate, have a material adverse effect on our results of operations or financial condition. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Common Stock | Common Stock Common stock reserved for future issuance consists of the following: As of As of Stock options, issued and outstanding 6,649,892 6,757,591 Stock options, authorized for future issuance 5,955,761 3,749,339 Stock available under our employee stock purchase plan 1,044,518 511,000 Unvested restricted stock units and performance-based restricted stock units 259,769 — 13,909,940 11,017,930 Shelf Registration Statement On August 9, 2022, we filed a shelf registration statement on Form S-3 (“Shelf Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”). The Shelf Registration Statement allows us to sell from time to time up to $400.0 million of common stock, preferred stock, debt securities, warrants, rights, or units comprised of any combination of these securities, for our own account in one or more offerings (including the $100.0 million of common stock reserved for our at-the-market equity offering program described below). The SEC declared the Shelf Registration Statement effective on August 16, 2022. The terms of any offering under the Shelf Registration Statement will be established at the time of such offering and will be described in a prospectus supplement to the Shelf Registration Statement filed with the SEC prior to the completion of any such offering. At-the-market Equity Offering Program On August 9, 2022, we also entered into an Open Market Sale Agreement SM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”) with respect to an at-the-market (“ATM”) equity offering program, pursuant to which, through Jefferies as sales agent, we may from time to time, sell shares of our common stock having an aggregate offering price of up to $100.0 million in gross proceeds under the Shelf Registration Statement. As of September 30, 2022, there have been no sales under the ATM equity offering program and, as of September 30, 2022, the full capacity remained available for issuance. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock-Based Compensation Equity Incentive Plans In July 2021, our board of directors adopted and our stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”) that became effective on July 22, 2021. We reserved 5,200,000 shares of common stock for issuance under the 2021 Plan. In addition, 934,562 shares available for issuance under the 2013 Equity Incentive Plan, adopted in 2013 and amended and restated in 2019, were transferred into the 2021 Plan. In addition, any shares subject to awards under the 2013 Plan that terminate, expire, or lapse for any reason without the delivery of shares, or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, will be added to the 2021 Plan. The 2021 Plan also provides that the number of shares initially reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and ending on January 1, 2031, by an amount equal to the lesser of (a) 5% of the shares of common stock outstanding on the last day of the immediately preceding fiscal year and (b) such smaller number of shares of stock as determined by our Board. No more than 56,000,000 shares of stock may be issued upon the exercise of incentive stock options under the 2021 Plan. Options under the 2021 Plan may be granted for periods of up to 10 years at exercise prices no less than the fair market value of our common stock on the date of grant; provided, however, that the exercise price of an incentive stock option granted to a 10% stockholder may not be less than 110% of the fair market value of the shares on the date of grant and such option may not be exercisable after the expiration of five years from the date of grant. The grant date fair market value of all awards made under the 2021 Plan and all cash compensation paid by us to any non-employee director for services as a director in any fiscal year may not exceed $750,000, increased to $1,000,000 in the fiscal year of their initial service as a non-employee director. As of September 30, 2022, we had 5,955,761 shares available for issuance under the 2021 Plan. The following table summarizes stock option activity under our equity incentive plans during the nine months ended September 30, 2022: Stock Options Weighted- Weighted- Aggregate Outstanding at December 31, 2021 6,757,591 $ 8.57 8.7 $ 50,085 Options granted 1,206,750 8.88 Options exercised (654,665) 2.09 Options cancelled or forfeited (659,784) 9.74 Outstanding at September 30, 2022 6,649,892 $ 9.14 8.5 $ 24,431 Exercisable at September 30, 2022 2,207,115 $ 6.13 7.4 $ 12,416 Vested and expected to vest at September 30, 2022 6,649,892 $ 9.14 8.5 $ 24,431 *The aggregate intrinsic value is calculated as the difference between the stock option exercise price and the estimated fair value of the underlying common stock at the end of each reporting period referenced above. Grant Date Fair Value During the three months ended September 30, 2022, we granted 372,600 stock options to employees (no stock options were granted to non-employees) with a weighted average grant date fair value of $6.43. During the nine months ended September 30, 2022, we granted 1,206,750 stock options to employees and non-employees with a weighted average grant date fair value of $5.84. During the three months ended September 30, 2021, we granted 351,750 stock options to employees (no stock options were granted to non-employees) with a weighted average grant date fair value of $16.64. During the nine months ended September 30, 2021, we granted 2,809,660 stock options to employees and non-employees with a weighted average grant date fair value of $4.70. We estimated the fair value of each employee and non-employee stock option award on the grant date using the Black-Scholes option-pricing model based on the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Volatility 74.2% 74.8% 71.7% to 74.2% 74.8% to 76.5% Expected term (in years) 6.0 7.0 5.5 to 6.0 5.5 to 7.0 Risk-free interest rate 3.1% to 3.7% 1.1% 1.7% to 3.7% 0.9% to 1.2% Expected dividend yield 0.0% 0.0% 0.0% 0.0% As of September 30, 2022, there was $29.2 million of unrecognized stock-based compensation expense related to employee and non-employee stock options that is expected to be recognized over a weighted-average period of 2.8 years. Restricted Stock Units During the nine months ended September 30, 2022, we granted 200,058 restricted stock units (“RSUs”) and 59,781 performance-based RSUs (“PSUs”) under the 2021 Plan. A summary of the status of and change in unvested RSUs and PSUs as of September 30, 2022 was as follows: Number of Shares Underlying Outstanding RSUs and PSUs Weighted-Average Grant Date Fair Value per RSU and PSU Unvested, January 1, 2022 — $ — Granted 259,839 10.07 Forfeited (70) 9.90 Unvested, September 30, 2022 259,769 $ 10.07 The PSUs were granted to our executive officers and will vest if and when a certain milestone is reached within a specific time period, contingent upon the executive officer remaining an employee at that time. As of September 30, 2022, the achievement of this milestone was not considered probable and, therefore, no stock-based compensation was recorded. As of September 30, 2022, the total unrecognized stock-based compensation expense related to unvested RSUs was $1.8 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.3 years. As of September 30, 2022, there was approximately $0.6 million of unrecognized stock-based compensation expense related to unvested PSUs. Employee Stock Purchase Plan (“ESPP”) In July 2021, our board of directors adopted and our stockholders approved the ESPP, which became effective on July 22, 2021. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (the “Tax Code”). We reserved 511,000 shares of our common stock for employee purchases under the ESPP. The number of shares of common stock reserved for issuance under the ESPP will be automatically increased each January 1, beginning on January 1, 2022 and ending on January 1, 2031 by an amount equal to the lesser of (a) 1% of the shares of common stock outstanding on the last day of the immediately preceding fiscal year and (b) such smaller number of shares of stock as determined by our Board; provided that the maximum number of shares that may be issued under the ESPP is 10,000,000 shares. The ESPP allows an eligible employee to purchase shares of our common stock at a discount through payroll deductions of up to 15% of the employee’s eligible compensation. At the end of each purchase period, employees are able to purchase shares at 85% of the lower of the fair market value of our common stock at the beginning of the offering period or at the end of each applicable offering period. The first offering period commenced on August 16, 2021 and ended on February 15, 2022. We have issued 36,596 shares of common stock under the ESPP as of September 30, 2022. We recorded $0.1 million in accrued liabilities related to contributions withheld as of September 30, 2022. Stock-Based Compensation Expense We recorded stock-based compensation expense related to employee and non-employee equity-based awards grants in our condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 1,072 $ 484 $ 3,139 $ 970 General and administrative 1,601 451 5,476 901 Total $ 2,673 $ 935 $ 8,615 $ 1,871 The above stock-based compensation expense related to the following equity-based awards (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options $ 2,479 $ 894 $ 8,190 $ 1,830 ESPP 80 41 209 41 RSUs 114 — 216 — Total $ 2,673 $ 935 $ 8,615 $ 1,871 Stock-based compensation expense related to employees was $2.7 million and $0.9 million for the three months ended September 30, 2022 and 2021, respectively. Stock-based compensation expense related to employees was $8.5 million and $1.9 million for the nine months ended September 30, 2022 and 2021, respectively. Stock-based compensation expense related to non-employees was less than $0.1 million for the three months ended September 30, 2022 and 2021, respectively. Stock-based compensation expense related to non-employees was $0.1 million and less than $0.1 million for the nine months ended September 30, 2022 and 2021, respectively. |
401(k) Savings Plan
401(k) Savings Plan | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
401(K) Savings plan | 401(k) Savings PlanIn 2017, we established a defined-contribution savings plan under Section 401(k) of the Tax Code. Our 401(k) plan is available to all employees and allows participants to defer a portion of their annual compensation on a pretax basis subject to applicable laws. We also provide a 4% match for employee contributions up to a certain limit. During the nine months ended September 30, 2022 and 2021, we contributed $0.6 million and $0.3 million, respectively, to our 401(k) plan. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesNo income tax expense was recorded during each of the three- and nine-month periods ended September 30, 2022 and 2021 due to our operating losses. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss $ (26,647) $ (20,974) $ (72,432) $ (48,444) Denominator: Weighted-average common shares outstanding used to compute net loss per share, basic and diluted 60,886,921 45,889,646 60,731,520 22,052,944 Net loss per share, basic and diluted $ (0.44) $ (0.46) $ (1.19) $ (2.20) Because we were in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods, as the inclusion of all common stock equivalents outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of As of Convertible preferred stock — — Stock options outstanding 6,649,892 4,965,952 RSUs and PSUs issued and outstanding 259,769 — Shares committed under ESPP 49,109 18,804 6,958,770 4,984,756 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsWe did not have any subsequent events as of the filing date of this Quarterly Report on Form 10-Q. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Caribou Biosciences, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. |
Use Of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires our 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 our condensed consolidated financial statements; and the reported amounts of revenue, income, and expenses during the applicable reporting period. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, common stock valuation, stock-based compensation expense, accrued expenses related to research and development activities, valuation of the Memorial Sloan Kettering Cancer Center (“MSKCC”) success payments liability, and income taxes. Our management bases its estimates on historical experience and on various other assumptions that they believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from those estimates. |
Segments | Segments We operate and manage our business as one reportable operating segment, which is the business of developing a pipeline of allogeneic CAR-T and CAR-NK cell therapies. Our president and chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating resources and evaluating financial performance. All long-lived assets are maintained in the United States. |
Concentration of Credit Risk and Other Uncertainties | Concentrations of Credit Risk and Other Uncertainties Financial instruments that potentially subject us to concentration of credit risk consist of cash and cash equivalents, accounts receivable, contract assets, other receivables, and investments in marketable securities and equity securities. Substantially all of our cash and cash equivalents are deposited in accounts at two financial institutions, and account balances may at times exceed federally insured limits. We mitigate the risks by investing in high-grade instruments, limiting our exposure to one issuer, and we monitor the ongoing creditworthiness of the financial institutions and issuers. We believe these financial institutions to be of high credit quality. Licensees that represent 10% or more of our revenue and accounts receivable and contract assets were as follows: Revenue Revenue Accounts Receivable and Contract Assets Three Months Ended Nine Months Ended As of As of September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Licensee A 17.2 % 14.0 % 16.4 % 23.2 % 24.2 % 24.6 % Licensee B 51.7 % 57.2 % 54.2 % 39.5 % 33.7 % 45.1 % Licensee C * * * * 12.0 % * Total 68.9 % 71.2 % 70.6 % 62.7 % 69.9 % 69.7 % *Less than 10% We monitor economic conditions to identify facts or circumstances that may indicate if any of our accounts receivable are not collectible or if the contract assets should be impaired. No allowance for doubtful accounts or contract asset impairment was recorded as of September 30, 2022 or December 31, 2021. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. The useful lives of property and equipment are as follows: Computers 3 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of remaining lease term or estimated useful life Upon retirement or sale of the assets, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is recorded in the statements of operations. Repairs and maintenance are expensed as incurred. |
Leases | Leases We adopted the guidance under ASC 842 on January 1, 2022 using the modified retrospective approach with a cumulative-effect adjustment as of January 1, 2022 in accordance with the Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842). We determine whether an arrangement is or contains a lease at the inception of the arrangement and whether such a lease is classified as a finance lease or operating lease at the commencement date of the lease. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities, and long-term lease liabilities. We elected not to recognize the right-of-use assets and lease liabilities for leases with lease terms of 12 months or less (short-term leases). Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. As the interest rate implicit in our lease contracts is not readily determinable, we utilize a collateralized incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments. Certain adjustments to the right-of-use assets may be required for items such as initial direct costs paid or incentives received and impairment charges if we determine the right-of-use assets are impaired. There was no cumulative-effect adjustment recorded to retained earnings on January 1, 2022. We consider the lease term to be the noncancellable period that we have the right to use the underlying asset, together with any periods where it is reasonably certain we will exercise an option to extend (or not terminate) the lease. Periods covered by an option to extend (or not terminate) the lease in which the exercise of the option is controlled by the lessor are included in the lease term. Rent expense for operating leases is recognized on a straight-line basis over the lease term and is presented in operating expenses on the statements of operations and comprehensive loss. We have elected to not separate lease and non-lease components for our facilities leases and leases of electroporation devices and, instead, we account for each separate lease component and the non-lease components associated with that lease component as a single lease component. Variable lease payments are recognized as incurred and are presented in operating expenses on the statements of operations and comprehensive loss. As of September 30, 2022 and December 31, 2021, we had no finance leases. See Note 9 to our condensed consolidated financial statements included elsewhere in this Form 10-Q for additional information about the impact of adoption and disclosures on our leases. |
Recent Accounting Pronouncements and New Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard-setting bodies and are adopted by us as of the specified effective date. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize in its statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. We adopted the new standard as of January 1, 2022, using the modified retrospective approach. Comparative periods were not adjusted and continue to be presented under the previous accounting guidance. We elected the package of practical expedients permitted under the transition guidance, which allows us to carry forward the historical lease classification of contracts entered into prior to January 1, 2022. Our adoption of the new standard impacted the condensed consolidated balance sheets as follows (in thousands): January 1, 2022 Pre-ASC 842 Balance ASC 842 Adoption Impact Post-ASC 842 Balance Operating lease right-of-use assets $ — $ 22,818 $ 22,818 Prepaid rent $ 291 $ (291) $ — Accrued expenses and other current liabilities* $ 13,136 $ 683 $ 13,819 Long-term operating lease liabilities $ — $ 23,941 $ 23,941 Deferred rent and lease incentive liability $ 2,097 $ (2,097) $ — *Adjustment represents the current portion of operating lease liabilities of $0.8 million and reclassification of the current portion of the lease incentive liability of $0.1 million to reduce the operating lease right-of-use assets. New Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). This ASU provides guidance on the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment approach with a methodology to reflect expected credit losses and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. This ASU is to be applied on a modified retrospective approach and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, and interim reporting periods within fiscal years beginning after December 15, |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary Of Provision For Credit Losses and other Uncertainties | Licensees that represent 10% or more of our revenue and accounts receivable and contract assets were as follows: Revenue Revenue Accounts Receivable and Contract Assets Three Months Ended Nine Months Ended As of As of September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Licensee A 17.2 % 14.0 % 16.4 % 23.2 % 24.2 % 24.6 % Licensee B 51.7 % 57.2 % 54.2 % 39.5 % 33.7 % 45.1 % Licensee C * * * * 12.0 % * Total 68.9 % 71.2 % 70.6 % 62.7 % 69.9 % 69.7 % *Less than 10% |
Summary of Useful Lives of Property and Equipment | The useful lives of property and equipment are as follows: Computers 3 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of remaining lease term or estimated useful life |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Our adoption of the new standard impacted the condensed consolidated balance sheets as follows (in thousands): January 1, 2022 Pre-ASC 842 Balance ASC 842 Adoption Impact Post-ASC 842 Balance Operating lease right-of-use assets $ — $ 22,818 $ 22,818 Prepaid rent $ 291 $ (291) $ — Accrued expenses and other current liabilities* $ 13,136 $ 683 $ 13,819 Long-term operating lease liabilities $ — $ 23,941 $ 23,941 Deferred rent and lease incentive liability $ 2,097 $ (2,097) $ — *Adjustment represents the current portion of operating lease liabilities of $0.8 million and reclassification of the current portion of the lease incentive liability of $0.1 million to reduce the operating lease right-of-use assets. |
Fair Value Measurements and F_2
Fair Value Measurements and Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured on Recurring Basis | The following table sets forth our financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurements as of September 30, 2022 Total Level 1 Level 2 Level 3 Assets: Commercial paper ($52,821 included in cash and cash equivalents) $ 149,970 $ — $ 149,970 $ — U.S. Treasury bills 87,863 87,863 — — Corporate debt securities 46,635 — 46,635 — Money market fund investments (included in cash and cash equivalents) 29,264 29,264 — — U.S. government agency bonds 28,858 — 28,858 — Total fair value of assets $ 342,590 $ 117,127 $ 225,463 $ — Liabilities: MSKCC success payments liability $ 3,039 $ — $ — $ 3,039 Total fair value of liabilities $ 3,039 $ — $ — $ 3,039 Fair Value Measurements as of December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Money market fund investments (included in cash and cash equivalents) $ 181,528 $ 181,528 $ — $ — Commercial paper ($58,892 included in cash and cash equivalents) 141,676 — 141,676 — Corporate debt securities 38,649 — 38,649 — U.S. Treasury bills 26,590 26,590 — — U.S. government agency bonds 25,065 — 25,065 — Total fair value of assets $ 413,508 $ 208,118 $ 205,390 $ — Liabilities: MSKCC success payments liability $ 4,080 $ — $ — $ 4,080 Total fair value of liabilities $ 4,080 $ — $ — $ 4,080 |
Schedule of Fair Value and Amortized Cost of Cash Equivalents and Available-for-Sale Marketable Securities | The fair value and amortized cost of cash equivalents and available-for-sale marketable securities by major security type as of September 30, 2022 and December 31, 2021 are presented in the following tables (in thousands): As of September 30, 2022 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Commercial paper ($52,821 included in cash and cash equivalents) $ 150,135 $ — $ (165) $ 149,970 U.S. Treasury bills 89,027 — (1,164) 87,863 Corporate debt securities 47,022 — (387) 46,635 Money market investments (included in cash equivalents) 29,264 — — 29,264 U.S. government agency bonds 29,178 1 (321) 28,858 Total cash equivalents and marketable securities $ 344,626 $ 1 $ (2,037) $ 342,590 Classified as: Cash and cash equivalents $ 82,085 Marketable securities, short-term 211,284 Marketable securities, long-term 49,221 Total cash equivalents and marketable securities $ 342,590 As of December 31, 2021 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Money market investments (included in cash equivalents) $ 181,528 $ — $ — $ 181,528 Commercial paper ($58,892 included in cash equivalents) 141,726 1 (51) 141,676 U.S. government agency bonds 25,102 — (37) 25,065 Corporate debt securities 38,661 4 (16) 38,649 U.S. Treasury bills 26,626 1 (37) 26,590 Total cash equivalents and marketable securities $ 413,643 $ 6 $ (141) $ 413,508 Classified as: Cash and cash equivalents $ 240,420 Marketable securities, short-term 135,412 Marketable securities, long-term 37,676 Total cash equivalents and marketable securities $ 413,508 |
Schedule of Change in Fair Value of Financial Liability | The following table sets forth a summary of the changes in the fair value of our Level 3 financial liability (in thousands): MSKCC Success Payments Balance at December 31, 2021 $ 4,080 Change in fair value (1,041) Balance at September 30, 2022 $ 3,039 |
Schedule of Assumptions Used in Valuation of MSKCC Success Payments Liability | As of As of Fair value of common stock $ 10.55 $ 15.09 Risk-free interest rate 3.83% 1.52% Expected volatility 81% 75% Probability of achieving multiple of Initial Share Price 5.7% to 17.9% 7.0% to 20.9% Expected term (years) 3.9 to 5.3 4.2 to 5.5 |
Significant Agreements (Tables)
Significant Agreements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Significant Agreements [Abstract] | |
Summary of Amounts of Success Payments MSKCC | The following table summarizes the amounts of the MSKCC success payments: Multiple of Initial Share Price giving rise to a success payment 5x 10x 15x MSKCC success payments (in millions) $ 10.0 $ 10.0 $ 15.0 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following is a summary of revenue by geographic location for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States $ 2,966 $ 3,507 $ 9,761 $ 6,483 Rest of world 337 470 398 556 Total $ 3,303 $ 3,977 $ 10,159 $ 7,039 |
Schedule of Changes in Company's Contract Assets and Liabilities | The following table presents changes in our contract assets and liabilities during the nine months ended September 30, 2022 (in thousands): Balance as of Additions Deductions Balance as of Accounts receivable $ 1,153 $ 6,271 $ (7,027) $ 397 Contract assets: Unbilled accounts receivable $ 1,488 $ 5,486 $ (5,075) $ 1,899 Contract liabilities: Deferred revenue, current and long-term $ 30,735 $ 3,514 $ (6,791) $ 27,458 |
Balance Sheet Items (Tables)
Balance Sheet Items (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Other Receivables | Other receivables consisted of the following (in thousands): September 30, December 31, Patent cost reimbursements $ 2,197 $ 4,702 Accrued interest on marketable securities 499 226 Other 3 555 Total $ 2,699 $ 5,483 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, Prepaid contract manufacturing and clinical costs $ 4,789 $ 2,714 Prepaid insurance 2,228 1,897 Prepaid income taxes 438 1,486 Prepaid rent — 468 Other 1,103 671 Total $ 8,558 $ 7,236 |
Schedule of Property and Equipment | Property and equipment, net, consisted of the following (in thousands): September 30, December 31, Lab equipment $ 10,782 $ 6,848 Leasehold improvements 1,836 1,701 Computer equipment 614 273 Furniture and equipment 161 133 Construction in progress 747 9 Total property and equipment, gross 14,140 8,964 Less: accumulated depreciation and amortization (5,181) (4,077) Property and equipment, net $ 8,959 $ 4,887 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, Accrued employee compensation and related expenses $ 4,631 $ 4,225 Accrued research and development expenses 5,717 4,065 Accrued patent expenses 1,877 3,213 Accrued expenses related to sublicensing revenues 528 586 Credit card liability — 259 Other 1,885 788 Total $ 14,638 $ 13,136 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Components Lease Cost | The components of lease costs, which are included in our statements of operations and comprehensive loss, are as follows (in thousands): Three Months Ended Nine Months Ended Operating lease cost (1) $ 1,822 $ 5,443 Short-term lease cost — 83 Total lease cost $ 1,822 $ 5,526 (1) Includes $0.6 million and $1.6 million of variable lease cost related to operating expenses and taxes for the three and nine months ended September 30, 2022, respectively. |
Schedule Of Supplemental Information Related To Leases | Supplemental information related to our leases is as follows (in thousands): Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,454 |
Summary of Future Minimum Lease Payment Under Leases | The following table summarizes a maturity analysis of our operating lease liabilities showing the aggregate lease payments as of September 30, 2022 (in thousands): Remainder of 2022 (1) $ 681 2023 (2) 3,197 2024 (3) 4,353 2025 4,475 2026 5,720 Thereafter 28,037 Total undiscounted lease payments 46,463 Less: imputed interest (18,593) Total discounted lease payments 27,870 Less: current portion of lease liability (912) Noncurrent portion of lease liability $ 26,958 (1) Reflects an offset of $0.1 million related to incentives expected to be received in 2022. (2) Reflects an offset of $1.5 million related to incentives expected to be received in 2023. (3) Reflects an offset of $0.2 million related to incentives expected to be received in 2024. |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consists of the following: As of As of Stock options, issued and outstanding 6,649,892 6,757,591 Stock options, authorized for future issuance 5,955,761 3,749,339 Stock available under our employee stock purchase plan 1,044,518 511,000 Unvested restricted stock units and performance-based restricted stock units 259,769 — 13,909,940 11,017,930 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity under our equity incentive plans during the nine months ended September 30, 2022: Stock Options Weighted- Weighted- Aggregate Outstanding at December 31, 2021 6,757,591 $ 8.57 8.7 $ 50,085 Options granted 1,206,750 8.88 Options exercised (654,665) 2.09 Options cancelled or forfeited (659,784) 9.74 Outstanding at September 30, 2022 6,649,892 $ 9.14 8.5 $ 24,431 Exercisable at September 30, 2022 2,207,115 $ 6.13 7.4 $ 12,416 Vested and expected to vest at September 30, 2022 6,649,892 $ 9.14 8.5 $ 24,431 *The aggregate intrinsic value is calculated as the difference between the stock option exercise price and the estimated fair value of the underlying common stock at the end of each reporting period referenced above. |
Schedule of Estimated Fair Value of Stock Options on the Grant Date Using Black-Scholes Option-Pricing Model | We estimated the fair value of each employee and non-employee stock option award on the grant date using the Black-Scholes option-pricing model based on the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Volatility 74.2% 74.8% 71.7% to 74.2% 74.8% to 76.5% Expected term (in years) 6.0 7.0 5.5 to 6.0 5.5 to 7.0 Risk-free interest rate 3.1% to 3.7% 1.1% 1.7% to 3.7% 0.9% to 1.2% Expected dividend yield 0.0% 0.0% 0.0% 0.0% |
Schedule of Restricted Stock Units Activity (RSUs) | A summary of the status of and change in unvested RSUs and PSUs as of September 30, 2022 was as follows: Number of Shares Underlying Outstanding RSUs and PSUs Weighted-Average Grant Date Fair Value per RSU and PSU Unvested, January 1, 2022 — $ — Granted 259,839 10.07 Forfeited (70) 9.90 Unvested, September 30, 2022 259,769 $ 10.07 |
Schedule of Stock-Based Compensation Expenses Recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss | We recorded stock-based compensation expense related to employee and non-employee equity-based awards grants in our condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 1,072 $ 484 $ 3,139 $ 970 General and administrative 1,601 451 5,476 901 Total $ 2,673 $ 935 $ 8,615 $ 1,871 |
Schedule of Stock-Based Compensation Expense Related to Equity-Based Awards | The above stock-based compensation expense related to the following equity-based awards (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options $ 2,479 $ 894 $ 8,190 $ 1,830 ESPP 80 41 209 41 RSUs 114 — 216 — Total $ 2,673 $ 935 $ 8,615 $ 1,871 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income Per Share | The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss $ (26,647) $ (20,974) $ (72,432) $ (48,444) Denominator: Weighted-average common shares outstanding used to compute net loss per share, basic and diluted 60,886,921 45,889,646 60,731,520 22,052,944 Net loss per share, basic and diluted $ (0.44) $ (0.46) $ (1.19) $ (2.20) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Because we were in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods, as the inclusion of all common stock equivalents outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of As of Convertible preferred stock — — Stock options outstanding 6,649,892 4,965,952 RSUs and PSUs issued and outstanding 259,769 — Shares committed under ESPP 49,109 18,804 6,958,770 4,984,756 |
Description of the Business, _2
Description of the Business, Organization, and Liquidity - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) subsidiary | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Accumulated deficit | $ 170,226 | $ 170,226 | $ 97,794 | ||||||
Net loss | (26,647) | $ (26,697) | $ (19,088) | $ (20,974) | $ (14,311) | $ (13,159) | (72,432) | $ (48,444) | |
Cash generated in operating activities | (65,922) | $ (11,130) | |||||||
Cash, cash equivalents and short term marketable securities | $ 342,600 | $ 342,600 | |||||||
Number of Subsidiaries | subsidiary | 4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
Accounting Policies [Abstract] | ||
Number of operating segment | Segment | 1 | |
Number of reportable segment | Segment | 1 | |
Allowance for doubtful accounts | $ | $ 0 | $ 0 |
Finance leases | $ | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Concentration of Credit Risk and other Uncertainties (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue Benchmark | Major Customers | |||||
Concentration Risk [Line Items] | |||||
Total | 68.90% | 71.20% | 70.60% | 62.70% | |
Revenue Benchmark | Licensee A | |||||
Concentration Risk [Line Items] | |||||
Total | 17.20% | 14% | 16.40% | 23.20% | |
Revenue Benchmark | Licensee B | |||||
Concentration Risk [Line Items] | |||||
Total | 51.70% | 57.20% | 54.20% | 39.50% | |
Accounts Receivable | Major Customers | |||||
Concentration Risk [Line Items] | |||||
Total | 69.90% | 69.70% | |||
Accounts Receivable | Licensee A | |||||
Concentration Risk [Line Items] | |||||
Total | 24.20% | 24.60% | |||
Accounts Receivable | Licensee B | |||||
Concentration Risk [Line Items] | |||||
Total | 33.70% | 45.10% | |||
Accounts Receivable | Licensee E | |||||
Concentration Risk [Line Items] | |||||
Total | 12% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Useful Lives of Property and Equipment (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Computers | |
Property, Plant and Equipment [Line Items] | |
Useful lives of property and equipment (in years) | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful lives of property and equipment (in years) | 5 years |
Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Useful lives of property and equipment (in years) | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Impact of Adopted Standard (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Accounting Principle [Line Items] | |||
Operating lease, right of use assets | $ 24,626 | $ 22,818 | $ 0 |
Prepaid rent | 0 | 468 | |
Accrued expenses and other current liabilities | 14,638 | 13,819 | 13,136 |
Long-term operating lease liabilities | 26,958 | 23,941 | 0 |
Deferred rent and lease incentive liability | 0 | 2,097 | |
Lease liabilities, current | $ 912 | 800 | $ 0 |
Reclassification adjustment on operating lease liability current | 100 | ||
Scenario Previously Reported Member | |||
Accounting Principle [Line Items] | |||
Prepaid rent | 291 | ||
Accrued expenses and other current liabilities | 13,136 | ||
Deferred rent and lease incentive liability | 2,097 | ||
Restatement Adjustment Member | Accounting Standards Update 2016-02 Member | |||
Accounting Principle [Line Items] | |||
Operating lease, right of use assets | 22,818 | ||
Prepaid rent | (291) | ||
Accrued expenses and other current liabilities | 683 | ||
Long-term operating lease liabilities | 23,941 | ||
Deferred rent and lease incentive liability | $ (2,097) |
Fair Value Measurements and F_3
Fair Value Measurements and Fair Value of Financial Instruments - Schedule of Financial Instruments Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Liabilities: | |||
Cash and cash equivalents | $ 82,085 | $ 240,420 | $ 435,310 |
Commercial paper | |||
Liabilities: | |||
Cash and cash equivalents | 52,821 | 58,892 | |
Fair Value, Recurring | |||
Assets: | |||
Assets fair value | 342,590 | 413,508 | |
Liabilities: | |||
Liabilities fair value | 3,039 | 4,080 | |
Fair Value, Recurring | Commercial paper | |||
Assets: | |||
Assets fair value | 149,970 | 141,676 | |
Fair Value, Recurring | U.S. Treasury bills | |||
Assets: | |||
Assets fair value | 87,863 | 26,590 | |
Fair Value, Recurring | Corporate debt securities | |||
Assets: | |||
Assets fair value | 46,635 | 38,649 | |
Fair Value, Recurring | Money market fund investments (included in cash and cash equivalents) | |||
Assets: | |||
Assets fair value | 29,264 | 181,528 | |
Fair Value, Recurring | U.S. government agency bonds | |||
Assets: | |||
Assets fair value | 28,858 | 25,065 | |
Fair Value, Recurring | MSKCC success payments liability | |||
Liabilities: | |||
Liabilities fair value | 3,039 | 4,080 | |
Fair Value, Recurring | Level 1 | |||
Assets: | |||
Assets fair value | 117,127 | 208,118 | |
Liabilities: | |||
Liabilities fair value | 0 | 0 | |
Fair Value, Recurring | Level 1 | Commercial paper | |||
Assets: | |||
Assets fair value | 0 | ||
Fair Value, Recurring | Level 1 | U.S. Treasury bills | |||
Assets: | |||
Assets fair value | 87,863 | 26,590 | |
Fair Value, Recurring | Level 1 | Corporate debt securities | |||
Assets: | |||
Assets fair value | 0 | ||
Fair Value, Recurring | Level 1 | Money market fund investments (included in cash and cash equivalents) | |||
Assets: | |||
Assets fair value | 29,264 | 181,528 | |
Fair Value, Recurring | Level 1 | U.S. government agency bonds | |||
Assets: | |||
Assets fair value | 0 | ||
Fair Value, Recurring | Level 1 | MSKCC success payments liability | |||
Liabilities: | |||
Liabilities fair value | 0 | 0 | |
Fair Value, Recurring | Level 2 | |||
Assets: | |||
Assets fair value | 225,463 | 205,390 | |
Liabilities: | |||
Liabilities fair value | 0 | 0 | |
Fair Value, Recurring | Level 2 | Commercial paper | |||
Assets: | |||
Assets fair value | 149,970 | 141,676 | |
Fair Value, Recurring | Level 2 | U.S. Treasury bills | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Fair Value, Recurring | Level 2 | Corporate debt securities | |||
Assets: | |||
Assets fair value | 46,635 | 38,649 | |
Fair Value, Recurring | Level 2 | Money market fund investments (included in cash and cash equivalents) | |||
Assets: | |||
Assets fair value | 0 | ||
Fair Value, Recurring | Level 2 | U.S. government agency bonds | |||
Assets: | |||
Assets fair value | 28,858 | 25,065 | |
Fair Value, Recurring | Level 2 | MSKCC success payments liability | |||
Liabilities: | |||
Liabilities fair value | 0 | 0 | |
Fair Value, Recurring | Level 3 | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Liabilities: | |||
Liabilities fair value | 3,039 | 4,080 | |
Fair Value, Recurring | Level 3 | Commercial paper | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Fair Value, Recurring | Level 3 | U.S. Treasury bills | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Fair Value, Recurring | Level 3 | Corporate debt securities | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Fair Value, Recurring | Level 3 | Money market fund investments (included in cash and cash equivalents) | |||
Assets: | |||
Assets fair value | 0 | ||
Fair Value, Recurring | Level 3 | U.S. government agency bonds | |||
Assets: | |||
Assets fair value | 0 | 0 | |
Fair Value, Recurring | Level 3 | MSKCC success payments liability | |||
Liabilities: | |||
Liabilities fair value | $ 3,039 | $ 4,080 |
Fair Value Measurements and F_4
Fair Value Measurements and Fair Value of Financial Instruments - Schedule of Fair Value and Amortized Cost of Cash Equivalents and Available-for-Sale Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Debt Securities, Available-for-Sale [Line Items] | |||
Available-for-sale marketable securities and cash and cash equivalents, Amortized Cost Basis | $ 344,626 | ||
Available-for-sale marketable securities, Amortized Cost Basis | $ 413,643 | ||
Cash and cash equivalents, Amortized Cost Basis | 82,085 | 240,420 | $ 435,310 |
Unrealized Gains | 1 | 6 | |
Unrealized Losses | (2,037) | (141) | |
Available-for-sale marketable securities and cash and cash equivalents, Estimated Fair Value | 342,590 | 413,508 | |
Available-for-sale marketable securities, Estimated Fair Value | 413,508 | ||
Marketable securities, short-term | 211,284 | 135,412 | |
Marketable securities, long-term | 49,221 | 37,676 | |
Commercial paper | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash and cash equivalents, Amortized Cost Basis | 52,821 | 58,892 | |
Money market fund investments (included in cash and cash equivalents) | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash and cash equivalents, Amortized Cost Basis | 29,264 | 181,528 | |
Cash and cash equivalents, Estimated Fair Value | 29,264 | 181,528 | |
Commercial paper | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Available-for-sale marketable securities and cash and cash equivalents, Amortized Cost Basis | 150,135 | 141,726 | |
Unrealized Gains | 0 | 1 | |
Unrealized Losses | (165) | (51) | |
Available-for-sale marketable securities and cash and cash equivalents, Estimated Fair Value | 149,970 | 141,676 | |
U.S. Treasury bills | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Available-for-sale marketable securities, Amortized Cost Basis | 89,027 | 26,626 | |
Unrealized Gains | 0 | 1 | |
Unrealized Losses | (1,164) | (37) | |
Available-for-sale marketable securities, Estimated Fair Value | 87,863 | 26,590 | |
Corporate debt securities | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Available-for-sale marketable securities, Amortized Cost Basis | 47,022 | 38,661 | |
Unrealized Gains | 0 | 4 | |
Unrealized Losses | (387) | (16) | |
Available-for-sale marketable securities, Estimated Fair Value | 46,635 | 38,649 | |
U.S. Government Agency Bonds | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Available-for-sale marketable securities, Amortized Cost Basis | 29,178 | 25,102 | |
Unrealized Gains | 1 | 0 | |
Unrealized Losses | (321) | (37) | |
Available-for-sale marketable securities, Estimated Fair Value | $ 28,858 | $ 25,065 |
Fair Value Measurements and F_5
Fair Value Measurements and Fair Value of Financial Instruments - Schedule of Change in Fair Value of Financial Liability (Details) - MSKCC success payments liability - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Change in fair value | $ 1,600 | $ 2,400 | $ (1,000) | $ 3,600 |
Level 3 | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Balance at December 31, 2021 | 4,080 | |||
Change in fair value | (1,041) | |||
Balance at September 30, 2022 | $ 3,039 | $ 3,039 |
Fair Value Measurements and F_6
Fair Value Measurements and Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
MSKCC success payments liability | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Change in fair value | $ 1.6 | $ 2.4 | $ (1) | $ 3.6 |
Fair Value Measurements and F_7
Fair Value Measurements and Fair Value of Financial Instruments - Schedule of Assumptions Used in Valuation of MSKCC Success Payments Liability (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair value of common stock | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Success payment liability interest | 10.55 | 15.09 |
Risk-free interest rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Success payment liability interest | 0.000383 | 0.000152 |
Expected volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Success payment liability interest | 0.0081 | 0.0075 |
Probability of achieving multiple of Initial Share Price | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Success payment liability interest | 0.057 | 0.070 |
Probability of achieving multiple of Initial Share Price | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Success payment liability interest | 0.179 | 0.209 |
Expected term (years) | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Success payment liability assumptions term | 3 years 10 months 24 days | 4 years 2 months 12 days |
Expected term (years) | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Success payment liability assumptions term | 5 years 3 months 18 days | 5 years 6 months |
Significant Agreements - Additi
Significant Agreements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jun. 16, 2021 | Feb. 09, 2021 | May 15, 2020 | Jul. 13, 2015 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Nov. 13, 2020 | Dec. 15, 2016 | Jul. 16, 2014 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Increase decrease in fair value of success payments liability | $ 2,400 | ||||||||||||
Deferred revenue ($150 and $0 from related party, respectively) | $ 12,036 | $ 12,036 | $ 8,703 | ||||||||||
Deferred revenue, net of current portion ($0 and $100 from related party, respectively) | 15,423 | 15,423 | 22,032 | ||||||||||
Accounts receivable | 397 | 397 | 1,153 | ||||||||||
Contract assets | 1,899 | 1,899 | 1,488 | ||||||||||
Research and development | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Sublicensing expenses | $ 800 | ||||||||||||
Regulatory Milestones | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Potential milestone payment | $ 2,800 | ||||||||||||
Maximum | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Future development, regulatory, and product launch milestones payment received | $ 200,000 | ||||||||||||
The Regents of the University of California/University of Vienna | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Clinical milestone payment | 3,400 | ||||||||||||
Reimbursement percentage (as a percent) | 50% | ||||||||||||
Reduction in general and administrative expenses | 700 | 1,200 | 2,400 | 4,400 | |||||||||
The Regents of the University of California/University of Vienna | Research and development | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Sublicensing expenses | 300 | 300 | 800 | 1,300 | |||||||||
The Regents of the University of California/University of Vienna | General and administrative | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Patent prosecution and maintenance costs | 1,400 | 2,400 | 4,700 | 8,900 | |||||||||
Memorial Sloan Kettering Cancer Center | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Upfront payment fee | $ 500 | ||||||||||||
Commercial milestones | 112,000 | ||||||||||||
Aggregate success payment | 35,000 | 35,000 | |||||||||||
Maximum value of success payments and control payment | 35,000 | 35,000 | |||||||||||
Fair value of success payments liability | 3,000 | 3,000 | |||||||||||
Increase decrease in fair value of success payments liability | $ 1,600 | $ 1,000 | 3,600 | ||||||||||
Memorial Sloan Kettering Cancer Center | Common Stock | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Upfront payment fee | $ 2,100 | ||||||||||||
Memorial Sloan Kettering Cancer Center | Series B Convertible Preferred Stock | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Share price (in dollars per share) | $ 5.1914 | $ 5.1914 | |||||||||||
Intellia Therapeutics, Inc. | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Percentage of other party's expenses | 30% | ||||||||||||
Upfront cash payment | $ 1,000 | ||||||||||||
Potential future milestone payments | $ 23,000 | ||||||||||||
Intellia Therapeutics, Inc. | General and administrative | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Expenses incurred from transactions with related parties | 100 | ||||||||||||
Intellia Therapeutics, Inc. | Patents | General and administrative | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Reimbursement from related parties | $ 200 | 400 | $ 700 | 1,700 | |||||||||
Pioneer Hi-Bred International, Inc. | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Upfront cash payment | 500 | ||||||||||||
Future contingent milestone payments | $ 22,400 | ||||||||||||
Milestone revenue | $ 300 | ||||||||||||
Pioneer Hi-Bred International, Inc. | Research and development | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Sublicensing expenses | 0 | 0 | 0 | ||||||||||
Pioneer Hi-Bred International, Inc. | Sales Milestones | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Potential milestone payment | $ 20,000 | ||||||||||||
Collaboration and License Agreement with AbbVie | |||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||
Future development, regulatory, and product launch milestones payment received | $ 15,000 | $ 150,000 | |||||||||||
Upfront cash payment received | 30,000 | 30,000 | 30,000 | ||||||||||
Deferred revenue, net of current portion | 11,500 | 11,500 | |||||||||||
Deferred revenue, net of current portion ($0 and $100 from related party, respectively) | 12,700 | 12,700 | |||||||||||
Deferred revenue ($150 and $0 from related party, respectively) | 8,300 | ||||||||||||
Deferred revenue, net of current portion ($0 and $100 from related party, respectively) | 19,100 | ||||||||||||
Revenues | 1,700 | $ 2,300 | 5,500 | $ 2,800 | |||||||||
Accounts receivable | 1,000 | ||||||||||||
Contract assets | $ 800 | $ 800 | $ 200 |
Significant Agreements - Summar
Significant Agreements - Summary Of MSKCC Success Payments Amounts (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
5x | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
MSKCC success payments (in millions) | $ 10 |
10x | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
MSKCC success payments (in millions) | 10 |
15x | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
MSKCC success payments (in millions) | $ 15 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Licensing and collaboration revenue | $ 3,303 | $ 3,977 | $ 10,159 | $ 7,039 |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Licensing and collaboration revenue | 2,966 | 3,507 | 9,761 | 6,483 |
Rest of world | ||||
Disaggregation Of Revenue [Line Items] | ||||
Licensing and collaboration revenue | $ 337 | $ 470 | $ 398 | $ 556 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Increase in unbilled accounts receivable | $ 411 | $ 525 | ||
Revenue recognized included in the opening contract liabilities balance | 3,400 | 100 | ||
Transaction price allocated to the remaining performance obligations | $ 43,400 | 43,400 | ||
Point in Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue recognized, performance obligation, amount | 1,600 | $ 1,700 | 4,700 | 4,200 |
Over Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue recognized, performance obligation, amount | $ 1,700 | $ 2,300 | $ 5,500 | $ 2,800 |
Revenue - Schedule of Changes i
Revenue - Schedule of Changes in Company's Contract Assets and Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Accounts receivable | |
Accounts receivable, Beginning Balance | $ 1,153 |
Accounts receivable, Additions | 6,271 |
Accounts receivable, Deductions | (7,027) |
Accounts receivable, Ending Balance | 397 |
Contract assets: | |
Unbilled accounts receivable, Beginning Balance | 1,488 |
Unbilled accounts receivable, Additions | 5,486 |
Unbilled accounts receivable, Deductions | (5,075) |
Unbilled accounts receivable, Ending Balance | 1,899 |
Contract liabilities: | |
Deferred revenue, current and long-term, Beginning Balance | 30,735 |
Deferred revenue, current and long-term, Additions | 3,514 |
Deferred revenue, current and long-term, Deductions | (6,791) |
Deferred revenue, current and long-term, Ending Balance | $ 27,458 |
Revenue - Additional Informat_2
Revenue - Additional Information (Details1) $ in Millions | Sep. 30, 2022 USD ($) |
Disaggregation Of Revenue [Line Items] | |
Remaining performance obligations | $ 43.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Disaggregation Of Revenue [Line Items] | |
Remaining performance obligations | $ 12 |
Remaining performance obligation, expected timing of satisfaction, period | 12 months |
Balance Sheet Items - Schedule
Balance Sheet Items - Schedule of Other Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Patent cost reimbursements | $ 2,197 | $ 4,702 |
Accrued interest on marketable securities | 499 | 226 |
Other | 3 | 555 |
Total | $ 2,699 | $ 5,483 |
Balance Sheet Items - Schedul_2
Balance Sheet Items - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid contract manufacturing and clinical costs | $ 4,789 | $ 2,714 |
Prepaid insurance | 2,228 | 1,897 |
Prepaid income taxes | 438 | 1,486 |
Prepaid rent | 0 | 468 |
Other | 1,103 | 671 |
Total | $ 8,558 | $ 7,236 |
Balance Sheet Items - Schedul_3
Balance Sheet Items - Schedule of Property And Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 14,140 | $ 8,964 |
Less: accumulated depreciation and amortization | (5,181) | (4,077) |
Property and equipment, net | 8,959 | 4,887 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 10,782 | 6,848 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 1,836 | 1,701 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 614 | 273 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 161 | 133 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 747 | $ 9 |
Balance Sheet Items - Additiona
Balance Sheet Items - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Depreciation and amortization expense related to property and equipment | $ 0.4 | $ 0.3 | $ 1.1 | $ 0.7 |
Balance Sheet Items - Summary o
Balance Sheet Items - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued employee compensation and related expenses | $ 4,631 | $ 4,225 |
Accrued research and development expenses | 5,717 | 4,065 |
Accrued patent expenses | 1,877 | 3,213 |
Accrued expenses related to sublicensing revenues | 528 | 586 |
Credit card liability | 0 | 259 |
Other | 1,885 | 788 |
Total | $ 14,638 | $ 13,136 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
May 15, 2020 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Nov. 30, 2018 | |
Related Party Transaction [Line Items] | ||||||||
Carrying value of investment | $ 7,759 | $ 7,759 | $ 7,626 | |||||
Debt instrument, face amount | $ 1,100 | |||||||
Debt instrument, interest rate | 3.04% | |||||||
Common stock shares held collateral for debt (in shares) | 409,795 | |||||||
Increase in additional paid-in capital | $ 1,200 | |||||||
Dr. Jennifer A. Doudna | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment for participation | 100 | $ 100 | 100 | $ 100 | ||||
Convertible Preferred Stock | Private Company License Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Convertible preferred stock issued (in shares) | 7,500,000 | |||||||
Fair value of convertible preferred stock | $ 7,500 | |||||||
Carrying value of investment | $ 7,500 | $ 7,500 | $ 7,500 |
Paycheck Protection Program L_2
Paycheck Protection Program Loan - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
May 22, 2021 | May 06, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Nov. 30, 2018 | |
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, face amount | $ 1,100 | ||||||
Debt instrument, interest rate | 3.04% | ||||||
Gain on extinguishment of PPP Loan | $ 0 | $ 0 | $ 0 | $ 1,584 | |||
PPP Loan | |||||||
Line Of Credit Facility [Line Items] | |||||||
Gain on extinguishment of PPP Loan | $ 1,600 | ||||||
Web Bank | PPP Loan | |||||||
Line Of Credit Facility [Line Items] | |||||||
Loan, term | 2 years | ||||||
Debt instrument, interest rate | 1% | ||||||
Web Bank | PPP Loan | CARES Act | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, face amount | $ 1,600 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Jan. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Security deposit | $ 400 | |||
Are of real estate property | ft² | 10,000 | |||
Lease renewal term (in years) | 5 years | 5 years | ||
Rent expense | $ 1,800 | |||
Future minimum lease payments related to capital lease | $ 0 | |||
Operating lease, weighted average remaining lease term | 10 years 5 months | 10 years | ||
Operating lease, weighted average discount rate, percent | 11.29% | |||
Operating lease, weighted average remaining lease term | 8 years 7 months 6 days |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule Of Components Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 1,822 | $ 5,443 |
Short-term lease cost | 0 | 83 |
Total lease cost | 1,822 | 5,526 |
Variable lease cost | $ 600 | $ 1,600 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule Of Supplemental Information Related To Leases (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating cash flows from operating leases | $ 2,454 |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Future Minimum Commitments Under Lease Contracts (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Remainder of 2022 | $ 681 | ||
2023 | 3,197 | ||
2024 | 4,353 | ||
2025 | 4,475 | ||
2026 | 5,720 | ||
Thereafter | 28,037 | ||
Total undiscounted lease payments | 46,463 | ||
Less: imputed interest | (18,593) | ||
Total discounted lease payments | 27,870 | ||
Less: current portion of lease liability | (912) | $ (800) | $ 0 |
Lease liabilities, non-current | 26,958 | $ 23,941 | $ 0 |
Expected incentive offset in first year | 100 | ||
Expected incentive offset in second year | 1,500 | ||
Expected incentive offset in third year | $ 200 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details) - USD ($) $ in Millions | Aug. 09, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for future issuance (in shares) | 13,909,940 | 11,017,930 | |
Authorized amount under shelf registration | $ 400 | ||
At The Market ATM Offering | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Aggregate offering price (up to) | $ 100 | ||
Stock options, issued and outstanding | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for future issuance (in shares) | 6,649,892 | 6,757,591 | |
Stock options, authorized for future issuance | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for future issuance (in shares) | 5,955,761 | 3,749,339 | |
Stock available under our employee stock purchase plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for future issuance (in shares) | 1,044,518 | 511,000 | |
Unvested restricted stock units and performance-based restricted stock units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for future issuance (in shares) | 259,769 | 0 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 14 Months Ended | |||||
Jul. 22, 2022 | Jul. 22, 2021 | Jul. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock reserved for future issuance (in shares) | 13,909,940 | 13,909,940 | 13,909,940 | 11,017,930 | |||||
Common stock outstanding percentage (as a percent) | 5% | ||||||||
Stock options granted during period (in shares) | 1,206,750 | ||||||||
Unrecognized stock based-compensation expenses | $ 29,200,000 | $ 29,200,000 | $ 29,200,000 | ||||||
Weighted-average period | 2 years 9 months 18 days | ||||||||
Accrued liabilities | 100,000 | $ 100,000 | $ 100,000 | ||||||
Stock-based compensation expense | $ 2,673,000 | $ 935,000 | $ 8,615,000 | $ 1,871,000 | |||||
Employee | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted during period (in shares) | 372,600 | 1,206,750 | |||||||
Stock-based compensation expense | $ 2,700,000 | $ 900,000 | $ 8,500,000 | 1,900,000 | |||||
Non-Employee | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted during period (in shares) | 0 | 0 | |||||||
Stock-based compensation expense | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | |||||
Employee and Non-Employee | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted during period (in shares) | 351,750 | 2,809,660 | |||||||
Weighted average grant date fair value (in dollars per share) | $ 6.43 | $ 16.64 | $ 5.84 | $ 4.70 | |||||
2021 Equity Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock reserved for future issuance (in shares) | 5,200,000 | 5,955,761 | 5,955,761 | 5,955,761 | |||||
Stock option expiration period (in years) | 10 years | ||||||||
2021 Equity Incentive Plan | Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percentage of price of shares granted at fair value | 110% | ||||||||
Cash based compensation | $ 750,000 | ||||||||
2021 Equity Incentive Plan | Non-Employee | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Cash based compensation | $ 1,000,000 | ||||||||
2013 Stock Option Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares available for issuance (in shares) | 934,562 | ||||||||
ESPP | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percentage of price of shares granted at fair value | 85% | ||||||||
Percentage of outstanding shares | 1% | ||||||||
ESPP shares authorized (in shares) | 10,000,000 | ||||||||
Percentage of eligible employee to purchase shares of common stock discount | 15% | ||||||||
Common stock shares issued (in shares) | 36,596 | ||||||||
ESPP | Employee and Non-Employee | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock reserved for future issuance (in shares) | 511,000 | ||||||||
Incentive Stock Options | 2021 Equity Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock issued (in shares) | 56,000,000 | ||||||||
Percentage of price of shares granted at fair value | 10% | ||||||||
RSUs | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Weighted-average period | 2 years 3 months 18 days | ||||||||
Granted (in shares) | 200,058 | ||||||||
Unrecognized stock-based compensation expense | $ 1,800,000 | $ 1,800,000 | $ 1,800,000 | ||||||
Stock-based compensation expense | 114,000 | $ 0 | 216,000 | $ 0 | |||||
Performance Restricted Stock Units (PRSU) | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unrecognized stock-based compensation expense | $ 600,000 | $ 600,000 | $ 600,000 | ||||||
Performance Restricted Stock Units (PRSU) | 2021 Equity Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Granted (in shares) | 59,781 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Stock Options | ||
Outstanding, Beginning Balance (in shares) | shares | 6,757,591 | |
Granted (in shares) | shares | 1,206,750 | |
Exercised (in shares) | shares | (654,665) | |
Cancelled or forfeited (in shares) | shares | (659,784) | |
Outstanding, Ending Balance (in shares) | shares | 6,649,892 | 6,757,591 |
Exercisable (in shares) | shares | 2,207,115 | |
Vested and expected to vest (in shares) | shares | 6,649,892 | |
Weighted- Average Exercise Price | ||
Outstanding, Beginning Balance (in dollars per share) | $ / shares | $ 8.57 | |
Granted (in dollars per share) | $ / shares | 8.88 | |
Exercised (in dollars per share) | $ / shares | 2.09 | |
Cancelled or forfeited (in dollars per share) | $ / shares | 9.74 | |
Outstanding, Ending Balance (in dollars per share) | $ / shares | 9.14 | $ 8.57 |
Exercisable (in dollars per share) | $ / shares | 6.13 | |
Vested and expected to vest (in dollars per share) | $ / shares | $ 9.14 | |
Weighted- Average Remaining Contractual Term (years) | ||
Outstanding (in years) | 8 years 6 months | 8 years 8 months 12 days |
Exercisable (in years) | 7 years 4 months 24 days | |
Vested and expected to vest (in years) | 8 years 6 months | |
Aggregate Intrinsic Value | ||
Outstanding | $ | $ 24,431 | $ 50,085 |
Exercisable | $ | 12,416 | |
Vested and expected to vest | $ | $ 24,431 |
Stock Based Compensation - Sc_2
Stock Based Compensation - Schedule of Estimated Fair Value of Stock Options on the Grant Date Using Black-Scholes Option-Pricing Model (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Volatility | 74.20% | 74.80% | ||
Expected term (in years) | 6 years | 7 years | ||
Risk-free interest rate | 1.10% | |||
Expected dividend yield | 0% | 0% | 0% | 0% |
Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Volatility | 71.70% | 74.80% | ||
Expected term (in years) | 5 years 6 months | 5 years 6 months | ||
Risk-free interest rate | 3.10% | 1.70% | 0.90% | |
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Volatility | 74.20% | 76.50% | ||
Expected term (in years) | 6 years | 7 years | ||
Risk-free interest rate | 3.70% | 3.70% | 1.20% |
Stock Based Compensation - Sc_3
Stock Based Compensation - Schedule of Restricted Stock Units Activity (RSUs) (Details) - Restricted Stock Units RSU and Performance-Based RSUs | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Shares Underlying Outstanding RSUs and PSUs | |
Unvested, Beginning Balance (in shares) | shares | 0 |
Granted (in shares) | shares | 259,839 |
Forfeited (in shares) | shares | (70) |
Unvested, Ending Balance (in shares) | shares | 259,769 |
Weighted-Average Grant Date Fair Value per RSU and PSU | |
Unvested, Weighted-Average Grant Date Fair Value per RSU, Beginning Balance (in dollars per share) | $ / shares | $ 0 |
Granted, Weighted-Average Grant Date Fair Value per RSU (in dollars per share) | $ / shares | 10.07 |
Forfeited, Weighted-Average Grant Date Fair Value per RSU and PRSU (in dollars per share) | $ / shares | 9.90 |
Unvested, Weighted-Average Grant Date Fair Value per RSU, Ending Balance (in dollars per share) | $ / shares | $ 10.07 |
Stock Based Compensation - Sc_4
Stock Based Compensation - Schedule of Stock Option Expenses Related to Employee and Non-Employee Stock Options Granted (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total | $ 2,673 | $ 935 | $ 8,615 | $ 1,871 |
Research and development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total | 1,072 | 484 | 3,139 | 970 |
General and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total | $ 1,601 | $ 451 | $ 5,476 | $ 901 |
Stock Based Compensation - Sc_5
Stock Based Compensation - Schedule of Stock-based Compensation Expense Related to Equity-Based Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total | $ 2,673 | $ 935 | $ 8,615 | $ 1,871 |
Stock options | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total | 2,479 | 894 | 8,190 | 1,830 |
ESPP | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total | 80 | 41 | 209 | 41 |
RSUs | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total | $ 114 | $ 0 | $ 216 | $ 0 |
401(k) Savings Plan - Additiona
401(k) Savings Plan - Additional Information (Details) - 2017 Plan - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, Employer matching contribution percent of match | 4% | |
Employer contribution | $ 0.6 | $ 0.3 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net loss | $ (26,647) | $ (26,697) | $ (19,088) | $ (20,974) | $ (14,311) | $ (13,159) | $ (72,432) | $ (48,444) |
Denominator: | ||||||||
Weighted-average common shares outstanding, basic (in shares) | 60,886,921 | 45,889,646 | 60,731,520 | 22,052,944 | ||||
Weighted-average common shares outstanding, diluted (in shares) | 60,886,921 | 45,889,646 | 60,731,520 | 22,052,944 | ||||
Net loss per share, basic (in dollars per share) | $ (0.44) | $ (0.46) | $ (1.19) | $ (2.20) | ||||
Net loss per share, diluted (in dollars per share) | $ (0.44) | $ (0.46) | $ (1.19) | $ (2.20) |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of the Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 6,958,770 | 4,984,756 |
Restricted Stock Units RSU and Performance-Based RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 259,769 | 0 |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 0 | 0 |
Stock options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 6,649,892 | 4,965,952 |
Shares Committed Under ESPP | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 49,109 | 18,804 |