Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 17, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38672 | ||
Entity Registrant Name | ARVINAS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-2566120 | ||
Entity Address, Address Line One | 5 Science Park | ||
Entity Address, Address Line Two | 395 Winchester Ave | ||
Entity Address, City or Town | New Haven | ||
Entity Address, State or Province | CT | ||
Entity Address, Postal Zip Code | 06511 | ||
City Area Code | 203 | ||
Local Phone Number | 535-1456 | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | ||
Trading Symbol | ARVN | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,175.7 | ||
Entity Common Stock Shares Outstanding | 53,271,491 | ||
Documents Incorporated by Reference | Part III of this Annual Report incorporates by reference information from the definitive Proxy Statement for the registrant’s 2023 Annual Meeting of Stockholders, which is expected to be filed with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2022. | ||
Entity Central Index Key | 0001655759 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Stamford, Connecticut |
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 81.3 | $ 108.3 |
Restricted cash | 5.5 | 4.5 |
Marketable securities | 1,124 | 1,394.3 |
Accounts receivable | 1 | 15 |
Other receivables | 7 | 10.7 |
Prepaid expenses and other current assets | 21.4 | 19.7 |
Total current assets | 1,240.2 | 1,552.5 |
Property, equipment and leasehold improvements, net | 13.4 | 12.7 |
Operating lease right of use assets | 4.4 | 3.9 |
Collaboration contract asset and other assets | 10.8 | 12.5 |
Total assets | 1,268.8 | 1,581.6 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 74.7 | 54.4 |
Deferred revenue | 218.6 | 206.2 |
Current portion of operating lease liability | 1.8 | 1.1 |
Total current liabilities | 295.1 | 261.7 |
Deferred revenue | 405.1 | 534.3 |
Long term debt | 1 | 1 |
Operating lease liability | 2.7 | 2.9 |
Total liabilities | 703.9 | 799.9 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.001 par value, 53.2 and 53.0 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 0.1 | 0 |
Accumulated deficit | (965.4) | (682.9) |
Additional paid-in capital | 1,549.4 | 1,469.2 |
Accumulated other comprehensive loss | (19.2) | (4.6) |
Total stockholders' equity | 564.9 | 781.7 |
Total liabilities and stockholders' equity | $ 1,268.8 | $ 1,581.6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, issued (in shares) | 53.2 | 53 |
Common stock, outstanding (in shares) | 53.2 | 53 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Operations | |||
Revenue | $ 131,400,000 | $ 53,600,000 | $ 25,900,000 |
Operating expenses: | |||
Research and development | 315,000,000 | 180,400,000 | 108,400,000 |
General and administrative | 79,600,000 | 61,600,000 | 38,300,000 |
Total operating expenses | 394,600,000 | 242,000,000 | 146,700,000 |
Loss from operations | (263,200,000) | (188,400,000) | (120,800,000) |
Other income (expense) | |||
Other income, net | 200,000 | 2,500,000 | 2,100,000 |
Interest income, net | 12,000,000 | 1,800,000 | 3,500,000 |
Total other income | 12,200,000 | 4,300,000 | 5,600,000 |
Net loss before income taxes and loss from equity method investment | (251,000,000) | (184,100,000) | (115,200,000) |
Income tax expense | (20,900,000) | 0 | 0 |
Loss from equity method investment | (10,600,000) | (6,900,000) | (4,100,000) |
Net loss | $ (282,500,000) | $ (191,000,000) | $ (119,300,000) |
Net loss per common share - basic (in usd per share) | $ (5.31) | $ (3.82) | $ (3.02) |
Net loss per common share - diluted (in usd per share) | $ (5.31) | $ (3.82) | $ (3.02) |
Weighted average common shares outstanding - basic (in shares) | 53.2 | 50 | 39.5 |
Weighted average common shares outstanding - diluted (in shares) | 53.2 | 50 | 39.5 |
Consolidated Statements of Comprehensive Loss | |||
Net loss | $ (282,500,000) | $ (191,000,000) | $ (119,300,000) |
Other comprehensive loss: | |||
Unrealized (loss) gain on available-for-sale securities | (14,500,000) | (5,200,000) | 500,000 |
Comprehensive loss | $ (297,000,000) | $ (196,200,000) | $ (118,800,000) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Millions, $ in Millions | Total | At-the-Market Offering | Common Shares | Common Shares At-the-Market Offering | Accumulated Deficit | Additional Paid-in Capital | Additional Paid-in Capital At-the-Market Offering | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2019 | 38.5 | |||||||
Beginning balance at Dec. 31, 2019 | $ 226.6 | $ 0 | $ (372.6) | $ 599.1 | $ 0.1 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuances of common stock, net (in shares) | 6.6 | 2.5 | ||||||
Issuances of common stock, net | 431.9 | $ 64.1 | 431.9 | $ 64.1 | ||||
Stock-based compensation | 30.2 | 30.2 | ||||||
Net loss | (119.3) | (119.3) | ||||||
Restricted stock vesting (in shares) | 0.4 | |||||||
Proceeds from exercise of stock options (in shares) | 0.5 | |||||||
Proceeds from exercise of stock options | 8.2 | 8.2 | ||||||
Unrealized gain (loss) on available-for-sale securities | 0.5 | 0.5 | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 48.5 | |||||||
Ending balance at Dec. 31, 2020 | 642.2 | $ 0 | (491.9) | 1,133.5 | 0.6 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuances of common stock, net (in shares) | 3.5 | |||||||
Issuances of common stock, net | 259.9 | 259.9 | ||||||
Stock-based compensation | 57.1 | 57.1 | ||||||
Net loss | (191) | (191) | ||||||
Restricted stock vesting (in shares) | 0.2 | |||||||
Proceeds from exercise of stock options (in shares) | 0.8 | |||||||
Proceeds from exercise of stock options | 18.7 | 18.7 | ||||||
Unrealized gain (loss) on available-for-sale securities | $ (5.2) | (5.2) | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 53 | 53 | ||||||
Ending balance at Dec. 31, 2021 | $ 781.7 | $ 0 | (682.9) | 1,469.2 | (4.6) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | 75.5 | 75.5 | ||||||
Net loss | (282.5) | (282.5) | ||||||
Proceeds from exercise of stock options (in shares) | 0.2 | |||||||
Proceeds from exercise of stock options | 4.8 | $ 0.1 | 4.7 | |||||
Unrealized gain (loss) on available-for-sale securities | $ (14.6) | (14.6) | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 53.2 | 53.2 | ||||||
Ending balance at Dec. 31, 2022 | $ 564.9 | $ 0.1 | $ (965.4) | $ 1,549.4 | $ (19.2) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Issuance of common stock, offering costs | $ 4.6 | $ 28.1 |
At-the-Market Offering | ||
Issuance of common stock, offering costs | $ 1.6 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (282.5) | $ (191) | $ (119.3) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 6.3 | 4.8 | 3.2 |
Net accretion of bond discounts/premiums | 5.7 | 9.4 | 1.7 |
Forgiveness of debt income | 0 | (1) | 0 |
Loss (gain) on sale of marketable securities | 0.4 | 0.2 | (0.4) |
Amortization of right-of-use assets | 1.9 | 1.2 | 0.9 |
Amortization of collaboration contract asset | 1.8 | 0.4 | 0 |
Stock-based compensation | 75.5 | 57.1 | 30.2 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 14 | (14) | (1) |
Other receivables | 3.7 | (3.3) | (1.2) |
Prepaid expenses and other current assets | (1.8) | (13.6) | (2.4) |
Collaboration contract asset | 0 | (12.9) | 0 |
Accounts payable and accrued liabilities | 20.2 | 27.9 | 12.8 |
Operating lease liabilities | (1.9) | (1.3) | (0.9) |
Deferred revenue | (116.8) | 695.5 | (13.3) |
Net cash (used in) provided by operating activities | (273.5) | 559.4 | (89.7) |
Cash flows from investing activities: | |||
Purchase of marketable securities | (886.4) | (1,744.6) | (41.2) |
Maturities of marketable securities | 1,076.9 | 428.5 | 174.1 |
Sale of marketable securities | 59.1 | 7.2 | 37.8 |
Purchase of property, equipment and leasehold improvements | (6.8) | (4.7) | (6.4) |
Net cash provided by (used in) investing activities | 242.8 | (1,313.6) | 164.3 |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 0 | 264.6 | 460 |
Payment of common stock offering costs | 0 | (4.6) | (27.7) |
Proceeds from exercise of stock options | 4.7 | 18.6 | 8.3 |
Net cash provided by financing activities | 4.7 | 278.6 | 504.6 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (26) | (475.6) | 579.2 |
Cash, cash equivalents and restricted cash, beginning of the period | 112.8 | 588.4 | 9.2 |
Cash, cash equivalents and restricted cash, end of the period | 86.8 | 112.8 | 588.4 |
Supplemental disclosure of cash flow information: | |||
Purchases of property, equipment and leasehold improvements unpaid at period end | 0.1 | 0.5 | 0.5 |
Cash paid for interest | 0 | 0.1 | 0.1 |
Cash paid for taxes | 11.1 | 0 | 0 |
At-the-Market Offering | |||
Cash flows from financing activities: | |||
Payment of common stock offering costs | 0 | 0 | (1.6) |
Proceeds from sale of common stock in at-the-market offering | $ 0 | $ 0 | $ 65.6 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Nature of Business Arvinas, Inc. is a clinical-stage biotechnology company dedicated to improving the lives of patients suffering from debilitating and life-threatening diseases throughout the discovery, development and commercialization of therapies that degrade disease-causing proteins. Arvinas, Inc. has four wholly owned subsidiaries; Arvinas Operations, Inc. formed in 2013, Arvinas Androgen Receptor, Inc. formed in 2015, Arvinas Estrogen Receptor, Inc. formed in 2016, and Arvinas Winchester, Inc. formed in 2018 (collectively, "Arvinas" or the "Company"). Basis of Presentation The Company's consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include the accounts of Arvinas, Inc. and its wholly owned subsidiaries. All intercompany transactions have been eliminated upon consolidation. The accounting policies used to prepare the Company's consolidated financial statements are the same as those used to prepare the consolidated financial statements in prior years. Certain reclassifications have been made to prior period financial information in order to conform with current period presentation. Accounts payable and Accrued expenses have been condensed into Accounts payable and accrued liabilities, Interest income and Interest expense have been condensed into Interest income, net and in Note 11, Income Taxes , within the reconciliation of U.S. federal statutory income tax rate table, a portion of the stock compensation rate effect was reclassified to return to provision. The Company identified and recorded an adjustment to prior periods related to the accounting for its investment in Oerth Bio. See Note 10, Equity Method Investments , for further details. The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements and notes. While management believes that estimates and assumptions used in the preparation of the consolidated financial statements and notes are appropriate, actual results could differ from those estimates. The most significant estimates are those used in the determination of the Company’s revenue recognition, uncertain tax positions and research and development expenses. Risks and Uncertainties The Company is subject to a number of risks similar to other biotechnology companies in the early stage, including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, the need to obtain marketing approval for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s products and protection of proprietary technology. If the Company does not successfully obtain regulatory approval, it will be unable to generate revenue from product sales or achieve profitability. To date, the Company has not generated any revenue from product sales and expects to incur additional operating losses and negative operating cash flows for the foreseeable future. The Company has financed its operations primarily through sales of equity interests, proceeds from collaborations, grant funding and debt financing. The Company had cash, cash equivalents, restricted cash and marketable securities of approximately $1.2 billion as of December 31, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Cash and Cash Equivalents The Company classifies as cash and cash equivalents amounts on deposit in banks and cash invested temporarily in various instruments, primarily money market accounts, with original maturities of three months or less at time of purchase. The carrying amounts reported in the consolidated balance sheets represent the fair values of cash and cash equivalents and are considered Level 1 financial instruments. Restricted Cash Restricted cash represents a letter of credit collateralized by a certificate of deposit in the same amount as required under the terms of the Company's laboratory and office space lease entered into in May 2021 and amended in August 2022. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported withing the consolidated balance sheets to the total amounts shown in the consolidated statements of cash flows for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, (dollars in millions) 2022 2021 2020 Cash and cash equivalents $ 81.3 $ 108.3 $ 588.4 Restricted cash 5.5 4.5 Cash, cash equivalents and restricted cash $ 86.8 $ 112.8 $ 588.4 Concentration of Credit Risk The Company maintains its cash in financial institution accounts that may at times exceed federally insured limits. The cash balances in the financial institutions are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Cash may also be maintained at commercial institutions that are not insured by the FDIC. For the years ended December 31, 2022 and 2021, one collaborator represented 88% and 68% of the Company's revenue, respectively, and for the year ended December 31, 2020, three collaborators represented 37%, 32% and 31% of the Company's revenue. For each of the years ended December 31, 2022 and 2021 , one collaborator accounted for the entire accounts receivable balance. Marketable Securities The Company's marketable securities are classified as available-for-sale securities and are carried at their fair value based on the quoted market prices of the securities, with unrealized gains and losses reported as accumulated other comprehensive income (loss), a separate component of stockholders' equity. Realized gains and losses on available-for-sale securities are included in other income in the period earned or incurred. Property, Equipment, and Leasehold Improvements Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives, which range from three years for office equipment to five years for laboratory equipment. Maintenance and repairs which do not extend the lives of the assets are charged directly to expense as incurred. Upon retirement or disposal, cost and related accumulated depreciation is removed from the related accounts, and any resulting gain or loss is recognized as a component of income or loss for the period. Leasehold improvements are recorded at cost and amortized using the straight-line method over the shorter of the lease term or the useful life of the asset. Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets when indications of potential impairments are present. The Company adjusts the carrying value of the long-lived assets if the sum of undiscounted expected future cash flows is less than the carrying value. No such impairments were recorded during 2022, 2021 or 2020. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker in assessing performance and allocating resources. The Company, through its Chief Executive Officer in his role as chief operating decision maker, views Company operations and manages the business as one operating segment. All of the Company’s tangible assets are held in the United States and all of the Company’s revenue has been generated in the United States. Revenue Recognition and Deferred Revenue Revenues from Contracts The Company recognizes revenue under Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers. The Company’s revenue is generated through research collaboration and license agreements with pharmaceutical partners. The terms of these agreements contain multiple goods and services which may include (i) licenses, (ii) research and development activities, and (iii) participation in joint research and development steering committees. The terms of these agreements may include non-refundable, upfront license or option fees, payments for research and development activities, payments upon the achievement of certain milestones and royalty payments based on product sales derived from the collaboration. Under ASC 606, the Company evaluates whether the license agreement, research and development services and participation in research and development steering committees represent separate or combined performance obligations. The Company has determined that these services within its existing contracts represent combined single performance obligations. The research collaboration and license agreements typically include contingent milestone payments related to specified preclinical and clinical development milestones and regulatory milestones. These milestone payments represent variable consideration to be included within the transaction price using the most likely amount method. The Company determined that the most likely amount to be recognized was zero, against which no constraint was applied. The Company continually assesses the probability of significant reversals for any amounts that become likely to be realized prior to recognizing the variable consideration associated with these payments within the transaction price. Revenue is recognized ratably over the Company’s expected performance period under each respective arrangement. The Company makes its best estimate of the period over which the Company expects to fulfill the Company’s performance obligations, which includes access to technology through the license agreement and research activities. Given the uncertainties of these collaboration arrangements, significant judgment is required to determine the duration of the performance period. For the years ended December 31, 2022, 2021 and 2020, the transaction price allocated to the combined performance obligation identified under the individual research collaboration and license agreements was recognized as revenue on either a straight-line basis over the estimated performance period under the arrangement or over the estimated performance period based on the Company’s best estimate of costs to be incurred. Straight-line basis was considered the best measure of progress for certain agreements in which control of the combined obligation transfers to the customers, due to the contract containing license rights to technology, research and development services, and joint committee participation, which in totality are expected to occur ratably over the performance period. The Company’s contracts may also call for certain sales-based milestone and royalty payments upon successful commercialization of a target. The Company recognizes revenues from sales-based milestone and royalty payments at the later of a) the occurrence of the subsequent sale, or b) the performance obligation to which some or all of the sales-based milestone or royalty payments has been allocated has been satisfied (or partially satisfied). The Company anticipates recognizing these milestones and royalty payments if and when subsequent sales are generated by customers from the use of the technology. To date, no revenue from these sales-based milestone and royalty payments has been recognized for any periods. Amounts received prior to satisfying the above revenue recognition criteria are recorded as contract liabilities in the Company’s accompanying consolidated balance sheets. The Company expenses direct and incremental costs to obtaining and fulfilling a contract as and when incurred if the expected amortization period of the asset that would be recognized is one year or less, or if the amount of the asset is immaterial. Otherwise, such costs are capitalized as collaboration contract assets and amortized as general and administrative expenses over the total estimated period of performance of each underlying contract. Equity Method Investments The Company accounts for investments for which it does not have a controlling interest in accordance with ASC 323, Investments – Equity Method and Joint Ventures . The Company recognizes its pro-rata share of income and losses in the investment in “Loss from equity method investment” on the consolidated statement of operations and comprehensive loss, with a corresponding change to the investment in equity method investment in the consolidated balance sheet until such investment is reduced to zero. Income Taxes Arvinas, Inc. and its wholly owned subsidiaries use the asset and liability method of accounting for income taxes, as set forth in ASC 740, Accounting for Income Taxes . Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequence of temporary differences between the carrying amounts and the tax basis of assets and liabilities and net operating loss carry forwards, all calculated using presently enacted tax rates. A valuation allowance is established to reduce deferred tax assets to their estimated realizable value. The Company provides a valuation allowance to the extent that it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company follows the authoritative guidance for recognizing and measuring uncertainty in income tax positions taken or expected to be taken in a tax return. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in tax expense. Management has evaluated the effect of ASC 740 guidance related to uncertain income tax positions and concluded that the Company has no sign ificant uncertain income tax positions as of December 31, 2022 and 2021. Equity-based Compensation The Company measures employee, board of director and consultant equity-based compensation for stock option and restricted stock grants based on the grant date fair value of the equity awards. Equity-based compensation expense is recognized over the requisite service period of the awards, net of estimated forfeitures. Estimated forfeitures are updated on a periodic basis based on actual experience. For equity awards that have a performance condition, the Company recognizes compensation expense based on its assessment of the probability that the performance condition will be achieved. The Company classifies equity-based compensation expense in its consolidated statement of operations in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified. 401(k) Savings plan The Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis. Under the 401(k) Plan, the Company made discretionary matching contributions on behalf of eligible employees totaling $2.2 million, $1.3 million and $0.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Research and Development Expenses Research and development expenses include (i) employee-related expenses, including salaries, benefits, travel and stock-based compensation expense; (ii) external research and development expenses incurred under arrangements with third parties, such as contract research organization agreements, investigational sites and consultants; (iii) the cost of acquiring, developing and manufacturing clinical study materials; (iv) costs associated with preclinical and clinical activities and regulatory operations; and (v) costs incurred in development of intellectual property. Costs incurred in connection with research and development activities are expensed as incurred. The Company enters into consulting, research and other agreements with commercial entities, researchers, universities and others for the provision of goods and services. Such arrangements are generally cancellable upon reasonable notice and payment of costs incurred. Costs are considered incurred based on an evaluation of the progress to completion of specific tasks under each contract using information and data provided by the respective vendors, including the Company’s clinical sites. These costs consist of direct and indirect costs associated with specific projects, as well as fees paid to various entities that perform certain research on behalf of the Company. Depending upon the timing of payments to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management’s estimates of the work performed under service agreements, milestones achieved and experience with similar contracts. The Company monitors each of these factors and adjusts estimates accordingly. Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures , requires disclosure of the fair value of financial instruments held by the Company. ASC 825, Financial Instruments , defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: Level 1— Inputs are based upon observable or quoted prices (unadjusted) for identical instruments traded in active markets. The Company’s Level 1 financial instruments consist of cash equivalents. Level 2— Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s Level 2 investments consist primarily of corporate notes and bonds and U.S. government and agency securities. Level 3— Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. Net Loss per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential shares of common shares. New Accounting Pronouncements Recently Adopted Accounting Pronouncements The Company reviews new accounting standards as issued. As of December 31, 2022, the Company has not identified any new standards that it believes will have a material impact on its consolidated financial statements. |
Research Collaboration and Lice
Research Collaboration and License Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Research Collaboration And License Agreements [Abstract] | |
Research Collaboration and License Agreements | Research Collaboration and License Agreements ARV-471 Collaboration Agreement In July 2021, the Company entered into a collaboration agreement with Pfizer (the “ARV-471 Collaboration Agreement”) pursuant to which the Company granted Pfizer worldwide co-exclusive rights to develop and commercialize products containing the Company’s proprietary compound ARV-471 (the “Licensed Products”). Under the ARV-471 Collaboration Agreement, the Company received an upfront, non-refundable payment of $650.0 million. In addition, the Company will be eligible to receive up to an additional $1.4 billion in contingent payments based on specific regulatory and sales-based milestones for the Licensed Products. Of the total contingent payments, $400.0 million in regulatory milestones are related to marketing approvals and $1.0 billion are related to sales-based milestones. The Company and Pfizer share equally all development costs, including costs of conducting clinical trials, for the Licensed Products, subject to certain exceptions. Except for certain regions described below, the parties will also share equally all profits and losses in commercialization and medical affairs activities for the Licensed Products in all other countries, subject to certain exceptions. The Company will be the marketing authorization holder in the United States and, subject to marketing approval, book sales in the United States, while Pfizer will hold marketing authorizations outside the United States. The parties will determine which, if any, regions within the world will be solely commercialized by one party, and in such region the parties will adjust their share of profits and losses for the Licensed Products based on the role each party will be performing. In addition, in connection with the execution of the ARV-471 Collaboration Agreement, the Company and Pfizer entered into a Stock Purchase Agreement (the" Pfizer Stock Purchase Agreement") for the sale and issuance of 3,457,815 shares of the Company’s common stock (the “Shares”) to Pfizer at a price of $101.22 per share, for an aggregate purchase price of $350.0 million (the “Pfizer Equity Transaction”), less financial advisor fees of $4.6 million, which was consummated in September 2021. Pursuant to terms of the Pfizer Stock Purchase Agreement, Pfizer has agreed not to sell or transfer the Shares without prior written approval of the Company for a specified time period, subject to specified exceptions. The Company determined that the ARV-471 Collaboration Agreement and the Pfizer Equity Transaction entered into with Pfizer concurrently should be evaluated as a combined contract in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers . The Company determined the fair value of the shares sold under the Pfizer Equity Transaction to be $85.4 million less than the contractual purchase price stipulated in the agreement. In accordance with the applicable accounting guidance in ASC 815-40, Contracts in Entity’s Own Equity , the Company determined that the sale of stock should be recorded at fair value and therefore allocated the excess consideration received under the Pfizer Equity Transaction to the ARV-471 Collaboration Agreement, which, along with the non-refundable payment of $650.0 million, is being recognized as revenue over the total estimated period of performance based on the Company’s best estimate of costs to be incurred. As a direct result of the Company’s entry into the ARV-471 Collaboration Agreement, the Company incurred direct and incremental costs to obtain the contract, paid to a financial advisor, totaling $12.9 million. In accordance with ASC 340, Other Assets and Deferred Costs , the Company recognized an asset of $12.9 million in collaboration contract asset and other assets in the consolidated balance sheet, which is being amortized as general and administrative expense over the total estimated period of performance under the ARV-471 Collaboration Agreement. Bayer Collaboration Agreement In June 2019, the Company and Bayer AG entered into a Collaboration and License Agreement (the "Bayer Collaboration Agreement") setting forth the Company’s collaboration with Bayer AG to identify or optimize proteolysis targeting chimeras, or PROTAC targeted protein degraders, that mediate for degradation of target proteins ("Targets"), using the Company’s proprietary platform technology, which Targets will be selected by Bayer AG, subject to certain exclusions and limitations. Under the terms of the Bayer Collaboration Agreement, the Company received an upfront, non-refundable payment of $17.5 million in exchange for the use of the Company’s technology license. In addition, Bayer AG is committed to fund an additional $12.0 million through 2023, of which $10.5 million was received from inception through December 31, 2022, including $3.0 million received in each of the years ended December 31, 2022, 2021 and 2020. These payments are being recognized over the total estimated period of performance. The Company is also eligible to receive up to $197.5 million in development milestone payments and up to $490.0 million in sales-based milestone payments for all designated Targets. In addition, the Company is eligible to receive, on net sales of PROTAC targeted protein degrader-related products, mid-single digit to low-double digit tiered royalties, which may be subject to reductions. There were no development or sales-based milestone payments or royalties received through December 31, 2022. The Company determined that the Bayer Collaboration Agreement and a Stock Purchase Agreement entered into with Bayer AG at the same time should be evaluated as a combined contract in accordance with ASC 606, Revenue from Contracts with Customers . The Company determined the fair value of the shares sold under the Stock Purchase Agreement to be $2.9 million less than the contractual purchase price stipulated in the agreement. In accordance with the applicable accounting guidance in ASC 815-40, Contracts in Entity’s Own Equity , the Company determined that the sale of stock should be recorded at fair value. Therefore, the Company allocated the additional $2.9 million of consideration received under the Stock Purchase Agreement to the Bayer Collaboration Agreement and added such amount to the total transaction price. Pfizer Research Collaboration Agreement In December 2017, the Company entered into a Research Collaboration and License Agreement with Pfizer (the "Pfizer Research Collaboration Agreement"). Under the terms of the Pfizer Research Collaboration Agreement, the Company received an upfront, non-refundable payment and certain additional payments totaling $28.0 million in 2018 in exchange for use of the Company’s technology license and to fund Pfizer-related research as defined within the Pfizer Research Collaboration Agreement. These payments are being recognized over the total estimated period of performance. The Company is eligible to receive up to an additional $37.5 million in non-refundable option payments if Pfizer exercises its options for all targets under the Pfizer Research Collaboration Agreement. The Company is also entitled to receive up to $225.0 million in development milestone payments and up to $550.0 million in sales-based milestone payments for all designated targets under the Pfizer Research Collaboration Agreement, as well as tiered royalties based on sales. In 2021 and 2020, the Company received payments totaling $1.2 million and $4.4 million, respectively, which are being recognized as revenue over the total period of performance. Pfizer selected additional targets and initiated additional services totaling $1.0 million and $3.5 million in December 2022 and 2021, respectively, which were included in accounts receivable as of December 31, 2022 and 2021. There were no sales-based milestone payments or royalties received through December 31, 2022. Genentech Modification In November 2017, the Company entered into an Amended and Restated Option, License, and Collaboration Agreement (the "Genentech Modification") with Genentech, Inc. and F. Hoffman-La Roche Ltd (together "Genentech"), amending a previous Genentech agreement entered into in September 2015. Under the Genentech Modification, the Company received upfront, non-refundable payments of $34.5 million (in addition to $11.0 million received under the previous agreement in 2015) to fund Genentech-related research and Genentech has the right to designate up to ten targets. The Company is eligible to receive up to $27.5 million in additional expansion target payments if Genentech exercises its options on all remaining targets. Upfront non-refundable payments are recognized as revenue over the total estimated period of performance. The Company is eligible to receive up to $44.0 million per target in development milestone payments, $52.5 million in regulatory milestone payments and $60.0 million in commercial milestone payments based on sales as well as tiered royalties based on sales. There were no development, regulatory or commercial milestone payments or royalties received through December 31, 2022. Changes in the Company's contract balances were as follows: December 31, (dollars in millions) 2022 2021 Accounts receivable Beginning balance $ 15.0 $ 1.0 Additions 6.4 19.9 Payments received (20.4) (5.9) Ending balance $ 1.0 $ 15.0 Accounts payable related to collaborations Beginning balance $ — $ — Additions 5.0 — Payments made — — Ending balance $ 5.0 $ — Contract assets: Collaboration contract asset Beginning balance $ 12.5 $ — Additions — 12.9 Amortization (1.8) (0.4) Ending balance $ 10.7 $ 12.5 Contract liabilities: Deferred revenue Beginning balance $ 740.5 $ 45.1 Additions to collaboration agreements 4.0 742.1 Revenue recognized from balances held at the beginning of the period (120.0) (18.6) Revenue recognized from balances not held at the beginning of the period (0.8) (28.1) Ending balance $ 623.7 $ 740.5 During the years ended December 31, 2022, 2021 and 2020, the Company recorded cumulative catch-up adjustments from contract modifications totaling $0.7 million, $(0.8) million and $(0.4) million, respectively, relating to performance obligations which were satisfied in prior periods. The aggregate amount of the transaction price allocated to performance obligations that were unsatisfied as of December 31, 2022 totaled $623.7 million, which is expected to be recognized in the following periods: (dollars in millions) 2023 $ 218.6 2024 193.9 2025 90.2 2026 55.3 2027 34.7 Thereafter 31.0 Total $ 623.7 |
Marketable Securities and Fair
Marketable Securities and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Marketable Securities and Fair Value Measurements | Marketable Securities and Fair Value Measurements The following is a summary of the Company’s assets measured at fair value on a recurring basis. December 31, 2022 (dollars in millions) Valuation Hierarchy Effective Maturity Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Corporate bonds Level 2 2023 $ 802.7 $ — $ (9.3) $ 793.4 Corporate bonds Level 2 2024 - 2025 205.3 — (9.2) 196.1 Government securities Level 2 2023 61.9 — (0.4) 61.5 Government securities Level 2 2024 73.3 — (0.3) 73.0 Total $ 1,143.2 $ — $ (19.2) $ 1,124.0 December 31, 2021 (dollars in millions) Valuation Hierarchy Effective Maturity Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Corporate bonds Level 2 2022 $ 784.0 $ — $ (0.7) $ 783.3 Corporate bonds Level 2 2023 - 2024 582.5 — (3.8) 578.7 Government securities Level 2 2022 32.4 — (0.1) 32.3 Total $ 1,398.9 $ 0.0 $ (4.6) $ 1,394.3 The Company generally does not intend to sell any investments prior to recovery of their amortized cost basis for any investment in an unrealized loss position. As such, the Company has classified these losses as temporary in nature. The carrying value of accounts receivable and accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these assets and liabilities. Non-recurring fair value measures In September 2021, in connection with the Pfizer Stock Purchase Agreement, t he Company valued the common stock issued to Pfizer at fair value. The Pfizer Stock Purchase Agreement contains provisions restricting the sale or transfer for a period of time (the “lock-up period”). The resulting fair value of $264.6 million was determined by applying the discount due to lack of marketability during the contractual lock-up period to the public trading price of the common stock, which is a Level 1 input, on the date of sale. The Company accounted for the lack of marketability during the contractual lock-up period, by utilizing put option models, which are considered Level 3 inputs. Such option models included the Company’s historical volatility and the risk-free rate based on U.S. Treasury bond rates, as key inputs. |
Property, Equipment and Leaseho
Property, Equipment and Leasehold Improvements | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Leasehold Improvements | Property, Equipment and Leasehold Improvements Property, equipment and leasehold improvements consist of the following: December 31, (dollars in millions) 2022 2021 Laboratory equipment $ 17.1 $ 13.6 Office equipment 2.0 1.4 Leasehold improvements 10.9 8.4 Total property, equipment and leasehold improvements 30.0 23.4 Less: accumulated depreciation and amortization (16.6) (10.7) Property, equipment and leasehold improvements, net $ 13.4 $ 12.7 Depreciation expense totaled $6.3 million, $4.8 million, and $3.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Right of Use Assets and Liabili
Right of Use Assets and Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Right of Use Assets and Liabilities | Right-of-Use Assets and Liabilities The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets and operating lease liabilities in the accompanying consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments, which ranges from 3.0% – 4.1%. Lease expense is recognized on a straight-line basis over the lease term. The Company considers options to extend or terminate the lease in recognizing ROU assets and lease liabilities when it is reasonably certain that such options will be exercised. In May 2021, the Company entered into a lease arrangement, which was amended in August 2022, for approximately 160,000 square feet of laboratory and office space to be occupied in 2024. In connection with the signing of the lease and the related amendment, and at the Company’s election to increase the landlord’s contribution to the tenant improvement allowance, the Company initially issued a letter of credit totaling $4.5 million, which was subsequently increased to $5.5 million, collateralized by a certificate of deposit in the same amount, which is presented as restricted cash in the accompanying consolidated balance sheets. Once occupied, the base rent will range from $7.7 million to $8.8 million annually over a ten-year lease term. The Company has operating leases for its corpor ate office, laboratories and certain equipment, which expire no later than January 2026. The leases have a weighted average remaining term of 2.3 years. The components of lease expense were as follows: Year Ended December 31, (dollars in millions) 2022 2021 2020 Operating lease cost $ 2.1 $ 1.4 $ 1.0 Supplemental cash flow information related to leases was as follows: December 31, (dollars in millions) 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1.9 $ 1.2 $ 0.9 Supplemental non-cash information: Right-of-use assets obtained in exchange for new lease obligations $ 2.4 $ 3.2 $ 0.6 Maturities of operating lease liabilities as of December 31, 2022 were as follows: (dollars in millions) 2023 $ 2.0 2024 2.2 2025 0.5 2026 — Total lease payments 4.7 Less: imputed interest (0.2) Total $ 4.5 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following: December 31, (dollars in millions) 2022 2021 Accounts payable $ 5.7 $ 31.3 Accrued liabilities Research and development expenses 35.9 9.5 Employee expenses 18.7 12.4 Income taxes 10.3 — Professional fees and other 4.1 1.2 $ 74.7 $ 54.4 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt In June 2018, the Company entered into an Assistance Agreement with the State of Connecticut (the "2018 Assistance Agreement") to provide funding for the expansion and renovation of laboratory and office space (the "Project"). Under the terms of the 2018 Assistance Agreement, the Company was entitled to borrow from the State of Connecticut a maximum of $2.0 million, provided that the funding did not exceed more than 50% of the total Project costs. In September 2018, the Company borrowed $2.0 million under the 2018 Assistance Agreement, bearing interest at 3.25% per annum with interest payments required for the first 60 months from the funding date. Thereafter, the loan will begin to fully amortize through month 120, maturing in September 2028 . In April 2021, borrowings totaling $1.0 million were forgiven by the State of Connecticut as the Company met certain employment conditions, as defined in the agreement. The 2018 Assistance Agreement requires that the Company be located in the State of Connecticut through September 2028 with a default penalty of repayment of the full original funding amount of $2.0 million plus liquidated damages of 7.5% of the total amount of funding received. In connection with an Assistance Agreement with the State of Connecticut (the "Assistance Agreement") entered into in 2014, under which all the borrowings by the Company were forgiven in accordance with the Assistance Agreement, the Company is required to be located in the State of Connecticut through January 2024, with a default penalty of repayment of the full original funding amount of $2.5 million plus liquidated damages of 7.5%. Minimum future principal payments on long-term debt as of December 31, 2022 are as follows: (dollars in millions) 2023 $ — 2024 0.2 2025 0.2 2026 0.2 2027 0.2 Thereafter 0.2 Total $ 1.0 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity | Equity Common Stock As of December 31, 2022 and 2021, the Company had authorized 200,000,000 shares of common stock, at a $0.001 par value per share. The holders of shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders and written actions in lieu of meetings. The holders of shares of common stock are entitled to receive dividends, if and when declared by the Board of Directors. No dividends have been declared or paid by the Company since its inception. In September 2021, in connection with the Pfizer Stock Purchase Agreement, the Company issued 3,457,815 shares of common stock to Pfizer at a price of $101.22 per share, which resulted in aggregate gross proceeds of $350 million , less financial advisor fees of $4.6 million, as further described in Note 3 to our consolidated financial statements . Pursuant to terms of the Pfizer Stock Purchase Agreement, Pfizer has agreed not to sell or transfer the Shares without prior written approval of the Company for a specified period, subject to specified exceptions. In December 2020, the Company completed a public offering in which the Company issued and sold 6,571,428 shares of common stock at a public offering price of $70.00 per share, which resulted in aggregate gross proceeds of $460.0 million before underwriter discounts, commissions, and offering costs of $28.1 million. Equity Distribution Agreements In August 2021, the Company entered into an Equity Distribution Agreement with Piper Sandler & Company (“Piper Sandler”) and Cantor Fitzgerald & Co. (“Cantor”), as agents, pursuant to which the Company may offer and sell from time to time, through the agents, up to $300.0 million of the common stock registered under the universal shelf registration statement pursuant to one or more “at-the-market" offerings. During the years ended December 31, 2022 and 2021 , no shares were issued under this agreement. In October 2019, the Company entered into an Equity Distribution Agreement (the "Distribution Agreement") with Piper Sandler, pursuant to which the Company could offer and sell from time-to-time in an “at-the-market offering,” at its option, up to an aggregate of $100.0 million of shares of the Company’s common stock through Piper Sandler, as sales agent. During year ended December 31, 2020, the Company sold 2,593,637 shares of its common stock resulting in proceeds to the Company of $64.1 million, net of offering costs of $1.6 million. The Company terminated the Distribution Agreement in August 2021. Share-based Compensation 2018 Employee Stock Purchase Plan In September 2018, the Company adopted the 2018 Employee Stock Purchase Plan (the "2018 ESPP"), with the first offering period under the 2018 ESPP commencing on January 1, 2020, by initially providing participating employees with the opportunity to purchase an aggregate of 311,850 shares of the Company's common stock. The number of shares of the Company's common stock reserved for issuance under the 2018 ESPP increased, pursuant to the terms of the 2018 ESPP, by additional shares equal to 1% of the Company’s then-outstanding common stock, effective as of January 1 of each year. As of December 31, 2022, 1,986,565 shares remained available for purchase. During the years ended December 31, 2022, 2021 and 2020, the Company issued 24,898, 19,357 and 11,046 shares, respectively, of common stock under the 2018 ESPP. Incentive Share Plan In the Fourth Amendment to the Company’s Incentive Share Plan (the "Incentive Plan") adopted in March 2018, the Company was authorized to issue up to an aggregate of 6,199,477 incentive units pursuant to the Incentive Plan. Generally, incentive units were granted at no less than fair value as determined by the board of managers and had vesting periods ranging from one 2018 Stock Incentive Plan In September 2018, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2018 Stock Incentive Plan (the "2018 Plan"), which became effective upon the effectiveness of the registration statement on Form S-1 for the Company’s IPO. The number of common shares initially available for issuance under the 2018 Plan equaled the sum of (1) 4,067,007 shares of common stock; plus (2) the number of shares of common stock (up to 1,277,181 shares) issued in respect of incentive units granted under the Incentive Plan that were subject to vesting immediately prior to the effectiveness of the registration statement that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right; plus (3) an annual increase on the first day of each year beginning with the year ended December 31, 2019 and continuing to, and including, the year ending December 31, 2028, equal to the lesser of 4,989,593 shares of the Company’s common stock, 4% of the number of shares of the Company’s common stock outstanding on the first day of the year or an amount determined by the Company’s board of directors. As of December 31, 2022, 2,048,284 shares are available for issuance under the 2018 Plan. Common shares subject to outstanding equity awards that expire or are terminated, surrendered, or cancelled without having been fully exercised or are forfeited in whole or in part are available for future grants of awards. Compensation Expense For the years ended December 31, 2022, 2021 and 2020, the Company recognized compensation expense of $75.5 million, $57.1 million and $30.2 million, respectively, related to the issuance of incentive awards, including $0.7 million, $0.3 million and $0.3 million, respectively, related to the 2018 ESPP. As of December 31, 2022, there was $67.3 million of compensation expense that is expected to be recognized over a weighted average period of approximately 1.7 years. Stock Options The fair value of the stock options granted during each of the years ended December 31, 2022, 2021 and 2020 was determined using the Black-Scholes option pricing model at the grant date with the following range of assumptions: Year ended December 31, 2022 2021 2020 Expected volatility 73% - 76% 74% - 78% 70% - 75% Expected term (years) 5.5 - 7.0 5.3 - 7.0 5.3 - 7.0 Risk free interest rate 1.5% - 4.2% 0.5% - 1.3% 0.3% - 1.6% Expected dividend yield 0 % 0 % 0 % Exercise price $36.79 - $78.91 $66.82 - $100.40 $22.70 - $50.00 Given the Company’s common stock has not been trading for a sufficient period of time, the Company calculates volatility of its common stock by utilizing a weighted average of a collection of peer company volatilities and its own common stock volatility. The expected term is calculated utilizing the simplified method. A summary of the stock option activity under the 2018 Plan as of December 31, 2022 is presented below. These amounts include stock options granted to employees, directors and consultants. (dollars in millions, Options Weighted Weighted Aggregate Outstanding as of December 31, 2021 5,343,254 $ 44.98 Granted 1,889,501 $ 59.23 Exercised (184,160) $ 19.49 Forfeited (233,961) $ 61.29 Outstanding as of December 31, 2022 6,814,634 $ 49.06 7.7 $ 34.5 Exercisable as of December 31, 2022 3,601,334 $ 37.22 6.8 $ 33.0 The weighted-average grant date fair value of options granted during the years ended December 31, 2022, 2021 and 2020 was $39.17, $52.85 and $27.45, respectively. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $7.9 million, $46.9 million and $19.4 million, respectively. As of December 31, 2022, $53.8 million of total unrecognized compensation cost related to non-vested stock options granted under the 2018 Plan is expected to be recognized over a weighted average period of approximately 1.6 years. As of December 31, 2022, there w ere 6,540,844 stock o ptions under the 2018 Plan that have vested or are expected to vest. Restricted Stock Awards A summary of the restricted stock award activity under the Incentive Plan as of December 31, 2022 is presented below. These amounts include restricted stock granted to employees, directors and consultants. Shares Weighted Unvested restricted stock as of December 31, 2021 30,625 $ 16.00 Vested (29,305) $ 16.00 Forfeited (1,320) $ 16.00 Unvested restricted stock as of December 31, 2022 — $ 16.00 Restricted Stock Units A summary of restricted stock unit activity under the 2018 Plan for the year ended December 31, 2022 is presented below. These amounts include restricted stock units granted to employees. Shares Weighted Unvested restricted stock units as of December 31, 2021 88,307 $ 20.02 Granted 460,763 $ 54.59 Exercised (42,500) $ 20.04 Forfeited (17,354) $ 53.91 Unvested restricted stock units as of December 31, 2022 489,216 $ 51.37 As of December 31, 2022, $13.5 million of total unrecognized compensation cost related to non-vested restricted stock units granted under the 2018 Plan is expected to be recognized over a weighted average period of approximately 2.1 years. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments In July 2019, the Company and Bayer CropScience LP ("Bayer LP") formed Oerth Bio, a joint venture to research, develop and commercialize PROTAC targeted protein degraders for applications in the field of agriculture. Pursuant to the terms of the joint venture agreement, the Company made an in-kind intellectual property contribution to Oerth Bio in the form of a license to certain of the Company’s proprietary technology and Bayer LP committed and subsequently made cash contributions to Oerth Bio totaling $56.0 million, as well as an in-kind intellectual property contribution. The Company and Bayer LP each held an initial ownership interest in Oerth Bio representing 50% of the ownership interests. A 15% ownership interest of Oerth Bio was reserved for the future grants of incentive units to employees and service providers and, as a result, the Company's ownership interest totaled 46.5%, 48.4% and 49.4% as of December 31, 2022, 2021 and 2020, respectively, as a result of vested incentive units. Under the joint venture agreement, the Company has no obligation to provide additional funding and the Company’s ownership interest will not be diluted from future contributions from Bayer LP. The activities of Oerth Bio are controlled by a management board under the joint control of the Company and Bayer LP. As Oerth Bio is jointly controlled by the Company and Bayer LP, the Company accounts for its interest using the equity method of accounting. The Company determined that Oerth Bio is a variable interest entity and, accordingly, the Company has evaluated the significant activities of Oerth Bio under the variable interest entity model and concluded that the significant activities consist primarily of research and development activities and, as the Company does not have the sole power to direct such activities, the Company is not the primary beneficiary. The Company determined that the fair value of the equity interest it received in Oerth Bio in exchange for the license contributed totaled $49.4 million. The fair value of Oerth Bio was determined utilizing discounted cash flows based on reasonable estimates and assumptions of cash flows expected from Oerth Bio. The Company recognized revenue of $24.7 million in 2019 attributable to the license contributed to Oerth Bio. In 2019, the Company also recognized $24.7 million of equity in net losses of Oerth Bio reducing the carrying value of the Company’s investment to zero. In connection with the preparation of the Company's consolidated financial statements for the yea r ended December 31, 2022, the Company identified a prior period error related to the accounting of its investment in Oerth Bio in 2019. Previously, the Company disclosed that revenue of $24.7 million was deferred and would be recognized if and when Oerth Bio recognized revenue associated with the license. The Company has now determined that the consideration received for the amounts associated with the deferred revenue should have been constrained, because at the time Bayer LP had contributed only a portion of its full cash commitment to Oerth Bio, and Bayer LP had the right to all the cash contributed, but not yet spent, upon liquidation of Oerth Bio. The constrained revenue should have been recognized upon both cash being contributed by Bayer LP and the related cash spent by Oerth Bio on research and development activities. As such, the recognition of revenue is accompanied by corresponding equity method losses of the same amount for all periods presented. The Company ev aluated the error a nd determined that the related impact did not materially misstate the previously issued condensed consoli dated financial statements for the years ended December 31, 2021 and 2020. Although the Company concluded that the error was not material to its previously issued consolidated financial statements, the Company has determined it is appropriate to adjust its previously issued consolidated financial statements for the years ended December 31, 2021 and 2020 to correct the error and improve comparability . The following illustrates the effect of the correction of the immaterial error for the period presented. There was no impact to the balance sheets, net loss per common share, statements of cash flows or changes in shareholders’ equity. Year ended December 31, 2021 Year ended December 31,2020 (dollars in millions) as previously reported adjustments as adjusted as previously reported adjustments as adjusted Revenue $ 46.7 $ 6.9 $ 53.6 $ 21.8 $ 4.1 $ 25.9 Loss from operations $ (195.3) $ 6.9 $ (188.4) $ (124.9) $ 4.1 $ (120.8) Loss from equity method investment $ — $ (6.9) $ (6.9) $ — $ (4.1) $ (4.1) Net loss $ (191.0) $ — $ (191.0) $ (119.3) $ — $ (119.3) Net loss per common share - basic and diluted $ (3.82) $ — $ (3.82) $ (3.02) $ — $ (3.02) Comprehensive loss $ (196.2) $ — $ (196.2) $ (118.8) $ — $ (118.8) Operating expenses and net loss of Oerth Bio for the years ended December 31 2022, 2021 and 2020 totaled $22.9 million, $14.3 million and $8.3 million, respectively. The Company recognized equity method losses of $10.6 million, $6.9 million and $4.1 million for the years ended December 31, 2022 , 2021 and 2020, respectively. As of December 31, 2022 , and 2021, the Company’s carrying value of the investment was zero. The Company also provides Oerth Bio with compensated research and development and administrative services through a separate agreement. The se rvices rendered by the Company during the years ended December 31, 2022, 2021 and 2020 were immaterial. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the year ended December 31, 2022, income tax expense totaled $20.9 million, and consisted of the following: Year Ended December 31, 2022 2021 2020 Current: U.S.: Federal $ 8.2 $ — $ — State and local 12.7 — — Total current 20.9 — — Deferred: U.S.: Federal — — — State and local — — — Total deferred — — — Income tax expense $ 20.9 $ — $ — The Company generated taxable income for the year ended December 31, 2022 primarily due to revenue recognition for tax purposes from the ARV-471 Collaboration Agreement and the mandatory capitalization of qualified research and development expenses incurred on or after January 1, 2022, which, upon recognition for tax purposes, would create additional deferred tax assets. Under the Tax Cuts and Jobs Act of 2017, qualified research expenses incurred after 2021 are no longer immediately deductible for tax purposes and instead must be capitalized and amortized for tax purposes. For the years ended December 31, 2021 and 2020, the Company had no income tax expense due to incurred operating losses. The Company had also not recorded any income tax benefits for the net operating losses incurred in each of those periods due to its uncertainty of realizing a benefit from those items. All of the Company’s losses before income taxes were generated in the United States. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate for the years ended December 31, 2022, 2021 and 2020 were as follows: Year ended December 31, 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % Return to provision 3.6 % 1.1 % — % Federal research tax credit 3.4 % 2.7 % 4.1 % Other (0.1 %) — % — % Uncertain tax positions (1.2 %) — % — % Stock compensation (1.4) % (2.7) % (1.7) % State taxes (1.6) % 16.3 % (0.1) % Change in valuation allowance (31.7) % (38.4) % (23.3) % (8.0 %) 0.0 % 0.0 % Deferred income taxes represent the tax effect of transactions that are reported in different periods for financial and tax reporting purposes. Temporary differences and carryforwards that give rise to a significant portion of the deferred income tax benefits and liabilities were as follows as of December 31, 2022 and 2021: December 31, (dollars in millions) 2022 2021 Deferred income tax assets: Deferred revenue $ 143.0 $ 10.0 Capitalized research and development 56.3 — Stock compensation 25.9 15.4 Tax credits 10.4 18.8 Loss carryforwards 3.8 97.0 Other 7.7 3.3 Total deferred income tax assets 247.1 144.5 Deferred income tax liabilities: Property, equipment and leasehold improvements (2.6) (3.6) Other (1.0) (1.4) Total deferred income tax liabilities (3.6) (5.0) Less valuation allowance (243.5) (139.5) Net deferred income tax liability $ — $ — A valuation allowance is established when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. The Company has provided a valuation allowance against the full amount of the deferred tax assets since it is more likely than not that the benefits will not be realized. This assessment is based on the Company's historical cumulative losses, which provide strong objective evidence that cannot be overcome with projections of income, as well as the fact the Company expects continuing losses in the future. All, or a portion of, the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to utilize these potential tax benefits. The valuation allowance increased by $104.0 million and $74.6 million in 2022 and 2021, respectively, due to revenue recognition for tax purposes from the ARV-471 Collaboration Agreement and the mandatory capitalization of qualified research and development costs in 2022, and increases in net operating loss carryforwards, tax credit carryforwards, stock compensation expense, and research and development tax credits in 2021. The Company had zero and $373.6 million of federal net operating loss carryforwards as of December 31, 2022 and 2021, respectively. Federal net operating loss carryforwards as of December 31, 2017 expire at various dates through 2037 and federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such carryforwards is limited to 80% of the Company’s taxable income in the year in which carryforwards are used. The Company had $63.4 million and $346.9 million of state and local net operating loss carryforwards as of December 31, 2022 and 2021, respectively, that expire at various dates through 2041. The Company had zero and $15.2 million of federal tax credit carryforwards as of December 31, 2022 and 2021, respectively. The Company had $13.1 million and $4.5 million of state tax credit carryforwards as of December 31, 2022 and 2021, respectively, which expire at various dates through 2037. During 2021, the Company performed a Section 382 analysis to determine whether an ownership change occurred for tax purposes. Based on this analysis, the Company determined that ownership changes occurred on July 31, 2018 and December 31, 2020 due to various equity offerings, vesting of restricted stock awards and stock option exercises. These ownership changes resulted in Section 382 limitations on the Company’s net operating loss and tax credit carryforwards generated before these dates. However, because the amount of the Section 382 limitations (including carryover of the unused Section 382 limitations and realized built-in gains) exceeds the amount of the Company’s carryforwards generated before these dates, the limitations will not affect the Company's ability to fully utilize these carryforwards. The Company complies with the provisions of ASC 740 in accounting for its uncertain tax positions. ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. As of December 31, 2022, the Company recorded net uncertain tax positions of $3.2 million relating primarily to state income tax filing positions in various jurisdictions. As of December 31, 2021, the Company had no unrecognized tax benefits. Changes in the Company's gross unrecognized tax benefits were as follows: Year ended December 31, (dollars in millions) 2022 2021 2020 Beginning of period balance - gross $ — $ — $ — Increases for tax positions taken during the current period 4.1 — — Decreases for tax positions taken during a prior period — — — End of period balance - gross $ 4.1 $ — $ — The Company recognizes interest accrued related to unrecognized tax benefits and penalties in tax expense. The Company's accrual for interest and penalties as of December 31, 2022 was immaterial. The Company is required to file income tax returns in the U.S. Federal and various state jurisdictions. As a result of the Company’s net operating loss carryforwards, the Company’s federal and state statutes of limitations generally remain open for all tax years until its net operating loss and tax credit carryforwards are utilized or expire prior to utilization. The Company does not currently have any federal or state income tax examinations in progress. For the years ended December 31, 2022, 2021, and 2020, the Company recorded a benefit from expected cash refunds to be provided by the State of Connecticut, equal to 65% of research and development credits, of zero, $1.6 million, and $1.8 million, respectively, which is included in Other income, net in the accompanying consolidated statements of operations and comprehensive loss, due to the Company being a state income and franchise taxpayer in 2022, and a state franchise taxpayer in 2021 and 2020. The benefit results from the exchange of the state research and development tax credit carryforwards for cash refunds. As of December 31, 2022 and 2021, the Company had receivables of $1.9 million and $3.4 million, respectively, relating to research and development credits due to the Company. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time, the Company may be subject to legal proceedings, claims and disputes that arise in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount, which could differ materially. Legal fees and other costs associated with such actions are expensed as incurred. As of December 31, 2022, the Company has accrued $7.0 million for such matters, primarily related to a contract dispute that is in early stages. Due to the early stage of the dispute, the means of resolution are unknown and could involve contract modification and, or payment of consideration. An estimate of the possible range of loss associated with the dispute cannot be made at this time and the Company has accrued its best estimate as of December 31, 2022. Clinical and Preclinical Development and Licensing Arrangements From time to time, the Company enters into contracts in the normal course of business with various third parties who support its clinical trials, preclinical research studies, and other services related to its development activities. The scope of the services under these agreements can generally be modified at any time, and the agreement can be terminated by either party after a period of notice and receipt of written notice. In addition, under licensing and related arrangements to which we are a party, we may be obligated to make milestone payments to third parties. The payment obligations under these arrangements are contingent upon future events, such as achievement of specified milestones or generation of product sales, and the amount, timing and likelihood of such payments are not known. Yale University License Agreement In July 2013, the Company entered into an exclusive license agreement, including the right to grant sublicenses, with Yale University to develop protein degradation technologies. Under the license agreement, the Company is required to pay a minimum license maintenance royalty totaling $0.1 million per year until the first sale to a third party of any licensed product, followed by success-based milestones for the first two licensed products for the development of the protein degradation technologies totaling approximately $3.0 million for the first licensed product and approximately $1.5 million for the second licensed product, and low single-digit royalties on aggregate worldwide net sales of certain licensed products, which may be subject to reductions, and subject to minimum royalty payments that range from $0.2 million to $0.5 million. During the years ended December 31, 2022, 2021 and 2020, the Company paid $0.1 million, $0.1 million and $0.2 million, respectively, under the license agreement. FMI Agreement In June 2022, the Company entered into a Master In Vitro Diagnostics Agreement with Foundation Medicine, Inc. (the "FMI Agreement") for the development and commercialization of one or more of Foundation Medicine’s companion in vitro diagnostic assays for use with one or more of the Company's therapeutic products. The FMI Agreement does not have a fixed duration, and the Company may terminate the FMI Agreement for convenience by providing adequate written notice to Foundation Medicine, Inc., subject to payment of applicable termination fees. Either party may terminate the FMI Agreement in its entirety for an uncured material breach by the other party, upon the bankruptcy or insolvency of the other party or by the mutual written agreement of both parties. Additionally, Foundation Medicine may terminate the FMI Agreement with respect to an applicable program, if (a) a reasonably necessary third party license is not secured by Foundation Medicine or if the Company does not consent to payments for such license (b) Foundation Medicine reasonably determines that further development of the applicable assay is not technically feasible or (c) following a certain number of years after the first commercial launch of the applicable assay for use with the applicable therapeutic product. Certain license and other rights and certain obligations of Foundation Medicine survive termination of the FMI Agreement. If the FMI Agreement is terminated in its entirety or with respect to any program, the Company has certain payment obligations remaining to Foundation Medicine and may also be required to pay a termination fee, if applicable. Bavdegalutamide In exchange for the development of FoundationOne® Liquid CDx as a companion diagnostic for use with bavdegalutamide for AR mCRPC in the United States and European Union, pursuant to the terms of the FMI Agreement, the Company is subject to success-based milestone payments of up to low to mid tens of millions of dollars, in addition to certain validation fees per sample and related pass-through costs. ARV-766 In exchange for the development of FoundationOne® Liquid CDx as a companion diagnostic for use with ARV-766 for AR mCRPC in the United States and European Union, pursuant to the terms of the FMI Agreement, the Company is subject to success-based milestone payments of up to low tens of millions of dollars, in addition to certain validation fees per sample and related pass-through costs. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic and diluted loss per common share was calculated as follows: Year ended December 31, (dollars and shares in millions, except per common share amounts) 2022 2021 2020 Net loss $ (282.5) $ (191.0) $ (119.3) Weighted average common shares outstanding - basic and diluted 53.2 50.0 39.5 Net loss per common share $ (5.31) $ (3.82) $ (3.02) The Company reported net losses for each of the years ended December 31 2022, 2021 and 2020, and therefore excluded all stock options, restricted stock awards and restricted stock units from the computation of diluted net loss per common share as their inclusion would have had an anti-dilutive effect, as summarized below: Year ended December 31, (shares in millions) 2022 2021 2020 Stock options 6.8 5.3 4.3 Restricted stock awards — — 0.2 Restricted stock units 0.5 0.1 0.1 7.3 5.4 4.6 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company classifies as cash and cash equivalents amounts on deposit in banks and cash invested temporarily in various instruments, primarily money market accounts, with original maturities of three months or less at time of purchase. The carrying amounts reported in the consolidated balance sheets represent the fair values of cash and cash equivalents and are considered Level 1 financial instruments. |
Restricted Cash | Restricted Cash Restricted cash represents a letter of credit collateralized by a certificate of deposit in the same amount as required under the terms of the Company's laboratory and office space lease entered into in May 2021 and amended in August 2022. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains its cash in financial institution accounts that may at times exceed federally insured limits. The cash balances in the financial institutions are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Cash may also be maintained at commercial institutions that are not insured by the FDIC. |
Marketable Securities | Marketable Securities The Company's marketable securities are classified as available-for-sale securities and are carried at their fair value based on the quoted market prices of the securities, with unrealized gains and losses reported as accumulated other comprehensive income (loss), a separate component of stockholders' equity. Realized gains and losses on available-for-sale securities are included in other income in the period earned or incurred. |
Property, Equipment, and Leasehold Improvements | Property, Equipment, and Leasehold Improvements Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives, which range from three years for office equipment to five years for laboratory equipment. Maintenance and repairs which do not extend the lives of the assets are charged directly to expense as incurred. Upon retirement or disposal, cost and related accumulated depreciation is removed from the related accounts, and any resulting gain or loss is recognized as a component of income or loss for the period. Leasehold improvements are recorded at cost and amortized using the straight-line method over the shorter of the lease term or the useful life of the asset. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets when indications of potential impairments are present. The Company adjusts the carrying value of the long-lived assets if the sum of undiscounted expected future cash flows is less than the carrying value. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker in assessing performance and allocating resources. The Company, through its Chief Executive Officer in his role as chief operating decision maker, views Company operations and manages the business as one operating segment. All of the Company’s tangible assets are held in the United States and all of the Company’s revenue has been generated in the United States. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue Revenues from Contracts The Company recognizes revenue under Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers. The Company’s revenue is generated through research collaboration and license agreements with pharmaceutical partners. The terms of these agreements contain multiple goods and services which may include (i) licenses, (ii) research and development activities, and (iii) participation in joint research and development steering committees. The terms of these agreements may include non-refundable, upfront license or option fees, payments for research and development activities, payments upon the achievement of certain milestones and royalty payments based on product sales derived from the collaboration. Under ASC 606, the Company evaluates whether the license agreement, research and development services and participation in research and development steering committees represent separate or combined performance obligations. The Company has determined that these services within its existing contracts represent combined single performance obligations. The research collaboration and license agreements typically include contingent milestone payments related to specified preclinical and clinical development milestones and regulatory milestones. These milestone payments represent variable consideration to be included within the transaction price using the most likely amount method. The Company determined that the most likely amount to be recognized was zero, against which no constraint was applied. The Company continually assesses the probability of significant reversals for any amounts that become likely to be realized prior to recognizing the variable consideration associated with these payments within the transaction price. Revenue is recognized ratably over the Company’s expected performance period under each respective arrangement. The Company makes its best estimate of the period over which the Company expects to fulfill the Company’s performance obligations, which includes access to technology through the license agreement and research activities. Given the uncertainties of these collaboration arrangements, significant judgment is required to determine the duration of the performance period. For the years ended December 31, 2022, 2021 and 2020, the transaction price allocated to the combined performance obligation identified under the individual research collaboration and license agreements was recognized as revenue on either a straight-line basis over the estimated performance period under the arrangement or over the estimated performance period based on the Company’s best estimate of costs to be incurred. Straight-line basis was considered the best measure of progress for certain agreements in which control of the combined obligation transfers to the customers, due to the contract containing license rights to technology, research and development services, and joint committee participation, which in totality are expected to occur ratably over the performance period. The Company’s contracts may also call for certain sales-based milestone and royalty payments upon successful commercialization of a target. The Company recognizes revenues from sales-based milestone and royalty payments at the later of a) the occurrence of the subsequent sale, or b) the performance obligation to which some or all of the sales-based milestone or royalty payments has been allocated has been satisfied (or partially satisfied). The Company anticipates recognizing these milestones and royalty payments if and when subsequent sales are generated by customers from the use of the technology. To date, no revenue from these sales-based milestone and royalty payments has been recognized for any periods. Amounts received prior to satisfying the above revenue recognition criteria are recorded as contract liabilities in the Company’s accompanying consolidated balance sheets. The Company expenses direct and incremental costs to obtaining and fulfilling a contract as and when incurred if the expected amortization period of the asset that would be recognized is one year or less, or if the amount of the asset is immaterial. Otherwise, such costs are capitalized as collaboration contract assets and amortized as general and administrative expenses over the total estimated period of performance of each underlying contract. |
Equity Method Investments | Equity Method Investments The Company accounts for investments for which it does not have a controlling interest in accordance with ASC 323, Investments – Equity Method and Joint Ventures |
Income Taxes | Income Taxes Arvinas, Inc. and its wholly owned subsidiaries use the asset and liability method of accounting for income taxes, as set forth in ASC 740, Accounting for Income Taxes . Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequence of temporary differences between the carrying amounts and the tax basis of assets and liabilities and net operating loss carry forwards, all calculated using presently enacted tax rates. A valuation allowance is established to reduce deferred tax assets to their estimated realizable value. The Company provides a valuation allowance to the extent that it is more likely than not that all or a portion of the deferred tax assets will not be realized. |
Equity-based Compensation | Equity-based Compensation The Company measures employee, board of director and consultant equity-based compensation for stock option and restricted stock grants based on the grant date fair value of the equity awards. Equity-based compensation expense is recognized over the requisite service period of the awards, net of estimated forfeitures. Estimated forfeitures are updated on a periodic basis based on actual experience. For equity awards that have a performance condition, the Company recognizes compensation expense based on its assessment of the probability that the performance condition will be achieved. The Company classifies equity-based compensation expense in its consolidated statement of operations in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified. |
401(k) Savings plan | 401(k) Savings planThe Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis. |
Research and Development Expenses | Research and Development Expenses Research and development expenses include (i) employee-related expenses, including salaries, benefits, travel and stock-based compensation expense; (ii) external research and development expenses incurred under arrangements with third parties, such as contract research organization agreements, investigational sites and consultants; (iii) the cost of acquiring, developing and manufacturing clinical study materials; (iv) costs associated with preclinical and clinical activities and regulatory operations; and (v) costs incurred in development of intellectual property. Costs incurred in connection with research and development activities are expensed as incurred. The Company enters into consulting, research and other agreements with commercial entities, researchers, universities and others for the provision of goods and services. Such arrangements are generally cancellable upon reasonable notice and payment of costs incurred. Costs are considered incurred based on an evaluation of the progress to completion of specific tasks under each contract using information and data provided by the respective vendors, including the Company’s clinical sites. These costs consist of direct and indirect costs associated with specific projects, as well as fees paid to various entities that perform certain research on behalf of the Company. Depending upon the timing of payments to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management’s estimates of the work performed under service agreements, milestones achieved and experience with similar contracts. The Company monitors each of these factors and adjusts estimates accordingly. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures , requires disclosure of the fair value of financial instruments held by the Company. ASC 825, Financial Instruments , defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: Level 1— Inputs are based upon observable or quoted prices (unadjusted) for identical instruments traded in active markets. The Company’s Level 1 financial instruments consist of cash equivalents. Level 2— Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s Level 2 investments consist primarily of corporate notes and bonds and U.S. government and agency securities. Level 3— Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential shares of common shares. |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted Accounting Pronouncements The Company reviews new accounting standards as issued. As of December 31, 2022, the Company has not identified any new standards that it believes will have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported withing the consolidated balance sheets to the total amounts shown in the consolidated statements of cash flows for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, (dollars in millions) 2022 2021 2020 Cash and cash equivalents $ 81.3 $ 108.3 $ 588.4 Restricted cash 5.5 4.5 Cash, cash equivalents and restricted cash $ 86.8 $ 112.8 $ 588.4 |
Schedule of Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported withing the consolidated balance sheets to the total amounts shown in the consolidated statements of cash flows for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, (dollars in millions) 2022 2021 2020 Cash and cash equivalents $ 81.3 $ 108.3 $ 588.4 Restricted cash 5.5 4.5 Cash, cash equivalents and restricted cash $ 86.8 $ 112.8 $ 588.4 |
Research Collaboration and Li_2
Research Collaboration and License Agreements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Research Collaboration And License Agreements [Abstract] | |
Summary of contract balances | Changes in the Company's contract balances were as follows: December 31, (dollars in millions) 2022 2021 Accounts receivable Beginning balance $ 15.0 $ 1.0 Additions 6.4 19.9 Payments received (20.4) (5.9) Ending balance $ 1.0 $ 15.0 Accounts payable related to collaborations Beginning balance $ — $ — Additions 5.0 — Payments made — — Ending balance $ 5.0 $ — Contract assets: Collaboration contract asset Beginning balance $ 12.5 $ — Additions — 12.9 Amortization (1.8) (0.4) Ending balance $ 10.7 $ 12.5 Contract liabilities: Deferred revenue Beginning balance $ 740.5 $ 45.1 Additions to collaboration agreements 4.0 742.1 Revenue recognized from balances held at the beginning of the period (120.0) (18.6) Revenue recognized from balances not held at the beginning of the period (0.8) (28.1) Ending balance $ 623.7 $ 740.5 |
Transaction price allocated to performance obligations | The aggregate amount of the transaction price allocated to performance obligations that were unsatisfied as of December 31, 2022 totaled $623.7 million, which is expected to be recognized in the following periods: (dollars in millions) 2023 $ 218.6 2024 193.9 2025 90.2 2026 55.3 2027 34.7 Thereafter 31.0 Total $ 623.7 |
Marketable Securities and Fai_2
Marketable Securities and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of assets measured at fair value on a recurring basis | The following is a summary of the Company’s assets measured at fair value on a recurring basis. December 31, 2022 (dollars in millions) Valuation Hierarchy Effective Maturity Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Corporate bonds Level 2 2023 $ 802.7 $ — $ (9.3) $ 793.4 Corporate bonds Level 2 2024 - 2025 205.3 — (9.2) 196.1 Government securities Level 2 2023 61.9 — (0.4) 61.5 Government securities Level 2 2024 73.3 — (0.3) 73.0 Total $ 1,143.2 $ — $ (19.2) $ 1,124.0 December 31, 2021 (dollars in millions) Valuation Hierarchy Effective Maturity Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Corporate bonds Level 2 2022 $ 784.0 $ — $ (0.7) $ 783.3 Corporate bonds Level 2 2023 - 2024 582.5 — (3.8) 578.7 Government securities Level 2 2022 32.4 — (0.1) 32.3 Total $ 1,398.9 $ 0.0 $ (4.6) $ 1,394.3 |
Property, Equipment and Lease_2
Property, Equipment and Leasehold Improvements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, equipment and leasehold improvements | Property, equipment and leasehold improvements consist of the following: December 31, (dollars in millions) 2022 2021 Laboratory equipment $ 17.1 $ 13.6 Office equipment 2.0 1.4 Leasehold improvements 10.9 8.4 Total property, equipment and leasehold improvements 30.0 23.4 Less: accumulated depreciation and amortization (16.6) (10.7) Property, equipment and leasehold improvements, net $ 13.4 $ 12.7 |
Right of Use Assets and Liabi_2
Right of Use Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of lease expense | The components of lease expense were as follows: Year Ended December 31, (dollars in millions) 2022 2021 2020 Operating lease cost $ 2.1 $ 1.4 $ 1.0 |
Schedule of supplemental cash flow information related to leases | Supplemental cash flow information related to leases was as follows: December 31, (dollars in millions) 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1.9 $ 1.2 $ 0.9 Supplemental non-cash information: Right-of-use assets obtained in exchange for new lease obligations $ 2.4 $ 3.2 $ 0.6 |
Schedule of maturities of operating lease liabilities | Maturities of operating lease liabilities as of December 31, 2022 were as follows: (dollars in millions) 2023 $ 2.0 2024 2.2 2025 0.5 2026 — Total lease payments 4.7 Less: imputed interest (0.2) Total $ 4.5 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Components of accounts payable and accrued liabilities | Accounts payable and accrued liabilities consisted of the following: December 31, (dollars in millions) 2022 2021 Accounts payable $ 5.7 $ 31.3 Accrued liabilities Research and development expenses 35.9 9.5 Employee expenses 18.7 12.4 Income taxes 10.3 — Professional fees and other 4.1 1.2 $ 74.7 $ 54.4 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of minimum future principal payments on long-term debt | Minimum future principal payments on long-term debt as of December 31, 2022 are as follows: (dollars in millions) 2023 $ — 2024 0.2 2025 0.2 2026 0.2 2027 0.2 Thereafter 0.2 Total $ 1.0 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of assumptions used to determine fair value of stock options granted | The fair value of the stock options granted during each of the years ended December 31, 2022, 2021 and 2020 was determined using the Black-Scholes option pricing model at the grant date with the following range of assumptions: Year ended December 31, 2022 2021 2020 Expected volatility 73% - 76% 74% - 78% 70% - 75% Expected term (years) 5.5 - 7.0 5.3 - 7.0 5.3 - 7.0 Risk free interest rate 1.5% - 4.2% 0.5% - 1.3% 0.3% - 1.6% Expected dividend yield 0 % 0 % 0 % Exercise price $36.79 - $78.91 $66.82 - $100.40 $22.70 - $50.00 |
Summary of stock option activity | A summary of the stock option activity under the 2018 Plan as of December 31, 2022 is presented below. These amounts include stock options granted to employees, directors and consultants. (dollars in millions, Options Weighted Weighted Aggregate Outstanding as of December 31, 2021 5,343,254 $ 44.98 Granted 1,889,501 $ 59.23 Exercised (184,160) $ 19.49 Forfeited (233,961) $ 61.29 Outstanding as of December 31, 2022 6,814,634 $ 49.06 7.7 $ 34.5 Exercisable as of December 31, 2022 3,601,334 $ 37.22 6.8 $ 33.0 |
Restricted stock awards | |
Summary of restricted stock award activity | A summary of the restricted stock award activity under the Incentive Plan as of December 31, 2022 is presented below. These amounts include restricted stock granted to employees, directors and consultants. Shares Weighted Unvested restricted stock as of December 31, 2021 30,625 $ 16.00 Vested (29,305) $ 16.00 Forfeited (1,320) $ 16.00 Unvested restricted stock as of December 31, 2022 — $ 16.00 |
Restricted stock units | |
Summary of restricted stock award activity | A summary of restricted stock unit activity under the 2018 Plan for the year ended December 31, 2022 is presented below. These amounts include restricted stock units granted to employees. Shares Weighted Unvested restricted stock units as of December 31, 2021 88,307 $ 20.02 Granted 460,763 $ 54.59 Exercised (42,500) $ 20.04 Forfeited (17,354) $ 53.91 Unvested restricted stock units as of December 31, 2022 489,216 $ 51.37 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of correction of immaterial error for the period | The following illustrates the effect of the correction of the immaterial error for the period presented. There was no impact to the balance sheets, net loss per common share, statements of cash flows or changes in shareholders’ equity. Year ended December 31, 2021 Year ended December 31,2020 (dollars in millions) as previously reported adjustments as adjusted as previously reported adjustments as adjusted Revenue $ 46.7 $ 6.9 $ 53.6 $ 21.8 $ 4.1 $ 25.9 Loss from operations $ (195.3) $ 6.9 $ (188.4) $ (124.9) $ 4.1 $ (120.8) Loss from equity method investment $ — $ (6.9) $ (6.9) $ — $ (4.1) $ (4.1) Net loss $ (191.0) $ — $ (191.0) $ (119.3) $ — $ (119.3) Net loss per common share - basic and diluted $ (3.82) $ — $ (3.82) $ (3.02) $ — $ (3.02) Comprehensive loss $ (196.2) $ — $ (196.2) $ (118.8) $ — $ (118.8) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense | For the year ended December 31, 2022, income tax expense totaled $20.9 million, and consisted of the following: Year Ended December 31, 2022 2021 2020 Current: U.S.: Federal $ 8.2 $ — $ — State and local 12.7 — — Total current 20.9 — — Deferred: U.S.: Federal — — — State and local — — — Total deferred — — — Income tax expense $ 20.9 $ — $ — |
Reconciliation of the U.S. federal statutory income tax rate to effective income tax rate | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate for the years ended December 31, 2022, 2021 and 2020 were as follows: Year ended December 31, 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % Return to provision 3.6 % 1.1 % — % Federal research tax credit 3.4 % 2.7 % 4.1 % Other (0.1 %) — % — % Uncertain tax positions (1.2 %) — % — % Stock compensation (1.4) % (2.7) % (1.7) % State taxes (1.6) % 16.3 % (0.1) % Change in valuation allowance (31.7) % (38.4) % (23.3) % (8.0 %) 0.0 % 0.0 % |
Summary of deferred income tax benefits and liabilities | Temporary differences and carryforwards that give rise to a significant portion of the deferred income tax benefits and liabilities were as follows as of December 31, 2022 and 2021: December 31, (dollars in millions) 2022 2021 Deferred income tax assets: Deferred revenue $ 143.0 $ 10.0 Capitalized research and development 56.3 — Stock compensation 25.9 15.4 Tax credits 10.4 18.8 Loss carryforwards 3.8 97.0 Other 7.7 3.3 Total deferred income tax assets 247.1 144.5 Deferred income tax liabilities: Property, equipment and leasehold improvements (2.6) (3.6) Other (1.0) (1.4) Total deferred income tax liabilities (3.6) (5.0) Less valuation allowance (243.5) (139.5) Net deferred income tax liability $ — $ — |
Summary of unrecognized tax benefits | Changes in the Company's gross unrecognized tax benefits were as follows: Year ended December 31, (dollars in millions) 2022 2021 2020 Beginning of period balance - gross $ — $ — $ — Increases for tax positions taken during the current period 4.1 — — Decreases for tax positions taken during a prior period — — — End of period balance - gross $ 4.1 $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Basic and diluted loss per common share | Basic and diluted loss per common share was calculated as follows: Year ended December 31, (dollars and shares in millions, except per common share amounts) 2022 2021 2020 Net loss $ (282.5) $ (191.0) $ (119.3) Weighted average common shares outstanding - basic and diluted 53.2 50.0 39.5 Net loss per common share $ (5.31) $ (3.82) $ (3.02) |
Securities excluded from the computation of diluted net loss per share | The Company reported net losses for each of the years ended December 31 2022, 2021 and 2020, and therefore excluded all stock options, restricted stock awards and restricted stock units from the computation of diluted net loss per common share as their inclusion would have had an anti-dilutive effect, as summarized below: Year ended December 31, (shares in millions) 2022 2021 2020 Stock options 6.8 5.3 4.3 Restricted stock awards — — 0.2 Restricted stock units 0.5 0.1 0.1 7.3 5.4 4.6 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) $ in Billions | 12 Months Ended |
Dec. 31, 2022 USD ($) Subsidiary | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of wholly owned subsidiaries | Subsidiary | 4 |
Cash, cash equivalents, restricted cash and marketable securities | $ | $ 1.2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash Reconciliation (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 81.3 | $ 108.3 | $ 588.4 | |
Restricted cash | 5.5 | 4.5 | ||
Cash, cash equivalents and restricted cash | $ 86.8 | $ 112.8 | $ 588.4 | $ 9.2 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) operating_segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Impairment of long lived assets | $ 0 | $ 0 | $ 0 |
Number of operating segments | operating_segment | 1 | ||
Equity method investments | $ 0 | ||
Discretionary matching contributions | $ 2,200,000 | $ 1,300,000 | $ 900,000 |
Office equipment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, estimated useful life | 3 years | ||
Laboratory equipment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, estimated useful life | 5 years | ||
Customer Concentration Risk | Revenue | Collaborator One | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 88% | 68% | 37% |
Customer Concentration Risk | Revenue | Collaborator Two | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 32% | ||
Customer Concentration Risk | Revenue | Collaborator Three | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 31% | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Federal deposit insurance corporation premium expense | $ 250,000 |
Research Collaboration and Li_3
Research Collaboration and License Agreements - Additional Information (Details) | 1 Months Ended | 4 Months Ended | 12 Months Ended | 43 Months Ended | ||||||||
Sep. 30, 2021 USD ($) $ / shares shares | Jul. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / shares shares | Nov. 30, 2017 USD ($) Target | Dec. 31, 2015 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2018 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Jun. 30, 2019 USD ($) | |
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | $ 0 | $ 10,700,000 | $ 12,500,000 | $ 0 | $ 10,700,000 | |||||||
Gross proceeds | 259,900,000 | 431,900,000 | ||||||||||
Collaboration contract asset and other assets | 10,800,000 | 12,500,000 | 10,800,000 | |||||||||
Revenue adjustments arising from contract modifications | 700,000 | (800,000) | (400,000) | |||||||||
Accounts receivable | $ 1,000,000 | 1,000,000 | $ 15,000,000 | $ 1,000,000 | 1,000,000 | |||||||
Common Shares | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Issuances of common stock, net (in shares) | shares | 6,571,428 | 3,500,000 | 6,600,000 | |||||||||
Share price, issued and sold (in usd per share) | $ / shares | $ 70 | $ 70 | ||||||||||
Pfizer, Inc. | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Payments received | $ 1,200,000 | $ 4,400,000 | $ 28,000,000 | |||||||||
Pfizer, Inc. | Collaboration Agreement | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | $ 650,000,000 | |||||||||||
Collaboration agreement direct and incremental costs incurred | 12,900,000 | |||||||||||
Collaboration contract asset and other assets | 12,900,000 | 12,900,000 | ||||||||||
Pfizer, Inc. | Stock Purchase Agreement | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | 650,000,000 | |||||||||||
Fair value of the shares sold | $ 85,400,000 | |||||||||||
Pfizer, Inc. | Stock Purchase Agreement | Common Shares | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Issuances of common stock, net (in shares) | shares | 3,457,815 | |||||||||||
Share price, issued and sold (in usd per share) | $ / shares | $ 101.22 | |||||||||||
Gross proceeds | $ 350,000,000 | |||||||||||
Financial advisor fees | $ 4,600,000 | |||||||||||
Pfizer, Inc. | Development Milestone Payments | Maximum | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | 225,000,000 | 225,000,000 | ||||||||||
Pfizer, Inc. | Sales-based Milestone Payments | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | 1,000,000,000 | 1,000,000,000 | ||||||||||
Payments received | 0 | |||||||||||
Pfizer, Inc. | Sales-based Milestone Payments | Maximum | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | 550,000,000 | 550,000,000 | ||||||||||
Pfizer, Inc. | Option Payments | Maximum | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | 37,500,000 | 37,500,000 | ||||||||||
Pfizer, Inc. | Additional Target and Services | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Accounts receivable | 1,000,000 | 3,500,000 | 1,000,000 | |||||||||
Pfizer, Inc. | Regulatory Milestone Payments | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | 400,000,000 | 400,000,000 | ||||||||||
Pfizer, Inc. | Regulatory Milestone Payments | Maximum | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | 1,400,000,000 | 1,400,000,000 | ||||||||||
Bayer A G | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | $ 17,500,000 | |||||||||||
Bayer A G | Stock Purchase Agreement | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Fair value of the shares sold | 2,900,000 | |||||||||||
Additional consideration received | 2,900,000 | |||||||||||
Bayer A G | Research Funding Payments | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | $ 3,000,000 | 3,000,000 | $ 3,000,000 | $ 3,000,000 | 3,000,000 | |||||||
Payments received | 10,500,000 | |||||||||||
Bayer A G | Research Funding Payments | Scenario Forecast | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | $ 12,000,000 | |||||||||||
Bayer A G | Development Milestone Payments | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Payments received | 0 | |||||||||||
Bayer A G | Development Milestone Payments | Maximum | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | 197,500,000 | |||||||||||
Bayer A G | Sales-based Milestone Payments | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Payments received | 0 | |||||||||||
Bayer A G | Sales-based Milestone Payments | Maximum | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | $ 490,000,000 | |||||||||||
Genentech, Inc. and F. Hoffman-La Roche Ltd. | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Payments received | $ 34,500,000 | $ 11,000,000 | ||||||||||
Number of designated targets | Target | 10 | |||||||||||
Genentech, Inc. and F. Hoffman-La Roche Ltd. | Development Milestone Payments | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Payments received | 0 | |||||||||||
Genentech, Inc. and F. Hoffman-La Roche Ltd. | Development Milestone Payments | Maximum | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | 44,000,000 | 44,000,000 | ||||||||||
Genentech, Inc. and F. Hoffman-La Roche Ltd. | Option Payments | Maximum | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | 27,500,000 | 27,500,000 | ||||||||||
Genentech, Inc. and F. Hoffman-La Roche Ltd. | Regulatory Milestone Payments | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | 52,500,000 | 52,500,000 | ||||||||||
Payments received | 0 | |||||||||||
Genentech, Inc. and F. Hoffman-La Roche Ltd. | Commercial Milestones | ||||||||||||
Research Collaboration And License Agreements [Line Items] | ||||||||||||
Contract revenue receivable if milestones achieved | 60,000,000 | $ 60,000,000 | ||||||||||
Payments received | $ 0 |
Research Collaboration and Li_4
Research Collaboration and License Agreements - Summary of Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts receivable | |||
Beginning balance | $ 15 | $ 1 | |
Additions | 6.4 | 19.9 | |
Payments received | (20.4) | (5.9) | |
Ending balance | 1 | 15 | $ 1 |
Accounts payable related to collaborations | |||
Beginning balance | 0 | 0 | |
Additions | 5 | 0 | |
Payments made | 0 | 0 | |
Ending balance | 5 | 0 | 0 |
Contract assets: Collaboration contract asset | |||
Beginning balance | 12.5 | 0 | |
Additions | 0 | 12.9 | |
Amortization | (1.8) | (0.4) | 0 |
Ending balance | 10.7 | 12.5 | 0 |
Contract liabilities: Deferred revenue | |||
Beginning balance | 740.5 | 45.1 | |
Additions to collaboration agreements | 4 | 742.1 | |
Revenue recognized from balances held at the beginning of the period | (120) | (18.6) | |
Revenue recognized from balances not held at the beginning of the period | (0.8) | (28.1) | |
Ending balance | $ 623.7 | $ 740.5 | $ 45.1 |
Research Collaboration and Li_5
Research Collaboration and License Agreements - Transaction Price Allocated to Performance Obligations (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 623.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 218.6 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 193.9 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 90.2 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 55.3 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 34.7 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 31 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Marketable Securities and Fai_3
Marketable Securities and Fair Value Measurements (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Fair Value, Nonrecurring | Pfizer, Inc. | Stock Purchase Agreement | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Non-recurring fair value measurements | $ 264.6 | ||
Level 2 | Fair Value, Recurring | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | $ 1,143.2 | $ 1,398.9 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | (19.2) | (4.6) | |
Fair Value | 1,124 | 1,394.3 | |
Level 2 | Fair Value, Recurring | Corporate Bonds Maturing 2023 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 802.7 | ||
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (9.3) | ||
Fair Value | 793.4 | ||
Level 2 | Fair Value, Recurring | Corporate Bonds Maturing 2024-2025 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 205.3 | ||
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (9.2) | ||
Fair Value | 196.1 | ||
Level 2 | Fair Value, Recurring | Government Securities Maturing 2023 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 61.9 | ||
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (0.4) | ||
Fair Value | 61.5 | ||
Level 2 | Fair Value, Recurring | Government Securities Maturing 2024 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 73.3 | ||
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (0.3) | ||
Fair Value | $ 73 | ||
Level 2 | Fair Value, Recurring | Corporate Bonds Maturing 2022 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 784 | ||
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (0.7) | ||
Fair Value | 783.3 | ||
Level 2 | Fair Value, Recurring | Corporate Bonds Maturing 2023 -2024 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 582.5 | ||
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (3.8) | ||
Fair Value | 578.7 | ||
Level 2 | Fair Value, Recurring | Government Securities Maturing 2022 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Amortized Cost | 32.4 | ||
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (0.1) | ||
Fair Value | $ 32.3 |
Property, Equipment and Lease_3
Property, Equipment and Leasehold Improvements - Schedule of Property, Equipment and Leasehold Improvements (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | $ 30 | $ 23.4 |
Less: accumulated depreciation and amortization | (16.6) | (10.7) |
Property, equipment and leasehold improvements, net | 13.4 | 12.7 |
Laboratory equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 17.1 | 13.6 |
Office equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 2 | 1.4 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | $ 10.9 | $ 8.4 |
Property, Equipment and Lease_4
Property, Equipment and Leasehold Improvements - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 6.3 | $ 4.8 | $ 3.2 |
Right of Use Assets and Liabi_3
Right of Use Assets and Liabilities - Additional Information (Details) ft² in Thousands, $ in Millions | 1 Months Ended | |
May 31, 2021 USD ($) ft² | Dec. 31, 2022 USD ($) | |
Lessee Lease Description [Line Items] | ||
Lease for laboratory and office space (in square feet) | ft² | 160 | |
Base rent period | 10 years | |
Operating lease, weighted average remaining lease term (in years) | 2 years 3 months 18 days | |
Asset Pledged as Collateral | Letter of Credit | ||
Lessee Lease Description [Line Items] | ||
Debt securities | $ 4.5 | $ 5.5 |
Minimum | ||
Lessee Lease Description [Line Items] | ||
Percentage of incremental borrowing for lease payments | 3% | |
Base rent | 7.7 | |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Percentage of incremental borrowing for lease payments | 4.10% | |
Base rent | $ 8.8 |
Right of Use Assets and Liabi_4
Right of Use Assets and Liabilities - Components of Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 2.1 | $ 1.4 | $ 1 |
Right of Use Assets and Liabi_5
Right of Use Assets and Liabilities - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 1.9 | $ 1.2 | $ 0.9 |
Supplemental non-cash information: | |||
Right-of-use assets obtained in exchange for new lease obligations | $ 2.4 | $ 3.2 | $ 0.6 |
Right of Use Assets and Liabi_6
Right of Use Assets and Liabilities - Schedule of Maturities of Lease Liabilities (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 2 |
2024 | 2.2 |
2025 | 0.5 |
2026 | 0 |
Total lease payments | 4.7 |
Less: imputed interest | (0.2) |
Total | $ 4.5 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Components of Accrued Expenses (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 5.7 | $ 31.3 |
Accrued liabilities | ||
Research and development expenses | 35.9 | 9.5 |
Employee expenses | 18.7 | 12.4 |
Income taxes | 10.3 | 0 |
Professional fees and other | 4.1 | 1.2 |
Accounts payable and accrued liabilities | $ 74.7 | $ 54.4 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Apr. 30, 2021 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||||||
Percentage of maximum funding on total project costs | 50% | ||||||
Loan forgiveness | $ 0 | $ 1 | $ 0 | ||||
Interest expense | $ 0 | $ 0 | $ 0.1 | ||||
2018 Assistance Agreement | State of Connecticut | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | $ 2 | ||||||
Debt instrument, interest rate per annum | 3.25% | ||||||
Debt instrument interest payments term | 60 months | ||||||
Debt instrument amortization period (month) | 120 months | ||||||
Loan forgiveness | $ 1 | ||||||
Percentage of liquidated damages | 7.50% | ||||||
2018 Assistance Agreement | State of Connecticut | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | $ 2 | ||||||
2014 Assistance Agreement | State of Connecticut | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | $ 2.5 | ||||||
Percentage of liquidated damages | 7.50% |
Long-Term Debt - Schedule of An
Long-Term Debt - Schedule of Anticipated Future Minimum Payments on Long-Term Debt Excluding Discount on Debt (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 0 |
2024 | 0.2 |
2025 | 0.2 |
2026 | 0.2 |
2027 | 0.2 |
Thereafter | 0.2 |
Total | $ 1 |
Equity - Additional Information
Equity - Additional Information (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||||||||
Jan. 01, 2020 | Sep. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Mar. 31, 2018 shares | Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 shares | Aug. 31, 2021 USD ($) | Oct. 31, 2019 USD ($) | Sep. 30, 2018 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common stock, shares authorized (in shares) | shares | 200,000,000 | 200,000,000 | |||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Number of votes per common stock share held | vote | 1 | ||||||||||
Gross proceeds | $ 259.9 | $ 431.9 | |||||||||
Fees and expenses | $ 0 | 4.6 | 27.7 | ||||||||
Compensation expense, total | 75.5 | $ 57.1 | $ 30.2 | ||||||||
Compensation expense not yet recognized | $ 67.3 | ||||||||||
Weighted average grant date fair value of options granted (in usd per share) | $ / shares | $ 39.17 | $ 52.85 | $ 27.45 | ||||||||
Intrinsic value of options exercised | $ 7.9 | $ 46.9 | $ 19.4 | ||||||||
ESPP | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common stock reserved for issuance (in shares) | shares | 311,850 | ||||||||||
Common stock reserved for issuance on outstanding common stock (percentage) | 1% | ||||||||||
Common stock, shares remained available for purchase and issuance | shares | 1,986,565 | ||||||||||
Common stock, shares issued | shares | 24,898 | 19,357 | 11,046 | ||||||||
2018 Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common stock reserved for issuance (in shares) | shares | 4,067,007 | ||||||||||
Common stock, shares remained available for purchase and issuance | shares | 2,048,284 | ||||||||||
Annual increase in reserved shares of outstanding common stock (percentage) | 4% | ||||||||||
Compensation expense not yet recognized, period of recognition (in years) | 1 year 7 months 6 days | ||||||||||
Compensation expense for options not yet recognized | $ 53.8 | ||||||||||
Stock options vested and expected to vest (in shares) | shares | 6,540,844 | ||||||||||
Restricted stock units expected to vest (in shares) | shares | 414,450 | ||||||||||
2018 Plan | Restricted stock units | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Compensation expense not yet recognized | $ 13.5 | ||||||||||
Compensation expense not yet recognized, period of recognition (in years) | 2 years 1 month 6 days | ||||||||||
2018 Plan | ESPP | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Compensation expense, total | $ 0.7 | $ 0.3 | $ 0.3 | ||||||||
Incentive Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Incentive units authorized for issuance (in shares) | shares | 6,199,477 | ||||||||||
Minimum | 2018 Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Annual increase in reserved shares of common stock | shares | 4,989,593 | ||||||||||
Minimum | Incentive Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Share-based award, vesting period (years) | 1 year | ||||||||||
Maximum | 2018 Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common stock reserved for issuance (in shares) | shares | 1,277,181 | ||||||||||
Maximum | Incentive Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Share-based award, vesting period (years) | 4 years | ||||||||||
Weighted Average | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Compensation expense not yet recognized, period of recognition (in years) | 1 year 8 months 12 days | ||||||||||
At The Market Offering | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Gross proceeds | 64.1 | ||||||||||
Fees and expenses | $ 0 | $ 0 | $ 1.6 | ||||||||
Equity Distribution Agreement | Piper Sandler | At The Market Offering | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Shares, issued and sold | shares | 2,593,637 | ||||||||||
Common stock aggregate offering price | $ 100 | ||||||||||
Proceeds from sale of common stock | $ 64.1 | ||||||||||
Fees and expenses | $ 1.6 | ||||||||||
Common Shares | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Shares, issued and sold | shares | 6,571,428 | 3,500,000 | 6,600,000 | ||||||||
Share price, issued and sold (in usd per share) | $ / shares | $ 70 | $ 70 | |||||||||
Gross proceeds from sale of shares in Initial public offering before fees and expenses | $ 460 | ||||||||||
Fees and expenses | $ 28.1 | ||||||||||
Common Shares | At The Market Offering | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Shares, issued and sold | shares | 2,500,000 | ||||||||||
Common Shares | Stock Purchase Agreement | Pfizer, Inc. | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Shares, issued and sold | shares | 3,457,815 | ||||||||||
Share price, issued and sold (in usd per share) | $ / shares | $ 101.22 | ||||||||||
Gross proceeds | $ 350 | ||||||||||
Financial advisor fees | $ 4.6 | ||||||||||
Common Shares | Equity Distribution Agreement | Piper Sandler | At The Market Offering | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Shares, issued and sold | shares | 0 | 0 | |||||||||
Common stock aggregate offering price | $ 300 |
Equity - Schedule of Assumption
Equity - Schedule of Assumptions Used to Determine Fair Value of and Stock Options Granted (Details) - Stock options - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility, minimum (percentage) | 73% | 74% | 70% |
Expected volatility, maximum (percentage) | 76% | 78% | 75% |
Risk free interest rate, minimum (percentage) | 1.50% | 0.50% | 0.30% |
Risk free interest rate, maximum (percentage) | 4.20% | 1.30% | 1.60% |
Expected dividend yield (percentage) | 0% | 0% | 0% |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 5 years 6 months | 5 years 3 months 18 days | 5 years 3 months 18 days |
Exercise price (in usd per share) | $ 36.79 | $ 66.82 | $ 22.70 |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (years) | 7 years | 7 years | 7 years |
Exercise price (in usd per share) | $ 78.91 | $ 100.40 | $ 50 |
Equity - Summary of Stock Optio
Equity - Summary of Stock Option Activity (Details) - 2018 Plan - Employees, Directors and Consultants - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Options | ||
Options, outstanding, beginning balance (in shares) | 6,814,634 | 5,343,254 |
Options, granted (in shares) | 1,889,501 | |
Options, exercised (in shares) | (184,160) | |
Options, forfeited (in shares) | (233,961) | |
Options, outstanding, ending balance (in shares) | 6,814,634 | 5,343,254 |
Options, exercisable (in shares) | 3,601,334 | |
Weighted Average Exercise Price | ||
Weighted average exercise price, outstanding, beginning balance (in usd per share) | $ 44.98 | |
Weighted average exercise price, granted (in usd per share) | 59.23 | |
Weighted average exercise price, exercised (in usd per share) | 19.49 | |
Weighted average exercise price, forfeited (in usd per share) | 61.29 | |
Weighted average exercise price, outstanding, ending balance (in usd per share) | 49.06 | $ 44.98 |
Weighted average exercise price, exercisable (in usd per share) | $ 37.22 | |
Weighted average remaining contractual term (years), outstanding | 7 years 8 months 12 days | |
Weighted average remaining contractual term (years), exercisable | 6 years 9 months 18 days | |
Aggregate intrinsic value, outstanding | $ 34.5 | |
Aggregate intrinsic value, exercisable | $ 33 |
Equity - Summary of Restricted
Equity - Summary of Restricted Stock Grant Activity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Incentive Plan | Restricted stock awards | Employees, Directors and Consultants | |
Shares | |
Beginning balance (in shares) | shares | 30,625 |
Vested (in shares) | shares | (29,305) |
Forfeited (in shares) | shares | (1,320) |
Ending balance (in shares) | shares | 0 |
Weighted Average Grant Date Fair Value Per Share | |
Beginning balance (in usd per share) | $ / shares | $ 16 |
Vested (in usd per share) | $ / shares | 16 |
Forfeited (in usd per share) | $ / shares | 16 |
Ending balance (in usd per share) | $ / shares | $ 16 |
2018 Plan | Restricted stock units | Employees | |
Shares | |
Beginning balance (in shares) | shares | 88,307 |
Granted (in shares) | shares | 460,763 |
Exercised (in shares) | shares | (42,500) |
Forfeited (in shares) | shares | (17,354) |
Ending balance (in shares) | shares | 489,216 |
Weighted Average Grant Date Fair Value Per Share | |
Beginning balance (in usd per share) | $ / shares | $ 20.02 |
Granted (in dollars per share) | $ / shares | 54.59 |
Exercised (in usd per share) | $ / shares | 20.04 |
Forfeited (in usd per share) | $ / shares | 53.91 |
Ending balance (in usd per share) | $ / shares | $ 51.37 |
Equity Method Investments - Add
Equity Method Investments - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2019 | |
Schedule Of Equity Method Investments [Line Items] | |||||
Revenue recognized | $ (120,000,000) | $ (18,600,000) | |||
Loss from equity method investment | (10,600,000) | (6,900,000) | $ (4,100,000) | ||
Equity method investments | 0 | ||||
Deferred revenue | 623,700,000 | 740,500,000 | 45,100,000 | ||
Operating expenses | 394,600,000 | 242,000,000 | 146,700,000 | ||
Oerth | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Operating expenses | 22,900,000 | 14,300,000 | 8,300,000 | ||
Net loss | 22,900,000 | $ 14,300,000 | $ 8,300,000 | ||
Oerth | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Equity interest | 49,400,000 | ||||
Future grant of incentive units to service providers, percentage | 15% | ||||
Revenue recognized | $ 24,700,000 | ||||
Loss from equity method investment | (24,700,000) | ||||
Equity method investments | $ 0 | ||||
Deferred revenue | $ 24,700,000 | ||||
Bayer LP | Oerth | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Equity interest | $ 56,000,000 | ||||
Ownership interest, percentage | 46.50% | 48.40% | 49.40% | 50% |
Equity Method Investments - Sch
Equity Method Investments - Schedule of Correction of Immaterial Error for the Period (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | $ 131.4 | $ 53.6 | $ 25.9 |
Loss from operations | (263.2) | (188.4) | (120.8) |
Loss from equity method investment | (10.6) | (6.9) | (4.1) |
Net loss | $ (282.5) | $ (191) | $ (119.3) |
Net loss per common share - basic (in usd per share) | $ (5.31) | $ (3.82) | $ (3.02) |
Net loss per common share - diluted (in usd per share) | $ (5.31) | $ (3.82) | $ (3.02) |
Comprehensive loss | $ (297) | $ (196.2) | $ (118.8) |
as previously reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 46.7 | 21.8 | |
Loss from operations | (195.3) | (124.9) | |
Loss from equity method investment | 0 | 0 | |
Net loss | $ (191) | $ (119.3) | |
Net loss per common share - basic (in usd per share) | $ (3.82) | $ (3.02) | |
Net loss per common share - diluted (in usd per share) | $ (3.82) | $ (3.02) | |
Comprehensive loss | $ (196.2) | $ (118.8) | |
adjustments | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Revenue | 6.9 | 4.1 | |
Loss from operations | 6.9 | 4.1 | |
Loss from equity method investment | (6.9) | (4.1) | |
Net loss | $ 0 | $ 0 | |
Net loss per common share - basic (in usd per share) | $ 0 | $ 0 | |
Net loss per common share - diluted (in usd per share) | $ 0 | $ 0 | |
Comprehensive loss | $ 0 | $ 0 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 8,200,000 | $ 0 | $ 0 |
State and local | 12,700,000 | 0 | 0 |
Total current | 20,900,000 | 0 | 0 |
Deferred: | |||
Federal | 0 | 0 | 0 |
State and local | 0 | 0 | 0 |
Total deferred | 0 | 0 | 0 |
Income tax expense | $ 20,900,000 | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | ||||
Income tax expense | $ 20,900,000 | $ 0 | $ 0 | |
Unrecognized tax benefits | 4,100,000 | $ 0 | $ 0 | $ 0 |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 | |||
Effective income tax rate reconciliation, tax credit, research and development, percentage | (3.40%) | (2.70%) | (4.10%) | |
Effective income tax rate reconciliation, tax credit, research and development | $ 0 | $ 1,600,000 | $ 1,800,000 | |
Federal | ||||
Income Tax Disclosure [Line Items] | ||||
Federal net operating loss carryforwards | $ 0 | 373,600,000 | ||
Operating losses carry forward, maximum deductibility percentage | 80% | |||
Federal tax credit carryforwards | $ 0 | 15,200,000 | ||
State | ||||
Income Tax Disclosure [Line Items] | ||||
Federal net operating loss carryforwards | 63,400,000 | 346,900,000 | ||
Federal tax credit carryforwards | 13,100,000 | 4,500,000 | ||
Unrecognized tax benefits | 3,200,000 | |||
Research and Development Tax Credits | ||||
Income Tax Disclosure [Line Items] | ||||
(Decrease) Increase in valuation allowance | $ 104,000,000 | $ 74,600,000 | ||
Effective income tax rate reconciliation, tax credit, research and development, percentage | 65% | 65% | 65% | |
Receivables relating to research and development credits | $ 1,900,000 | $ 3,400,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
Return to provision | 3.60% | 1.10% | 0% |
Federal research tax credit | 3.40% | 2.70% | 4.10% |
Other | (0.10%) | 0% | 0% |
Uncertain tax positions | (1.20%) | 0% | 0% |
Stock compensation | (1.40%) | (2.70%) | (1.70%) |
State taxes | (1.60%) | 16.30% | (0.10%) |
Change in valuation allowance | (31.70%) | (38.40%) | (23.30%) |
Reconciliation of effective income tax rate | (8.00%) | 0% | (0.00%) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets: | ||
Deferred revenue | $ 143 | $ 10 |
Capitalized research and development | 56.3 | 0 |
Stock compensation | 25.9 | 15.4 |
Tax credits | 10.4 | 18.8 |
Loss carryforwards | 3.8 | 97 |
Other | 7.7 | 3.3 |
Total deferred income tax assets | 247.1 | 144.5 |
Deferred income tax liabilities: | ||
Property, equipment and leasehold improvements | (2.6) | (3.6) |
Other | (1) | (1.4) |
Total deferred income tax liabilities | (3.6) | (5) |
Less valuation allowance | (243.5) | (139.5) |
Net deferred income tax liability | $ 0 | $ 0 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning of period balance - gross | $ 0 | $ 0 | $ 0 |
Increases for tax positions taken during the current period | 4.1 | 0 | 0 |
Decreases for tax positions taken during a prior period | 0 | 0 | 0 |
End of period balance - gross | $ 4.1 | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jun. 04, 2022 | Jul. 31, 2013 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments And Contingencies [Line Items] | |||||
Loss contingency | $ 7 | ||||
Yale University | |||||
Commitments And Contingencies [Line Items] | |||||
Royalty payment | $ 0.1 | $ 0.1 | $ 0.2 | ||
Yale University | License, First Licensed Product | Success-Based Milestone Payments | |||||
Commitments And Contingencies [Line Items] | |||||
Required milestone payments | $ 3 | ||||
Yale University | License, Second Licensed Product | Success-Based Milestone Payments | |||||
Commitments And Contingencies [Line Items] | |||||
Required milestone payments | 1.5 | ||||
Minimum | Yale University | |||||
Commitments And Contingencies [Line Items] | |||||
Annual payment for license | 0.1 | ||||
Royalty payment | 0.2 | ||||
Maximum | Yale University | |||||
Commitments And Contingencies [Line Items] | |||||
Royalty payment | $ 0.5 | ||||
Maximum | Foundation Medicine, Inc. | Success-Based Milestone Payments | |||||
Commitments And Contingencies [Line Items] | |||||
Milestone payments (up to low) | $ 10 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (282.5) | $ (191) | $ (119.3) |
Weighted average common shares outstanding - basic (in shares) | 53.2 | 50 | 39.5 |
Weighted average common shares outstanding - diluted (in shares) | 53.2 | 50 | 39.5 |
Net loss per common share - basic (in usd per share) | $ (5.31) | $ (3.82) | $ (3.02) |
Net loss per common share - diluted (in usd per share) | $ (5.31) | $ (3.82) | $ (3.02) |
Net Loss Per Share - Securities
Net Loss Per Share - Securities Excluded from the Computations of Diluted Net Loss Per Share (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computations of diluted net loss per share (in shares) | 7.3 | 5.4 | 4.6 |
Stock options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computations of diluted net loss per share (in shares) | 6.8 | 5.3 | 4.3 |
Restricted stock awards | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computations of diluted net loss per share (in shares) | 0 | 0 | 0.2 |
Restricted stock units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computations of diluted net loss per share (in shares) | 0.5 | 0.1 | 0.1 |