Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Trading Symbol | GRTS | |
Entity Registrant Name | Gritstone bio, Inc. | |
Entity Central Index Key | 0001656634 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 67,987,825 | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38663 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-4859534 | |
Entity Address, Address Line One | 5959 Horton Street | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Emeryville | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94608 | |
City Area Code | 510 | |
Local Phone Number | 871-6100 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 131,423 | $ 170,056 |
Marketable securities | 68,255 | 1,002 |
Restricted cash, current | 10,995 | |
Prepaid expenses and other current assets | 7,728 | 4,332 |
Total current assets | 218,401 | 175,390 |
Restricted cash | 5,687 | 992 |
Property and equipment, net | 21,337 | 22,105 |
Operating lease right-of-use assets | 23,793 | 21,344 |
Deposits and other long-term assets | 2,064 | 1,736 |
Total assets | 271,282 | 221,567 |
Current liabilities: | ||
Accounts payable | 3,393 | 9,578 |
Accrued compensation | 6,115 | 6,331 |
Accrued liabilities | 3,022 | 677 |
Accrued research and development expenses | 2,540 | 1,053 |
Lease liabilities, current portion | 7,458 | 5,874 |
Deferred revenue, current portion | 13,786 | 3,475 |
Total current liabilities | 36,314 | 26,988 |
Other non-current liabilities | 395 | 395 |
Lease liabilities, net of current portion | 19,844 | 19,225 |
Deferred revenue, net of current portion | 6,774 | 8,220 |
Total liabilities | 63,327 | 54,828 |
Commitments and contingencies (Notes 6 and 8) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.0001 par value; 300,000,000 shares authorized at September 30, 2021 and December 31, 2020; 64,251,581 and 47,552,693 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 20 | 18 |
Additional paid-in capital | 579,543 | 493,023 |
Accumulated other comprehensive gain | 7 | |
Accumulated deficit | (371,615) | (326,302) |
Total stockholders’ equity | 207,955 | 166,739 |
Total liabilities and stockholders’ equity | $ 271,282 | $ 221,567 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 64,251,581 | 47,552,693 |
Common stock, shares outstanding | 64,251,581 | 47,552,693 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total revenues | $ 2,614 | $ 939 | $ 45,150 | $ 2,688 |
Operating expenses: | ||||
Research and development | 24,396 | 22,050 | 71,324 | 65,807 |
General and administrative | 6,373 | 5,031 | 19,251 | 15,751 |
Total operating expenses | 30,769 | 27,081 | 90,575 | 81,558 |
Loss from operations | (28,155) | (26,142) | (45,425) | (78,870) |
Interest income, net | 37 | 69 | 112 | 723 |
Net loss | (28,118) | (26,073) | (45,313) | (78,147) |
Other comprehensive loss: | ||||
Unrealized gain (loss) on marketable securities | (7) | (45) | 7 | (19) |
Net and comprehensive loss | $ (28,125) | $ (26,118) | $ (45,306) | $ (78,166) |
Net loss per share, basic and diluted | $ (0.36) | $ (0.69) | $ (0.59) | $ (2.10) |
Weighted-average number of shares used in computing net loss per share, basic and diluted | 77,775,497 | 37,750,145 | 76,837,503 | 37,268,318 |
Collaboration and license revenues [Member] | ||||
Total revenues | $ 2,401 | $ 795 | $ 44,937 | $ 2,544 |
Grant Revenues [Member] | ||||
Total revenues | $ 213 | $ 144 | $ 213 | $ 144 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | ATM Equity Offering Program [Member] | Private Investment In Public Equity [Member] | Common Stock [Member] | Common Stock [Member]ATM Equity Offering Program [Member] | Common Stock [Member]Private Investment In Public Equity [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]ATM Equity Offering Program [Member] | Additional Paid-In Capital [Member]Private Investment In Public Equity [Member] | Accumulated Other Comprehensive Gain (Loss) [Member] | Accumulated Deficit [Member] | Warrant [Member] |
Balance at Dec. 31, 2019 | $ 134,344 | $ 17 | $ 355,291 | $ 24 | $ (220,988) | |||||||
Balance, shares at Dec. 31, 2019 | 36,332,956 | |||||||||||
Issuance of common stock, net of issuance costs | $ 9,670 | $ 9,670 | ||||||||||
Issuance of common stock, net of issuance costs, shares | 1,160,963 | |||||||||||
Issuance of common stock under employee stock purchase plan (“ESPP”) | 527 | 527 | ||||||||||
Issuance of common stock under employee stock purchase plan (“ESPP”), shares | 96,234 | |||||||||||
Unrealized gain (loss) on marketable securities | (19) | (19) | ||||||||||
Lapse of repurchase rights related to common stock issued pursuant to early exercises | 11 | 11 | ||||||||||
Lapse of repurchase rights related to common stock issued pursuant to early exercises, shares | 30,874 | |||||||||||
Issuance of common stock upon exercise of stock options | 183 | 183 | ||||||||||
Issuance of common stock upon exercise of stock options, shares | 142,239 | |||||||||||
Stock-based compensation | 5,415 | 5,415 | ||||||||||
Net loss | (78,147) | (78,147) | ||||||||||
Balance at Sep. 30, 2020 | 71,984 | $ 17 | 371,097 | 5 | (299,135) | |||||||
Balance, shares at Sep. 30, 2020 | 37,763,266 | |||||||||||
Balance at Dec. 31, 2019 | 134,344 | $ 17 | 355,291 | 24 | (220,988) | |||||||
Balance, shares at Dec. 31, 2019 | 36,332,956 | |||||||||||
Issuance of common stock, net of issuance costs, shares | 1,160,193 | |||||||||||
Balance at Dec. 31, 2020 | 166,739 | $ 18 | 493,023 | (326,302) | ||||||||
Balance, shares at Dec. 31, 2020 | 47,552,693 | |||||||||||
Balance at Jun. 30, 2020 | 96,228 | $ 17 | 369,223 | 50 | (273,062) | |||||||
Balance, shares at Jun. 30, 2020 | 37,713,218 | |||||||||||
Unrealized gain (loss) on marketable securities | (45) | (45) | ||||||||||
Issuance of common stock upon exercise of stock options | 37 | 37 | ||||||||||
Issuance of common stock upon exercise of stock options, shares | 50,048 | |||||||||||
Stock-based compensation | 1,837 | 1,837 | ||||||||||
Net loss | (26,073) | (26,073) | ||||||||||
Balance at Sep. 30, 2020 | 71,984 | $ 17 | 371,097 | 5 | (299,135) | |||||||
Balance, shares at Sep. 30, 2020 | 37,763,266 | |||||||||||
Balance at Dec. 31, 2020 | 166,739 | $ 18 | 493,023 | (326,302) | ||||||||
Balance, shares at Dec. 31, 2020 | 47,552,693 | |||||||||||
Offering costs related to the sale of common stock and pre-funded warrants | (451) | (451) | ||||||||||
Issuance of common stock under Sales Purchase Agreement, net of issuance costs | 20,830 | 20,830 | ||||||||||
Issuance of common stock under Sales Purchase Agreement, net of issuance costs, shares | 1,169,591 | |||||||||||
Issuance of common stock, net of issuance costs | $ 2,231 | $ 52,732 | $ 1 | 2,231 | $ 52,731 | |||||||
Issuance of common stock, net of issuance costs, shares | 225,165 | 225,165 | 5,000,000 | |||||||||
Issuance of common stock for warrant exercises, Value | 40 | $ 1 | 39 | |||||||||
Issuance of common stock for warrant exercises, Share | 9,555,876 | 9,555,876 | ||||||||||
Issuance of common stock under employee stock purchase plan (“ESPP”) | 279 | 279 | ||||||||||
Issuance of common stock under employee stock purchase plan (“ESPP”), shares | 109,564 | |||||||||||
Unrealized gain (loss) on marketable securities | 7 | 7 | ||||||||||
Issuance of common stock upon exercise of stock options | $ 3,108 | 3,108 | ||||||||||
Issuance of common stock upon exercise of stock options, shares | 638,692 | 638,692 | ||||||||||
Stock-based compensation | $ 7,753 | 7,753 | ||||||||||
Net loss | (45,313) | (45,313) | ||||||||||
Balance at Sep. 30, 2021 | 207,955 | $ 20 | 579,543 | 7 | (371,615) | |||||||
Balance, shares at Sep. 30, 2021 | 64,251,581 | |||||||||||
Balance at Jun. 30, 2021 | 178,825 | $ 18 | 522,290 | 14 | (343,497) | |||||||
Balance, shares at Jun. 30, 2021 | 49,433,361 | |||||||||||
Issuance of common stock, net of issuance costs | $ 602 | $ 52,732 | $ 1 | $ 602 | $ 52,731 | |||||||
Issuance of common stock, net of issuance costs, shares | 55,062 | 5,000,000 | ||||||||||
Issuance of common stock for warrant exercises, Value | 40 | $ 1 | 39 | |||||||||
Issuance of common stock for warrant exercises, Share | 9,555,876 | 9,555,876 | ||||||||||
Unrealized gain (loss) on marketable securities | (7) | (7) | ||||||||||
Issuance of common stock upon exercise of stock options | 1,062 | 1,062 | ||||||||||
Issuance of common stock upon exercise of stock options, shares | 207,282 | |||||||||||
Stock-based compensation | 2,819 | 2,819 | ||||||||||
Net loss | (28,118) | (28,118) | ||||||||||
Balance at Sep. 30, 2021 | $ 207,955 | $ 20 | $ 579,543 | $ 7 | $ (371,615) | |||||||
Balance, shares at Sep. 30, 2021 | 64,251,581 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - Common Stock [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Payment for issuance cost under Sales Purchase Agreement | $ 339 | ||
ATM Equity Offering Program [Member] | |||
Payment for issuance cost | $ 49 | 80 | $ 104 |
Private Investment In Public Equity [Member] | |||
Payment for issuance cost | $ 2,269 | $ 2,269 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Operating activities | |||||
Net loss | $ (28,118) | $ (26,073) | $ (45,313) | $ (78,147) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 1,600 | 1,700 | 4,782 | 4,951 | |
Net amortization of premiums and discounts on marketable securities | 549 | (123) | |||
Stock-based compensation | 7,753 | 5,415 | |||
Non-cash operating lease expense | 1,922 | 1,906 | 5,743 | 5,621 | |
Changes in operating assets and liabilities: | |||||
Prepaid expenses and other current assets | (3,484) | 853 | |||
Deposits and other long-term assets | (327) | 29 | |||
Accounts payable | (942) | (200) | |||
Accrued compensation | (216) | 311 | |||
Accrued and other non-current liabilities | 106 | 1,041 | |||
Accrued research and development expenses | 1,487 | 778 | |||
Lease liability | (5,902) | (2,512) | |||
Deferred revenue | 8,865 | (1,902) | |||
Net cash used in operating activities | (26,899) | (63,885) | |||
Investing activities | |||||
Purchase of marketable securities | (133,409) | (8,809) | |||
Maturities of marketable securities | 59,390 | 60,982 | |||
Sales of marketable securities | 6,225 | 5,401 | |||
Purchase of property and equipment | (4,133) | (3,243) | |||
Net cash provided by (used in) investing activities | (71,927) | 54,331 | |||
Financing activities | |||||
Payments of deferred financing costs | (6,026) | (104) | |||
Net cash provided by financing activities | 75,883 | 10,369 | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | (22,943) | 815 | |||
Cash, cash equivalents and restricted cash at beginning of period | 171,048 | 58,400 | $ 58,400 | ||
Cash, cash equivalents and restricted cash at end of period | $ 148,105 | $ 59,215 | 148,105 | 59,215 | 171,048 |
Supplemental disclosures of non-cash investing and financing information | |||||
Property and equipment purchases accrued but not yet paid | 199 | 96 | |||
Deferred financing costs included in accrued liabilities and accounts payable | 2,313 | 0 | |||
Remeasurement of operating lease right-of-use asset for lease modification | 6,562 | 3,174 | |||
Public Offering [Member] | |||||
Financing activities | |||||
Proceeds from issuance of common stock | 21,170 | ||||
PIPE Financing [Member] | |||||
Financing activities | |||||
Proceeds from issuance of common stock | 55,000 | ||||
Stock Options, Warrants and Other [Member] | |||||
Financing activities | |||||
Proceeds from issuance of common stock | 3,148 | 175 | |||
ATM Equity Offering Program [Member] | |||||
Financing activities | |||||
Proceeds from issuance of common stock | 2,312 | 9,770 | $ 9,800 | ||
ESPP [Member] | |||||
Financing activities | |||||
Proceeds from issuance of common stock | $ 279 | $ 528 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization Description of Business Gritstone bio, Inc. (“Gritstone” or the “Company”) is a clinical-stage bio technology company developing next generation cancer and infectious disease immunotherapies. The Company was incorporated in the state of Delaware in August 2015, and is based in Emeryville, California and Cambridge, Massachusetts, with a manufacturing facility in Pleasanton, California. The Company operates in one segment. Liquidity The Company has incurred operating losses and has an accumulated deficit as a result of ongoing efforts to develop drug product candidates, including conducting preclinical and clinical trials and providing general and administrative support for these operations. The Company had net losses of $ 28.1 million and $ 45.3 million for the three and nine months ended September 30, 2021, respectively, and $ 26.1 million and $ 78.1 million for the three and nine months ended September 30, 2020, respectively. The Company used net cash of $ 26.9 million through its operating activities for the nine months ended September 30, 2021, and $ 63.9 million for the nine months ended September 30, 2020. The Company had an accumulated deficit of $ 371.6 million and $ 326.3 million as of September 30, 2021 and December 31, 2020, respectively. To date, none of the Company’s product candidates have been approved for sale and therefore the Company has not generated any revenue from sales of commercial products. Management expects operating losses to continue for the foreseeable future. The Company has funded its operations to date primarily through private placements of its convertible preferred stock, the sale of common stock in public offerings, under an “at the market offering” (the “ATM Offering Program”), the private placement of common stock and pre-funded warrants, and through proceeds received from its collaboration arrangements. As of September 30, 2021, the Company had cash, cash equivalents and marketable securities of $ 199.7 million , which the Company believes will be sufficient to fund its planned operations for a period of at least twelve months following the filing date of this Quarterly Report on Form 10-Q. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited and are comprised of the consolidation of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. The Company has no unconsolidated subsidiaries or investments accounted for under the equity method. The accompanying interim condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. The interim condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation for interim reporting. The results of operations for any interim period are not necessarily indicative of results of operations for any future period. Certain information and footnote disclosures typically included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2020, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 11, 2021 . Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to preclinical and clinical study trial accruals, fair value of assets and liabilities, the fair value of right-of-use assets (“ROU Assets”) and lease liabilities, fair value of pre-funded warrants, revenue recognition, and the fair value of stock-based compensation awards. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and marketable securities. Cash, cash equivalents and marketable securities are invested through banks and other financial institutions in the United States. Such deposits may be in excess of federally insured limits. The Company maintains cash equivalents and marketable securities with various high-credit-quality and capitalized financial institutions. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company’s investment policy limits investments to certain types of securities issued by the U.S. government, its agencies, and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents and marketable securities and issuers of marketable securities to the extent recorded on the condensed consolidated balance sheets. As of September 30, 2021, the Company has no off-balance sheet concentrations of credit risk. Other Risks and Uncertainties The Company is subject to a number of risks similar to those of other clinical-stage biotechnology companies, including dependence on key individuals; the need to develop commercially viable therapeutics; competition from other companies, many of which are larger and better capitalized; and the need to obtain adequate additional financing to fund the development of its products. The Company currently depends on third-party suppliers for key materials and services used in its research and development manufacturing process and is subject to certain risks related to the loss of these third-party suppliers or their inability to supply the Company with adequate materials and services. In March 2020, the World Health Organization declared the global novel coronavirus disease (“COVID-19”) outbreak a pandemic. To date, the Company’s business has not been materially impacted by the COVID-19 pandemic. However, the Company has experienced slowing of patient recruitment and sample collection in its ongoing clinical trials and cannot at this time predict the specific extent, duration, or full impact that the COVID-19 pandemic will have on its financial condition and operations, including ongoing and planned clinical trials. The impact of the COVID-19 pandemic on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related governmental advisories and restrictions. These developments and the impact of COVID-19 on the financial markets and the overall economy are highly uncertain. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results may be adversely affected. Cash, Cash Equivalents and Restricted Cash Cash equivalents, which consist primarily of highly liquid investments with original maturities of three (3) months or less when purchased, are stated at fair value. These assets include investments in money market funds that invest in U.S. Treasury obligations and certificates of deposit, which are stated at fair value. The Company has issued letters of credit under certain lease agreements that have been collateralized by cash deposits for an equal amount and are recorded within deposits and other long-term assets on the condensed consolidated balance sheets based on the term of the underlying lease. Additionally, the Company’s restricted cash includes payments received under the Coalition for Epidemic Preparedness Innovations (“CEPI”) Funding Agreement, dated as of August 14, 2021 (the “CEPI Funding Agreement”) (see Note 8). The Company will utilize the CEPI funds as it incurs expenses for services performed under the CEPI Funding Agreement. The following table provides a reconciliation of cash, cash equivalents and short term and long term restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands): September 30, December 31, 2021 2020 Cash and cash equivalents $ 131,423 $ 170,056 Restricted cash 16,682 992 Total cash, cash equivalents and restricted cash $ 148,105 $ 171,048 Leases The Company determines whether the arrangement is or contains a lease at the inception of the arrangement and if such a lease is classified as a financing lease or operating lease. All of the Company’s leases are classified as operating leases. Leases with a term greater than one year are included in operating lease ROU Assets, lease liabilities, current portion, and lease liabilities, net of current portion in the Company’s condensed consolidated balance sheets at September 30, 2021 and December 31, 2020. The Company has elected not to recognize on the condensed consolidated balance sheets leases with terms of one year or less. Lease liabilities and their corresponding ROU Assets are recorded based on the present value of lease payments over the expected lease term. In determining the net present value of lease payments, the interest rate implicit in lease contracts is typically not readily determinable. As such, the Company estimates the appropriate incremental borrowing rate, which is the rate that would be incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the ROU Assets may be required for items such as initial direct costs paid or incentives received and impairment charges if we determine the ROU Asset is impaired. The Company considers a lease term to be the non-cancelable period that it has the right to use the underlying asset, including any periods where it is reasonably assured the Company will exercise the option to extend the contract. Periods covered by an option to extend are included in the lease term if the lessor controls the exercise of that option. The Company recognizes lease expense on a straight-line basis over the expected lease term. The Company has elected not to separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. The lease components resulting in a ROU Asset have been recorded on the condensed consolidated balance sheets and amortized as lease expense on a straight-line basis over the lease term. Revenue Recognition The Company performs research and development under collaboration, license, grant, and clinical development agreements. The Company’s revenue primarily consists of collaboration agreements and grant agreements. At contract inception, the Company analyzes a revenue arrangement to determine the appropriate accounting under U.S. GAAP. Currently, the Company’s revenue arrangements represent customer contracts within the scope of ASC Topic 606, Revenue from Contracts with Customers (Topic 606) (“ASC 606”) or are subject to the contribution guidance in ASC Topic 958-605, Not-for-Profit Entities – Revenue Recognition (“ASC 958-605”), which applies to business entities that receive contributions within the scope of ASC 958-605. For collaboration agreements, the Company analyzes to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are considered to be in the scope of the collaboration guidance and that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of the collaboration guidance and those that are more reflective of a vendor-customer relationship and, therefore, within the scope of the revenue with contracts with customers guidance. Elements of collaboration arrangements that are reflective of a vendor-customer relationship are accounted for pursuant to the revenue from contracts with customers guidance. The terms of the licensing and collaboration agreements entered into typically include payment of one or more of the following: non-refundable, up-front fees; development, regulatory, and commercial milestone payments; payments for manufacturing supply services; and royalties on net sales of licensed products. Each of these payments results in license, collaboration and other revenues, except for revenues from royalties on net sales of licensed products, which are classified as royalty revenues. The core principle of the accounting for revenue from contracts with customers guidance is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s condensed consolidated balance sheets. If the related performance obligation is expected to be satisfied within the next twelve (12) months, this will be classified in current liabilities. Amounts recognized as revenue prior to receipt are recorded as contract assets in the Company’s condensed consolidated balance sheets. If the Company expects to have an unconditional right to receive consideration in the next twelve (12) months, this will be classified in current assets. A net contract asset or liability is presented for each contract with a customer. At contract inception, the Company assesses the goods or services promised in a contract with a customer and identifies those distinct goods and services that represent a performance obligation. A promised good or service may not be identified as a performance obligation if it is immaterial in the context of the contract with the customer, if it is not separately identifiable from other promises in the contract (either because it is not capable of being separated or because it is not separable in the context of the contract), or if the performance obligation does not provide the customer with a material right. The Company considers the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration will only be included in the transaction price when it is not considered constrained, which is when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If it is determined that multiple performance obligations exist, the transaction price is allocated at the inception of the agreement to all identified performance obligations, based on the relative standalone selling prices. The relative selling price for each performance obligation is estimated using objective evidence if it is available. If objective evidence is not available, the Company uses its best estimate of the selling price for the performance obligation. Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring a promised good or service to a customer. An asset is transferred when, or as, the customer obtains control of that asset, which for a service is considered to be as the services are received and used. The Company recognizes revenue over time by measuring the progress toward complete satisfaction of the relevant performance obligation, using an appropriate input or output method based on the nature of the good or service promised to the customer. After contract inception, the transaction price is reassessed at every period end and updated for changes, such as resolution of uncertain events. Any change in the transaction price is allocated to the performance obligations on the same basis as at contract inception. Management may be required to exercise considerable judgment in estimating revenue to be recognized. Judgment is required in identifying performance obligations, estimating the transaction price, estimating the stand-alone selling prices of identified performance obligations (which may include forecasted revenue, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success) and estimating the progress towards satisfaction of performance obligations. For grant funding agreements, grant revenue is recognized during the period that the research and development services occur, as qualifying expenses are incurred. The Company concluded that payments received under these grants represent nonreciprocal contributions, as described in ASC 958, Not-for-Profit Entities, and that the grants are not within the scope of ASC 606 as the organization providing the grant does not meet the definition of a customer. Grant revenue relates primarily to the CEPI Funding Agreement (see Note 8). Income Taxes On March 18, 2020, the Families First Coronavirus Response Act (the “FFCR Act”), and on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) were each enacted in response to the COVID-19 pandemic. The FFCR Act and the CARES Act contain numerous income tax provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. On June 29, 2020, Assembly Bill 85 (“A.B. 85”) was signed into California law. A.B. 85 provides for a three-year suspension of the use of net operating losses for medium and large businesses and a three-year cap on the use of business incentive tax credits to offset no more than $ 5.0 million of tax per year. A.B. 85 suspends the use of net operating losses for taxable years 2020, 2021 and 2022 for certain taxpayers with taxable income of $ 1.0 million or more. The carryover period for any net operating losses that are suspended under this provision will be extended. A.B. 85 also requires that business incentive tax credits, including carryovers, may not reduce the applicable tax by more than $ 5.0 million for taxable years 2020, 2021 and 2022. The FFCR Act, CARES Act and A.B. 85 did not have a material impact on the Company’s condensed consolidated financial statements as of September 30, 2021; however, the Company continues to examine the impacts the FFCR Act, CARES Act and A.B. 85 may have on its business, results of operations, financial condition, liquidity and related disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASU 2020-06”). The standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the standard modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in ASU 2020-06 are effective for the Company as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but not earlier than fiscal years beginning after December 15, 2020. The Company does not expect the adoption of ASU 2020-06 to have a material impact on its condensed consolidated financial statements and related disclosures. In October 2020, the FASB issued ASU No. 2020- 10, Codification Improvements (“ASU 2020-10”). The standard contains improvements to the FASB Accounting Standards Codification (the “Codification”) by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the Codification. The standard also improves various topics in the Codification so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. The amendments in ASU 2020-10 are effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-10 to have a material impact on its condensed consolidated financial statements and related disclosures. |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 9 Months Ended |
Sep. 30, 2021 | |
Cash And Cash Equivalents [Abstract] | |
Cash Equivalents and Marketable Securities | 3. Cash Equivalents and Marketable Securities The amortized costs, unrealized gains and losses and fair values of cash equivalents and marketable securities were as follows (in thousands): September 30, 2021 Description Amortized Unrealized Unrealized Fair Cash equivalents: Money market funds $ 64,455 $ — $ — $ 64,455 Corporate debt securities 2,000 — — 2,000 Total cash equivalents 66,455 — — 66,455 Short-term marketable securities: Certificates of deposit 950 — — 950 Commercial paper 23,583 5 — 23,588 Corporate debt securities 14,273 1 ( 3 ) 14,271 U.S. treasuries 18,064 3 — 18,067 U.S. government debt securities 4,097 1 — 4,098 Asset backed securities 7,281 1 ( 1 ) 7,281 Total short-term marketable securities 68,248 11 ( 4 ) 68,255 Total $ 134,703 $ 11 $ ( 4 ) $ 134,710 December 31, 2020 Description Amortized Unrealized Unrealized Fair Cash equivalents: Money market funds $ 36,801 $ — $ — $ 36,801 Total cash equivalents 36,801 — — 36,801 Short-term marketable securities: U.S. treasuries 1,002 — — 1,002 Total short-term marketable securities 1,002 — — 1,002 Total $ 37,803 $ — $ — $ 37,803 All marketable securities held as of September 30, 2021 had contractual maturities of less than one year . There have been no material realized gains or losses on marketable securities for the periods presented. As of September 30, 2021, the Company did no t hold any individual securities in an unrealized loss position for 12 months or greater. The Company has the ability and intent to hold all marketable securities that have been in a continuous loss position until maturity or recovery. No significant facts or circumstances have arisen to indicate that there has been any significant deterioration in the creditworthiness of the issuers of the securities held by us. The Company considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and determined that the estimate of credit losses was not significantly impacted. Thus, no credit loss existed as of or for the nine months ended September 30, 2021. The Company will continue to assess the current and expected future economic and market conditions surrounding the COVID-19 pandemic, as further development arises. See Note 4 for further information regarding the fair value of the Company’s financial instruments. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The Company determines the fair value of financial and non-financial assets and liabilities based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction between market participants at the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A fair value hierarchy has been established, which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritizes the inputs into three broad levels, as follows: Level 1 inputs are quoted prices in active markets that are accessible at the market date for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the assets or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reflected on the condensed consolidated balance sheets for cash and cash equivalents, prepaid expenses and other current assets, accounts payable, accrued compensation and accrued liabilities approximate their fair values due to their short-term nature. The Company’s financial assets subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands): September 30, 2021 Description Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 64,455 $ 64,455 $ — $ — Corporate debt securities 2,000 — 2,000 — Total cash equivalents 66,455 64,455 2,000 — Short-term marketable securities: Certificates of deposit 950 — 950 — Commercial paper 23,588 — 23,588 — Corporate debt securities 14,271 — 14,271 — U.S. treasuries 18,067 18,067 — — U.S. government debt securities 4,098 — 4,098 — Asset backed securities 7,281 7,281 Total short-term marketable securities 68,255 18,067 50,188 — Total $ 134,710 $ 82,522 $ 52,188 $ — December 31, 2020 Description Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 36,801 $ 36,801 $ — $ — Total cash equivalents 36,801 36,801 — — Short-term marketable securities: U.S. treasuries 1,002 1,002 — — Total short-term marketable securities 1,002 1,002 — — Total $ 37,803 $ 37,803 $ — $ — The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities. Commercial paper, corporate debt securities, certificates of deposits, asset backed securities, and U.S. government debt securities are valued taking into consideration valuations obtained from third-party pricing services. These pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of, and broker/dealer quotes on, the same or similar securities, issuer credit spreads; benchmark securities; prepayment/default projections based on historical data; and other observable inputs. There were no transfers between Level 1 and Level 2 during the periods presented. See Note 3 for further information regarding the amortized cost of our financial instruments. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment and related accumulated depreciation and amortization are as follows (in thousands): September 30, December 31, 2021 2020 Computer equipment and software $ 971 $ 971 Furniture and fixtures 2,113 2,054 Laboratory equipment 24,677 22,213 Leasehold improvements 13,749 13,726 41,510 38,964 Less accumulated depreciation and amortization ( 21,693 ) ( 16,925 ) Construction-in-progress 1,520 66 Total property and equipment, net $ 21,337 $ 22,105 Depreciation and amortization expense was $ 1.6 million and $ 4.8 million for the three and nine months ended September 30, 2021, respectively, and $ 1.7 million and $ 5.0 million for the three and nine months ended September 30, 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Leases The Company leases office, laboratory and storage space in facilities at several locations: Emeryville Lease The Company’s principal executive offices in Emeryville, California, consisting of office and laboratory space, are leased pursuant to a 120-month operating lease (the “Emeryville Lease”), which the Company entered into in January 2019, with the obligation to pay rent commencing in November 2019. In conjunction with signing the Emeryville Lease, the Company paid a cash security deposit of $ 0.6 million, which is recorded as a deposit on the Company’s condensed consolidated balance sheet as of September 30, 2021. The Emeryville Lease includes a free rent period, an escalation clause for increased rent and a renewal provision allowing the Company to extend this lease for an additional two five-year periods at the then market rental rate. The lessor provided the Company a tenant improvement allowance for a total of $ 4.0 million to complete the laboratory and office renovation. The Company has determined the tenant improvements to be lessee owned and therefore has recorded a $ 8.9 million ROU Asset and a $ 14.1 million lease liability on the condensed consolidated balance sheet as of September 30, 2021. The Company recorded a $ 9.3 million ROU Asset and a $ 14.8 million lease liability on the condensed consolidated balance sheet as of December 31, 2020. Pleasanton Leases The Company leases 42,620 square feet of office, cleanroom, and laboratory support manufacturing space in Pleasanton, California pursuant to a non-cancelable operating lease (the “Pleasanton Lease”), which the Company entered into in March 2017, with the obligation to pay rent commencing in December 2017. The Pleasanton Lease includes a free rent period, escalating rent payments and a term that expires on November 30, 2024 . The Company has the option to extend the lease term for a period of five years at the then market rental rate. The Company obtained an irrevocable letter of credit in March 2017 in the initial amount of approximately $ 1.0 million as a security deposit to the Pleasanton Lease, which may be drawn down by the landlord in the event the Company fails to fully and faithfully perform all of its obligations. The letter of credit may be reduced based on certain levels of cash and cash equivalents the Company holds. As of September 30, 2021, none of the irrevocable letter of credit amount had been drawn. The Pleasanton Lease further provides that the Company is obligated to pay to the landlord its proportionate share of certain basic operating costs, including taxes and operating expenses. In connection with the Pleasanton Lease, the Company received a tenant improvement allowance of $ 1.2 million from the landlord for the costs associated with the design, development and construction of tenant improvements. The unamortized tenant improvement balance is recognized as a component of operating lease ROU Assets on the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020. In addition, in May 2019, the Company entered into a 64-month non-cancelable operating lease for additional office space in Pleasanton, California, with an obligation to pay rent commencing in August 2019. The lessor provided the Company a tenant improvement allowance for a total of $ 0.1 million to complete the office renovation. The Company has determined the tenant improvements to be lessee owned and therefore has recorded a $ 0.2 million ROU Asset and a $ 0.3 million lease liability on the condensed consolidated balance sheets as of September 30, 2021 and a $ 0.3 million ROU Asset and a $ 0.4 million lease liability on the condensed consolidated balance sheets as of December 31, 2020. Cambridge Leases The Company leases laboratory, office and storage space in several facilities in Cambridge, Massachusetts, pursuant to three separate agreements: The Company’s facility located at 40 Erie Street and 200 Sidney Street in Cambridge, Massachusetts is leased pursuant to a 67-month non-cancelable operating lease (the “40 Erie Lease”), which the Company entered into in February 2016, with an obligation to pay rent commencing in October 2016. The lessor provided the Company a tenant improvement allowance for a total of $ 2.1 million to complete the laboratory and office renovation. In September 2021, the Company executed an amendment to the 40 Erie Lease, which extends its term through April 2025 and provides for monthly base rent amounts, subject to annual increases over the term of the lease. The Company’s facility located at 21 Erie Street in Cambridge, Massachusetts is leased pursuant to a 24-month non-cancelable operating lease (the “21 Erie Lease”), which the Company entered into in September 2018. The 21 Erie Lease has since been amended three times, as a result of which the lease term extends through January 2023 . In March 2021, the Company entered into a 17-month operating lease (the “Cambridge Storage Lease”) for additional office and laboratory storage space in Cambridge, Massachusetts, which commenced on April 1, 2021 . The Company also paid an insignificant cash security deposit. In conjunction with the 40 Erie Lease, the 21 Erie Lease and the Cambridge Storage Lease, each as amended (if applicable), the Company has paid certain cash security deposits, which in each case included amounts for the applicable last month’s rent and has been classified as part of the operating lease ROU Assets, the aggregate amount of which is recorded as $ 0.7 million on the condensed consolidated balance sheet as of September 30, 2021. The total amount of remaining security deposit is recorded in deposits and other long-term assets on the Company’s condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020. Boston Lease The Company plans to occupy a newly-built facility in Boston, Massachusetts, with office and laboratory space, in 2023 pursuant to a 120-month operating lease (the “Boston Lease”), which the Company entered into in September 2021. The Boston Lease includes a free rent period, an escalation clause for increased rent and a renewal provision allowing the Company to extend the Boston Lease for two additional five-year periods at the then market rental rate. The landlord provided the Company with a tenant improvement allowance of up to approximately $ 19.1 million for costs relating to the design, permitting and construction of improvements. The Company’s obligation to pay rent will commence on January 3, 2023, subject to free rent periods of three and six months with respect to certain premises. The commencement date of the Boston Lease is expected to be in November 2022 , given the Company's early access rights to the leased space, and the term will expire in January 2033 . The Boston Lease further provides that the Company is obligated to pay to the landlord its proportionate share of certain basic operating costs, including taxes and operating expenses. In connection with the Boston Lease and as a security deposit thereunder, the Company has provided the landlord an irrevocable letter of credit in the amount of approximately $ 4.6 million, which is collateralized by a restricted cash deposit of $ 4.7 million, and which may be reduced in the fifth and seventh years of the Boston Lease. As of September 30, 2021, none of the irrevocable letter of credit amount had been drawn. The Company has not recognized a right-of-use asset or lease liability as of September 30, 2021 for the Boston Lease as the Company did not control the underlying assets at any time in the period ended September 30, 2021. Under the Boston Lease, the Company is obligated to make minimum lease payments of approximately $ 79.1 million for the years from 2023 to 2033, which includes rent abatement during the free rent periods. The Company’s operating leases include various covenants, indemnities, defaults, termination rights, security deposits and other provisions customary for lease transactions of this nature. The components of lease costs, which were included in our condensed consolidated statements of operations and comprehensive income (loss), were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Lease cost Operating lease cost $ 1,922 $ 1,906 $ 5,743 $ 5,621 Short-term lease cost — — — 8 Total lease cost $ 1,922 $ 1,906 $ 5,743 $ 5,629 Supplemental information related to leases was as follows: Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of Operating cash flows from operating leases $ 5,902 $ 3,446 New right-of-use assets obtained in exchange for lease Operating leases $ 6,562 $ 3,174 Weighted-average remaining lease term (years): Operating leases 5.4 6.1 Weighted-average discount rate: Operating leases 7.3 % 9.0 % As of September 30, 2021, minimum annual rental payments under the Company’s operating lease agreements are as follows (in thousands): Lease Financing Year ending December 31, 2021 (remaining three months) $ 2,024 2022 8,800 2023 9,834 2024 12,436 2025 10,504 Thereafter 69,777 Total minimum payments 113,375 Less: Amounts representing interest expense ( 6,960 ) Less: Amounts representing lease payments under the Boston Lease ( 79,113 ) Present value of future minimum lease payments 27,302 Less: Current portion of lease liability ( 7,458 ) Noncurrent portion of lease liability $ 19,844 Agreements with CROs In September 2017, the Company entered into a contract research and development agreement with a third-party contract research organization (“CRO”) to provide research, analysis and antibody samples to further the Company’s development of its antibody drug candidates. The Company is also obligated to pay the CRO certain milestone payments of up to $ 36.4 million on achievement of specified events. None of these events had occurred as of September 30, 2021. During the three and nine months ended September 30, 2021, the Company had immaterial research and development expense under the agreement. The Company had no research and development expense under the agreement during the three and nine months ended September 30, 2020. In May 2019, the Company entered into a contract research and testing agreement with a third-party CRO to provide antibody discovery related services. The Company is also obligated to pay the CRO certain milestone payments of up to $ 34.8 million on achievement of specified events. None of these events had occurred as of September 30, 2021. No research and development expense was recorded under the agreement during the three and nine months ended September 30, 2021. No research and development expense was recorded under the agreement during the three months ended September 30, 2020, and an insignificant amount of research and development expense was recognized under the agreement during the nine months ended September 30, 2020. Guarantees and Indemnifications The Company, as permitted under Delaware law and in accordance with its certificate of incorporation and bylaws, and pursuant to indemnification agreements with certain of its officers and directors, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, with respect to which the officer or director is or was serving at the Company’s request in such capacity. The term of the indemnification period lasts as long as an officer or director may be subject to any proceeding arising out of acts or omissions of such officer or director in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company currently holds director and officer liability insurance. This insurance limits the Company’s exposure and may enable it to recover a portion of any future amounts paid. The Company believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations for any period presented. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | 7. Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, 2021 2020 Prepaid research and development-related expenses $ 3,480 $ 2,584 Net contract asset 1,096 — Collaboration receivable 2,132 — Prepaid insurance 10 1,480 Interest and other receivables 196 8 Other 814 260 Total prepaid expenses and other current assets $ 7,728 $ 4,332 Deposits and Other Long-Term Assets Deposits and other long-term assets consist of the following (in thousands): September 30, December 31, 2021 2020 Lease security deposits $ 1,543 $ 1,218 Prepaid research and development-related expenses 521 518 Total deposits and other long-term assets $ 2,064 $ 1,736 |
Collaboration and License Agree
Collaboration and License Agreements and Grant Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Collaborative And License Agreements [Abstract] | |
Collaboration and License Agreements | 8. Collaboration and License Agreements and Grant Revenue bluebird bio, Inc. In August 2018, the Company entered into a Research Collaboration and License Agreement (the “bluebird Collaboration Agreement”) with bluebird bio, Inc. (“bluebird”). Under the terms of the bluebird Collaboration Agreement, the Company provides to bluebird tumor-specific targets across several tumor types and, in certain cases, T cell receptors (“TCR”) directed to those targets. The Company received a non-refundable upfront payment of $ 20.0 million, and bluebird also concurrently acquired 768,115 shares of the Company’s Series C convertible preferred stock for $ 10.0 million at $ 13.04 per share. Per the bluebird Collaboration Agreement, bluebird was also provided an option to acquire shares of the Company’s common stock at the same price as all other investors in connection with the Company’s initial public offering (“IPO”). In October 2018, bluebird purchased 666,667 shares of the Company’s common stock at the price to the public of $ 15.00 per share for a total of $ 10.0 million. Under the terms of the bluebird Collaboration Agreement, the Company is eligible to earn development, regulatory, and sales-based milestones in an amount of up to $ 1.2 billion, and single-digit royalties on sales of products that utilize the technology subject to the bluebird Collaboration Agreement. None of these events had occurred as of September 30, 2021, and no royalties were due from the sale of licensed products. In August 2019, the Company entered into a First Amendment to the bluebird Collaboration Agreement, which extended the timeline for the Company and bluebird to execute a Patient Selection Services Agreement from within one year to within two years after the Effective Date of the bluebird Collaboration Agreement. In August 2020, the Company entered into a Second Amendment, which extended the timeline of the Patient Selection Services Agreement to within three years and also extended the Tissue Analysis Period from February 28, 2021 to June 30, 2021. In April 2021, the Company entered into a Third Amendment, which removed the Patient Selection Services Agreement in its entirety and extended the Tissue Analysis Period from June 30, 2021 to December 31, 2021. The amendments were entered into for administrative purposes, and the Company determined the amendments were not a modification of contract under the contract with customers guidance. bluebird may terminate the bluebird Collaboration Agreement by giving a 120 -day prior written notice to the Company at any time after the effective date of the agreement. Unless terminated early, the agreement has a term that ends upon the last payment owed by the Company on a licensed product. The bluebird Collaboration Agreement may be terminated for cause by either party based on uncured material breach by the other party or bankruptcy of the other party. Upon early termination, all ongoing activities under the agreement and all mutual collaboration, development and commercialization licenses and sublicenses will terminate. The licenses granted by the Company to bluebird under the licensed intellectual property will remain in effect in accordance with their respective terms. Additionally, all of bluebird’s payment obligations that have not yet accrued related to future milestone and royalty payments will be reduced by 50% for the remainder of the agreement term. The Company concluded that bluebird is a customer, and the contract is not subject to guidance on collaborative arrangements. This is because the Company granted to bluebird a license to its intellectual property and provided research and development services, all of which are outputs of the Company’s ongoing activities, in exchange for consideration. The Company identified the following three material promises under the bluebird Collaboration Agreement: 1) transfer of a license to intellectual property and related technology know-how (“License and Know-How”); 2) the obligation to perform target selection and TCR generation services (“Research and Development Services”); and 3) participation on the Joint Steering Committee (the “JSC”). The Company provided to bluebird standard indemnification and protection of licensed intellectual property, which is part of assurance that the license meets the contract’s specifications and is not an obligation to provide goods or services. The Company considered that the License and Know-How has standalone functionality, was considered to be functional intellectual property, and is capable of being distinct. However, the Company determined that the License and Know-How is not distinct from the Research and Development Services or participation on the JSC within the context of the bluebird Collaboration Agreement, because bluebird is dependent on the Company to execute the Research and Development Services and participate on the JSC in order for bluebird to benefit from the License and Know-How. As such, the License and Know-How is combined with the Research and Development Services and participation on the JSC into a single performance obligation, and the transaction price under this arrangement will be allocated to this single performance obligation. The Company has also determined that all other goods or services that are contingent upon bluebird reaching various milestones are not considered performance obligations at the inception of the arrangement. The transaction price at the inception of the bluebird Collaboration Agreement consisted of the upfront payment of $ 20.0 million and the $ 10.0 million received from bluebird for the purchase of the Company’s Series C convertible preferred stock. The sale of the Series C convertible preferred stock was not considered to be a performance obligation, as it was a separate financing component of the transaction. Accordingly, $10.0 million of the transaction price was allocated to the issuance of 768,115 shares of Series C convertible preferred stock at fair value of $ 13.04 per share and recorded in stockholders’ equity. The variable consideration related to the remaining development, regulatory, and sales-based milestones payments has not been included in the initial transaction price and continues to be fully constrained as of September 30, 2021. As part of its evaluation of the constraint, the Company considered numerous factors, including that receipt of the milestones is outside the control of the Company and contingent upon initiation of clinical trials for early-stage targets and bluebird’s development efforts. Any variable consideration related to sales-based milestones (including royalties) will be recognized when the related sales occur, as they were determined to relate predominantly to the License and Know-How granted to bluebird. The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. For revenue recognition purposes, the Company determined that the duration of the bluebird Collaboration Agreement began on the effective date in August 2018 and ends upon completion of the Research and Development Services, which is also when the participation on the JSC is no longer an obligation. The contract duration is defined as the period in which parties to the contract have present enforceable rights and obligations. The Company also analyzed the impact of bluebird terminating the agreement prior to August 2023 and determined, considering both quantitative and qualitative factors, that there were substantive non-monetary penalties to bluebird for doing so. Revenue is recognized when, or as, the Company satisfies its performance obligation by transferring the promised services to bluebird. Revenue will be recognized over time using a cost-based input method, based on internal labor cost effort to perform the research services, since the internal labor cost incurred over time is thought to best reflect the transfer of services to bluebird. In applying a cost-based input method of revenue recognition, we use actual costs incurred relative to budgeted costs to fulfill the combined performance obligation. A cost-based input method of revenue recognition requires us to make estimates of costs to complete the performance obligation. The cumulative effect of any revisions to estimated costs to complete the performance obligation will be recorded in the period in which changes are identified and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods. The Company recognized $ 0.8 million and $ 2.1 million, respectively, during the three and nine months ended September 30, 2021, and $ 0.8 million and $ 1.9 million, respectively, during the three and nine months ended September 30, 2020 in collaboration revenue under the bluebird Collaboration Agreement. Deferred revenue of $ 9.6 million and $ 11.7 million was recorded on the condensed consolidated balance sheets in both current and long-term liabilities as of September 30, 2021, and December 31, 2020, respectively. Deferred revenue relates to the performance obligations identified under the bluebird Collaboration Agreement and will be recognized over the period the performance obligations are expected to be satisfied, which is currently estimated to be through mid-2023. Changes in the deferred revenue balance during the nine months ended September 30, 2021 for the bluebird Collaboration Agreement are as follows (in thousands): Deferred Revenue Balance at December 31, 2020 $ 11,695 Additions — Deductions ( 2,130 ) Balance at September 30, 2021 $ 9,565 There were no receivables or net contract assets recorded as of September 30, 2021 or December 31, 2020 associated with the bluebird Collaboration Agreement. Gilead Sciences, Inc. In January 2021, the Company entered into a Collaboration, Option and License Agreement (the “Gilead Collaboration Agreement”) with Gilead Sciences, Inc. (“Gilead”) to research and develop a vaccine-based immunotherapy as part of Gilead’s efforts to find a curative treatment for HIV infection. Under the terms of the Gilead Collaboration Agreement, the Company granted to Gilead an exclusive, worldwide license to develop and commercialize a HIV-specific therapeutic vaccine utilizing the Company’s technology. Gilead is responsible for conducting all development and commercialization activities beginning with a Phase 1 study, and the Company is responsible for contributing to preclinical research studies and participation in a joint steering committee (collectively, “research and development activities”). Concurrently with execution of the Gilead Collaboration Agreement, the Company and Gilead entered into a Supply Agreement (the “Gilead Supply Agreement”) under which the Company will supply research product and GMP product (“Product Supply”) that may be required under the Gilead Collaboration Agreement until Gilead completes its first GMP product batch, and the Company will participate in a joint manufacturing team (collectively, “product supply activities”). In addition, the Company also concurrently entered into a Stock Purchase Agreement (the “Gilead Stock Purchase Agreement”) under which Gilead acquired, in a private placement transaction, 1,169,591 shares of the Company’s common stock. The common shares were issued to Gilead with certain registration rights and certain standstill and market stand-off provisions. The Company determined that these concurrent contracts represent a combined arrangement (“the Gilead Arrangement”). Under the Gilead Collaboration Agreement, the Company received a non-refundable upfront payment of $ 30.0 million. Under the Gilead Collaboration Agreement and the Gilead Supply Agreement, the Company will receive additional reimbursement payments for expenses incurred in the research and development activities and product supply activities. Under the Gilead Stock Purchase Agreement, the common shares were sold at a price of $ 25.65 per share for a total of $ 30.0 million. The Company’s common stock at fair value on closing was $ 18.10 per share. If Gilead decides to move forward with development beyond the initial Phase 1 study (the “Option”), the Company will receive a $ 40.0 million non-refundable option fee and will be eligible to receive up to an aggregate of $ 685.0 million if certain clinical, regulatory and commercial milestones are achieved, as well as tiered royalties ranging from the mid-single digits to low double-digits on net sales of a therapeutic product utilizing its technology. None of these events had occurred as of September 30, 2021 and no royalties were due from the sale of licensed products. Gilead may terminate the Gilead Collaboration Agreement for convenience by giving a 90 -day prior written notice to the Company at any time after the effective date of the agreement. Unless terminated early, the agreement has a term that ends upon the expiration of the royalty term, or, if the Option is not exercised, by the end of the Option term. The Gilead Collaboration Agreement may be terminated for cause by either party based on uncured material breach by the other party, insolvency of the other party, or patent challenge. Upon early termination, all ongoing activities under the agreement and all mutual collaboration, development and commercialization licenses and sublicenses will terminate. The licenses granted by the Company to Gilead under the licensed intellectual property will remain in effect in accordance with their respective terms. Additionally, if terminated early by Gilead for convenience or by the Company for material breach or insolvency, all of Gilead’s payment obligations for reimbursable costs or for future milestone and royalty payments remain. If terminated early by Gilead for material breach or insolvency, all of Gilead’s unaccrued payment obligations related to future milestone and royalty payments will be reduced by 50% for the remainder of the agreement term. Furthermore, Gilead may terminate the Gilead Supply Agreement without cause by giving six months prior written notice and any active orders with 60-day notice without terminating the agreement, and either party may terminate based on an uncured material breach, insolvency of the other party, or in the event that the Gilead Collaboration Agreement is terminated. Upon termination, the Company will deliver all supply products that have been produced and destroy, reimburse or deliver materials that Gilead has reimbursed, and Gilead must pay for any manufacturing costs that the Company has actually incurred or committed to pay, including any cancellation costs owed to subcontractors. The Company concluded that Gilead is a customer and therefore revenue recognition should be accounted for in accordance with ASC 606, because the Company granted to Gilead licenses to its intellectual property and will provide research and development services and Supply of Product, as defined below, all of which are outputs of the Company’s ongoing activities, in exchange for consideration. The Option, if exercised by Gilead, will be considered a modification that increases the scope of the arrangement beyond the Option Term. The Company identified the following performance obligations under the Gilead Collaboration Agreement: 1) licenses including an exclusive (in the HIV field), royalty-free, worldwide collaboration license and transfer of know-how and an exclusive (in the HIV field) worldwide, royalty-bearing development and commercial license subject to restrictions on its use during the Option Term and an exclusive option to release such restrictions; 2) preclinical research and development activities, manufacturing-related activities, and participation on a Joint Steering Committee; and 3) product supply, including research and GMP product, until Gilead completes its first GMP batch, and participation on a Joint Manufacturing Team. The Company considered that the licenses and know-how have standalone functionality, are considered to be functional intellectual property and are capable of being distinct. The Company also determined that the research and development activities and product supply by Gritstone could be provided by resources otherwise available to Gilead and thus are capable of being distinct. The Company has also determined that the pricing for optional goods and services and release of license restrictions upon exercise of the Option do not constitute material rights and are not a potential performance obligation. The Company evaluated whether there is an interdependence between the promises and determined that the licenses are a combined solution and the predominant performance obligation, while the other promises are separately identifiable in the context of the contract; however, the research and development activities are dependent on the research product supply, which is accounted for as a combined performance obligation. As a result, the Company identified three performance obligations in the Gilead Arrangement: (i) exclusive licenses and know-how, (ii) research and development activities and product supply, and (iii) GMP product supply. The transaction price at the inception of the Gilead Collaboration Agreement consisted of the upfront payment of $ 30.0 million and the $ 30.0 million received for the sale of the Company’s common stock. The sale of the common stock was not considered to be a performance obligation, as it was a separate financing component of the transaction. Accordingly, $ 21.2 million of the transaction price was allocated to the issuance of 1,169,591 shares of the Company’s common stock at fair value on closing of $ 18.10 per share and recorded in stockholders’ equity. The remaining $ 8.8 million of the common stock purchase price in excess of the fair value of the shares received is added to the transaction price for the Gilead Collaboration Agreement. In addition, the initial transaction price includes estimated variable consideration for budgeted reimbursement of research and development costs and product supply. The variable consideration related to reimbursable costs and product supply has been constrained as of September 30, 2021 based on the current research and development plan forecast. The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. The Company determined that the variable consideration for the $ 40.0 million option exercise fee and for the development, regulatory, and sales-based milestones payments were probable of significant revenue reversal as their achievement was highly dependent on factors outside the Company’s control. As a result, these payments were fully constrained and were not included in the transaction price. Any variable consideration related to sales-based milestones (including royalties) will be recognized when the related sales occur, as they were determined to relate predominantly to the exclusive licenses and know-how granted to Gilead. The transaction price is allocated to the performance obligation based upon relative standalone selling prices, which were determined for the exclusive licenses and know-how using an adjusted market approach and for the research and development activities and product supply using a cost plus reasonable margin approach. Variable consideration is allocated to the specific performance obligations to which it relates. For revenue recognition purposes, the Company determined that the duration of the contract began on the effective date in January 2021 and ends upon (i) the completion of the Option term, which is expected to end two to four years after the effective date, if the Option is not exercised or (ii) the expiration of the royalty-term on a product-by-product and country-by-country basis. The Company also analyzed the impact of Gilead terminating the agreement prior to the end of the Option term and determined, considering both quantitative and qualitative factors, that there were substantive non-monetary penalties to Gilead for doing so. Revenue for the exclusive licenses and know-how was recognized on the effective date of the Gilead Collaboration Agreement at the point in time that the licenses are effective. The research and development activities and product combined performance obligation and the GMP product supply performance obligation are recognized over time when, or as, the Company transfers the promised goods and services to Gilead. Research and development service and product supply revenues will be recognized over time using a cost-based input method, based on internal and external labor cost effort to perform the services, costs to acquire research materials, and costs of product supply, since the costs incurred over time are thought to best reflect the transfer of goods and services to Gilead. In applying a cost-based input method of revenue recognition, we use actual costs incurred relative to estimated total costs to fulfill each performance obligation. A cost-based input method of revenue recognition requires us to make estimates of costs to complete the performance obligation. The cumulative effect of any revisions to estimated costs to complete the performance obligation and associated variable consideration will be recorded in the period in which changes are identified and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods. For the three months ended September 30, 2021, the Company did no t record any license revenue. For the nine months ended September 30, 2021, the Company recognized $ 38.6 million as license revenue. For the three and nine months ended September 30, 2021, the Company recognized $ 1.6 million and $ 4.1 million, respectively, as collaboration revenue as a result of satisfying its performance obligations by transferring the promised goods and services estimated by the costs incurred for the Gilead Collaboration Agreement. A contract asset of $ 1.1 million was recorded on the condensed consolidated balance sheet as a current asset in the prepaid expenses and other current assets balance as of September 30, 2021 for supply costs that were incurred during the three and nine months ended September 30, 2021, but not billable until future periods when the asset is released. The contract asset relates to the performance obligations yet to be satisfied identified under the Gilead Collaboration Agreement and is being recognized over the period the performance obligations are expected to be satisfied, which is currently estimated to be through December 2022. There was no contract asset as of December 31, 2020, and there was no deferred revenue as of September 30, 2021 and December 31, 2020 associated with the Gilead Collaboration Agreement. Changes in the contract asset and deferred revenue balance during the nine months ended September 30, 2021 for the Gilead Collaboration Agreement are as follows (in thousands): Contract Asset Deferred Revenue Balance at December 31, 2020 $ — $ — Additions 3,260 220 Deductions ( 2,164 ) ( 220 ) Balance at September 30, 2021 $ 1,096 $ — There was $ 2.1 million of receivables recorded on the condensed consolidated balance sheet as a current asset in the prepaid expenses and other current assets balance as of September 30, 2021, and there were no receivables or net contract assets recorded as of December 31, 2020 associated with the Gilead Collaboration Agreement. The Company deferred $ 0.1 million in incremental costs to acquire the Gilead Collaboration Agreement in the first quarter of 2021 allocated to performance obligations recognized over time, which will be recognized over time in each period proportionate to revenue recognition. As of September 30, 2021, deferred contract acquisition costs were negligible. Deferred contract acquisition costs amortized during the three months and nine months ended September 30, 2021 were negligible. Arbutus Biopharma Corporation In October 2017, the Company entered into an Exclusive License Agreement with Arbutus Biopharma Corporation (“Arbutus”) and its wholly-owned subsidiary, Protiva Biotherapeutics Inc. Certain terms of the agreement were modified by amendment in July 2018. Under the license agreement, the Company has an exclusive license to utilize certain Arbutus intellectual property, including patents and know-how relating to immunotherapy. During the three and nine months ended September 30, 2021 and 2020, the Company had no research and development expense under the agreement. The Company is obligated to pay Arbutus certain milestone payments up to $ 123.5 million on achievement of specified events, and royalties on sales of its licensed products. Following the acceptance of our investigational new drug application for GRANITE by the U.S. Food and Drug Administration (the “FDA”), the Company made a $ 2.5 million development milestone payment to Arbutus in September 2018 that was recorded as research and development expense. In August 2019, a milestone was met following the initial patient treatment of SLATE in the Company’s GO-005 clinical trial. In 2019, the Company recorded $ 3.0 million as research and development expense in connection with the milestone. None of the other events had occurred as of September 30, 2021, and no royalties were due from the sale of licensed products. Non-Profit Hospital Cancer Center In January 2016, the Company entered into an Exclusive License Agreement with a non-profit hospital cancer center. Under the license agreement, the Company has an exclusive license to utilize certain patents and know-how relating to immunotherapy for an insignificant upfront payment, cash milestone payments on achievement of specified events, and a low single digit royalty on sales of licensed products. The achievement of the milestones and payment of royalties is dependent upon obtaining regulatory approval. Upon achievement of a milestone related to the Company’s Phase 1 clinical trial for GRANITE, GO-004, in December 2018 the Company recorded an insignificant amount to research and development expense for amounts owed to the Hospital Cancer Center, which was paid to the hospital in February 2019. None of the other milestone events had occurred as of September 30, 2021 and no royalties were due from the sales of licensed products. Genevant Sciences GmbH In October 2020, the Company entered into an Option and License and Development Agreement (the “2020 Genevant License Agreement”) with Genevant Sciences GmbH (“Genevant”), pursuant to which Genevant granted the Company exclusive license rights under certain intellectual property related to Genevant’s lipid nanoparticle, or LNP, technology for a single therapeutic indication, and the Company agreed to pay Genevant an initial payment of $ 2.0 million, up to an aggregate of $ 71.0 million in specified development, regulatory, and commercial milestones, and low to mid-single digit royalties on net sales of licensed products. The upfront payment of $ 2.0 million was included in research and development expense for the year ended December 31, 2020. The 2020 Genevant License Agreement expands Gritstone’s intellectual property rights to such LNP technology originally obtained pursuant to the Company’s license agreement with Arbutus. Genevant is a spin-off of Arbutus. Prior to the 2020 Genevant License Agreement, the Company licensed Arbutus’ LNP technology for indications in the oncology space. The remainder of Arbutus’ IP portfolio was transferred to Genevant in the spin-off. Pursuant to the 2020 Genevant License Agreement, Genevant also granted the Company certain options to license the LNP technology for additional therapeutic indications of up to $ 1.5 million for each indication and $ 1.0 million to extend the option term. The 2020 Genevant License Agreement continues in effect until the last to expire royalty term or early termination. It is terminable by the Company for convenience with 90 days prior written notice or immediately if based on certain product safety or efficacy or regulatory criteria. Either party may terminate the agreement for material breach, subject to a cure period, and Genevant may terminate the agreement if the Company challenges a licensed patent. In January 2021, the Company entered into a Non-Exclusive License and Development Agreement (the “2021 Genevant License Agreement”) with Genevant. Pursuant to the 2021 Genevant License Agreement, the Company obtained a nonexclusive license to Genevant’s LNP technology to develop and commercialize self-amplifying RNA (“SAM”) vaccines against SARS-CoV-2, the virus that causes COVID-19. Under the 2021 Genevant License Agreement, the Company made a $ 1.5 million upfront payment to Genevant, and Genevant is eligible to receive from the Company up to an aggregate of $ 191.0 million in contingent milestone payments per product, plus certain tiered royalties, upon achievement of development and commercial milestones. In certain scenarios, in lieu of milestones and royalties, Genevant will be entitled to a percentage of amounts that the Company receives from sublicenses under the 2021 Genevant License Agreement, subject to certain conditions. In March 2021, a milestone in the amount of $ 1.0 million was met following the initial patient treatment in the Phase 1 clinical trial conducted through the NIAID-supported Infectious Diseases Clinical Research Consortium (“IDCRC”). Both the $ 1.5 million upfront and $ 1.0 million milestone payments were recorded as research and development expense for the nine months ended September 30, 2021. None of the other milestone events had occurred as of September 30, 2021. Coalition for Epidemic Preparedness Innovations On August 14, 2021, the Company entered into the CEPI Funding Agreement with CEPI, under which CEPI agreed to provide funding of up to $ 20.6 million to the Company to advance the Company’s CORAL program, which is developing a second-generation COVID-19 vaccine, with an initial clinical trial in South Africa. Under the terms of the agreement, CEPI will fund a multi-arm Phase 1 study evaluating the CORAL program’s SAM vaccine in naïve, convalescent, and HIV+ patients. The study will evaluate two different SAM vaccine constructs that each target both the spike protein and other SARS-CoV-2 targets and are designed to drive both robust B and T cell immune responses. The funding will also support pre-clinical studies, scale-up and formulation development to enable manufacturing of large quantities of stable vaccine product. Under the terms of the CEPI Funding Agreement, among other things, the Company and CEPI agreed on the importance of global equitable access to the vaccine produced pursuant to the CEPI Funding Agreement. The vaccine, if approved, is expected to be made available to the COVAX Facility for procurement and allocation. The COVAX Facility aims to deliver equitable access to COVID-19 vaccines for all countries, at all levels of development, that wish to participate. The scope and continuation of the CEPI Funding Agreement may be amended depending on ongoing developments of the COVID-19 outbreak and the success of the Company’s COVID-19 vaccine candidate developed under the CEPI Funding Agreement relative to other third-party COVID-19 vaccine candidates or treatments. If the World Health Organization (“WHO”), CEPI or a regulatory authority having jurisdiction over a clinical trial performed under the CEPI Funding Agreement determines that a third-party product candidate has substantially greater potential than the Company's COVID-19 vaccine candidate developed under the CEPI Funding Agreement and should be prioritized instead for a particular trial, the Company must consider in good faith any written request of CEPI not to proceed with a clinical trial of such COVID-19 vaccine candidate (the determination of whether to proceed or not with such trial shall be made by the Company in its sole discretion). In addition, CEPI has the right to unilaterally terminate the CEPI Funding Agreement upon prior written notice if CEPI determines that (i) there are material safety, regulatory, scientific misconduct or ethical issues with the project undertaken by the Company under the CEPI Funding Agreement, (ii) the project undertaken by the Company under the CEPI Funding Agreement should be terminated, (iii) the Company becomes unable to discharge its obligations under the CEPI Funding |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity The Company’s amended and restated certificate of incorporation provides for 300,000,000 shares of common stock and 10,000,000 shares of preferred stock authorized for issuance, each with a par value of $ 0.0001 per share. As of September 30, 2021 and December 31, 2020, no shares of preferred stock were issued and outstanding. As of September 30, 2021 and December 31, 2020, there were 64,251,581 and 47,552,693 shares of common stock issued and outstanding, respectively. Holders of the Company’s common stock are entitled to one vote per share. Sale of Common Stock and Pre-Funded Warrants In October 2019, the Company filed a Registration Statement on Form S-3 (the “2019 Shelf Registration Statement”) with the SEC, covering the offering of up to $ 250.0 million of common stock, preferred stock, debt securities, warrants and units. The 2019 Shelf Registration Statement included a prospectus covering the offering, issuance and sale of up to $ 75.0 million of the Company’s common stock, from time to time, through the ATM Offering Program under the Securities Act of 1933, as amended (the “Securities Act”). The SEC declared the 2019 Shelf Registration Statement effective on November 8, 2019. In October 2019, the Company also entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”) to sell shares of the Company’s common stock, from time to time, with aggregate gross sales proceeds of up to $ 75.0 million, through the ATM Offering Program, under which Cowen will act as its sales agent. Cowen is entitled to compensation for its services equal to up to 3.0 % of the gross proceeds of any shares of common stock sold through Cowen under the Sales Agreement. In addition, the Company has agreed to reimburse a portion of the expenses of Cowen in connection with the offering, up to a maximum of $ 50,000 . During the year ended December 31, 2020, the Company issued and sold 1,160,193 shares of its common stock through its ATM Offering Program and received net proceeds of approximately $ 9.8 million, net of commissions and other offering costs. During the nine months ended September 30, 2021, the Company sold 225,165 shares of the Company’s common stock through its ATM Offering Program and received aggregate proceeds of approximately $ 2.3 million, net of commissions and other costs. In December 2020, the Company entered into two private placement financing transactions (collectively, the “First PIPE Financing”), as follows: (1) pursuant to a securities purchase agreement entered into on December 22, 2020 to sell 5,543,351 shares of its common stock at a price of $ 3.34 per share and pre-funded warrants (the “Warrants”) to purchase 27,480,719 shares of common stock at a public offering price of $ 3.33 per share, and (2) pursuant to a securities purchase agreement entered into on December 28, 2020, to sell an additional 4,043,127 shares of its common stock at a price per share of $ 3.71 . In connection with the First PIPE Financing, the Company received aggregate net proceeds of approximately $ 119.8 million after deducting placement agent commissions and offering expenses payable by the Company. The Warrants are exercisable upon issuance at an exercise price of $ 0.01 per share. The outstanding Warrants generally may not be exercised if the holder’s aggregate beneficial ownership would be more than 9.99 % of the total issued and outstanding shares of the Company’s common stock following such exercise. The exercise price and number of shares of common stock issuable upon the exercise of the Warrants (the “Warrant Shares”) are subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrant agreements. Under certain circumstances, the Warrants may be exercisable on a “cashless” basis. In connection with the issuance and sale of the common stock and Warrants, the Company granted the purchasers certain registration rights with respect to the Warrants and the Warrant Shares. The Warrants were classified as a component of permanent stockholders’ equity within additional paid-in-capital and were recorded at the issuance date using a relative fair value allocation method. The Warrants are equity classified because they are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, permit the holders to receive a fixed number of common shares upon exercise, are indexed to the Company’s common stock and meet the equity classification criteria. In addition, such Warrants do not provide any guarantee of value or return. The Company valued the Warrants at issuance, concluding their sales price approximated their fair value, and allocated net proceeds from the sale proportionately to the common stock and Warrants, of which $ 87.7 million, net of issuance costs, was allocated to the Warrants and recorded as a component of additional paid-in-capital. In September 2021, the Company completed a PIPE financing transaction, in which it sold 5,000,000 shares of its common stock at a price of $ 11.00 per share pursuant to a securities purchase agreement entered into on September 16, 2021 (the “Second PIPE Financing”). The Company received aggregate net proceeds of approximately $ 52.7 million after deducting placement agent commissions and offering expenses payable by the Company. In connection with the issuance and sale of the common stock, the Company agreed to file a registration statement with the SEC registering the resale of the shares of common stock issued in the Second PIPE Financing. Common Stock Warrants As of September 30, 2021, the following warrants to purchase shares of the Company’s common stock were issued and outstanding: Issue Date Expiration Date Exercise Price Number of Warrants Outstanding December 28, 2020 None $ 3.34 17,919,971 During the three and nine months ended September 30, 2021, there were 9,560,748 warrants exercised resulting in the Company issuing 9,555,876 shares of common stock due to certain warrants being exercised on a cashless, net exercise basis. There were no warrants issued or outstanding for the nine months ended September 30, 2020. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation Award Incentive Plans In August 2015, the Company’s board of directors approved the 2015 Equity Incentive Plan (“2015 Plan”). In connection with the Company’s IPO and the effectiveness of the 2018 Award Incentive Plan (“2018 Plan”), discussed below, the 2015 Plan terminated, and no further awards will be granted under the 2015 Plan. The 92,815 shares of common stock that were then unissued and available for future issuance under the 2015 Plan became available under the 2018 Plan. In September 2018, the Company’s board of directors approved the 2018 Plan. Under the 2018 Plan, a total of 2,690,000 shares of common stock were initially reserved for issuance under the 2018 Plan, plus the number of shares remaining available for future awards under the 2015 Plan, as of the effective date of the 2018 Plan. The number of shares of common stock reserved for issuance under the 2018 Plan will automatically increase on January 1 of each year, beginning on January 1, 2019 and continuing through and including January 1, 2028, by 4 % of the total number of shares of the Company’s outstanding stock on December 31 of the preceding calendar year, or a lesser number of shares determined by the Company’s board of directors. The maximum number of shares that may be issued upon the exercise of stock options under the 2018 Plan is 45,000,000 . The Company’s board of directors has the authority to determine to whom options will be granted, the number of shares, the term, and the exercise price. If an individual owns stock representing 10 % or more of the outstanding shares, the price of each share shall be at least 110 % of the fair market value, as determined by the board of directors. Options granted have a term of up to 10 years and generally vest over a 4 -year period with a straight-line vesting. Material Features of the 2021 Employment Inducement Incentive Award Plan In April 2021, the Company’s board of directors adopted the 2021 Employment Inducement Incentive Award Plan (the “2021 Plan”), pursuant to Nasdaq Listing Rule 5635(c)(4). The principal purpose of the 2021 Plan is to promote the success and enhance the value of the Company by inducing new employees to commence employment with us, and by aligning the individual interests of new employees with the interests of our stockholders. Awards granted under the 2021 Plan are intended to constitute “employment inducement awards” under Nasdaq Listing Rule 5635(c)(4), and, therefore, the 2021 Plan is intended to be exempt from the Nasdaq Listing Rules regarding shareholder approval of stock option and stock purchase plans. A total of 790,400 shares of our common stock were initially reserved for issuance under the 2021 Plan. The 2021 Plan provides for the grant of non-qualified stock options, restricted stock units, restricted stock awards, stock appreciation rights, and other stock-based and cash-based awards. The 2021 Plan does not provide for the grant of incentive stock options. Awards under the 2021 Plan may be granted to eligible employees who are either new employees or who are commencing employment with us or one of our subsidiaries following a bona fide period of non-employment with us, and for whom such awards are granted as a material inducement to commencing employment with us or one of our subsidiaries. Awards under the 2021 Plan may not be granted to our consultants or non-employee directors. The 2021 Plan is administered by our board of directors and, to the extent our board of directors delegates its authority to it, our compensation committee. In the event of a change in control in which the successor corporation refuses to assume or substitute any outstanding award under the 2021 Plan, the vesting of such award will accelerate in full. Our board of directors may terminate, amend, or modify the 2021 Plan at any time, provided that no termination or amendment may materially impair any rights under any outstanding award under the 2021 Plan without the consent of the holder. Stock Option Activity A summary of the 2015 Plan, 2018 Plan and 2021 Plan activity is as follows: Options Outstanding Number of Number Weighted- Weighted- Aggregate Balance at December 31, 2020 3,108,412 4,166,441 $ 8.13 8.15 $ 2,092 Authorized 2,692,507 — Granted ( 2,165,450 ) 2,165,450 $ 11.93 Exercised — ( 638,692 ) $ 4.87 Cancelled 411,865 ( 411,865 ) $ 11.47 Balance at September 30, 2021 4,047,334 5,281,334 $ 9.82 8.32 $ 10,349 Vested and exercisable at 2,112,050 $ 8.47 7.34 $ 6,343 Vested and expected to vest at 4,847,632 $ 9.73 8.24 $ 9,810 For the nine months ended September 30, 2021 and 2020, the total intrinsic value of stock option awards exercised was $ 5.4 million and $ 0.8 million, respectively, determined at the date of option exercise, and the total cash received upon exercise of stock options was not significant for either period. The aggregate intrinsic value was calculated as the difference between the exercise prices of the underlying stock option awards and the estimated fair value of the common stock on the date of exercise. At September 30, 2021, $ 20.6 million of total unrecognized compensation cost related to non-vested employee and consultant options is expected to be recognized over a weighted-average period of 2.6 years. The total fair value of shares vested during the period ended September 30, 2021 was $ 1.9 million. Stock-based compensation expense and awards granted to non-employees were immaterial for the nine months ended September 30, 2021 and 2020. Restricted Stock Units We have granted restricted stock unit awards under the 2018 Equity Plan. Our restricted stock unit awards have a term of up to 10 years and generally vest over a 2 -year period. The following table summarizes our restricted stock unit activity during the nine months ended September 30, 2021: Number of Shares Weighted- Outstanding, unvested at December 31, 2020 — $ — Issued 880,600 $ 5.29 Vested — $ — Canceled/Forfeited ( 103,600 ) $ 5.29 Outstanding, unvested at September 30, 2021 777,000 $ 5.29 Stock-Based Compensation Expense Total stock-based compensation for all awards granted to employees, consultants and our 2018 Employee Stock Purchase Plan (“ESPP”), before taxes, is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development expenses $ 1,688 $ 1,133 $ 5,033 $ 3,387 General and administrative expenses 1,131 704 2,720 2,028 Total $ 2,819 $ 1,837 $ 7,753 $ 5,415 |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 11. Net Loss Per Common Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except for share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss $ ( 28,118 ) $ ( 26,073 ) $ ( 45,313 ) $ ( 78,147 ) Denominator: Weighted-average common shares outstanding, 77,775,497 37,750,145 76,837,503 37,268,318 Net loss per share, basic and diluted $ ( 0.36 ) $ ( 0.69 ) $ ( 0.59 ) $ ( 2.10 ) In December 2020, the Company issued and sold Warrants to purchase 27,480,719 shares of common stock at a nominal exercise price of $ 0.01 per share (see Note 9). During the three and nine months ended September 30, 2021, there were 9,560,748 warrants exercised resulting in the Company issuing 9,555,876 shares of common stock due to some warrants being exercised on a cashless, net exercise basis. As of September 30, 2021, there are 17,919,971 warrants outstanding. The shares of common stock into which the Warrants may be exercised are considered outstanding for the purposes of computing earnings per share, because the shares may be issued for little or no consideration, they are fully vested and they are immediately exercisable upon their issuance date. During a period of net loss, basic net loss per share is the same as diluted net loss per share, as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: September 30, 2021 2020 Options issued and outstanding and ESPP shares issuable and outstanding 5,281,474 4,624,285 Total 5,281,474 4,624,285 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events Subsequent to September 30, 2021, the Company issued an additional 3,731,840 shares of common stock through its ATM Offering Program resulting in net proceeds to the Company of approximately $ 33.9 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited and are comprised of the consolidation of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. The Company has no unconsolidated subsidiaries or investments accounted for under the equity method. The accompanying interim condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. The interim condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation for interim reporting. The results of operations for any interim period are not necessarily indicative of results of operations for any future period. Certain information and footnote disclosures typically included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2020, which are included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 11, 2021 . |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to preclinical and clinical study trial accruals, fair value of assets and liabilities, the fair value of right-of-use assets (“ROU Assets”) and lease liabilities, fair value of pre-funded warrants, revenue recognition, and the fair value of stock-based compensation awards. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and marketable securities. Cash, cash equivalents and marketable securities are invested through banks and other financial institutions in the United States. Such deposits may be in excess of federally insured limits. The Company maintains cash equivalents and marketable securities with various high-credit-quality and capitalized financial institutions. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company’s investment policy limits investments to certain types of securities issued by the U.S. government, its agencies, and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents and marketable securities and issuers of marketable securities to the extent recorded on the condensed consolidated balance sheets. As of September 30, 2021, the Company has no off-balance sheet concentrations of credit risk. |
Other Risks and Uncertainties | Other Risks and Uncertainties The Company is subject to a number of risks similar to those of other clinical-stage biotechnology companies, including dependence on key individuals; the need to develop commercially viable therapeutics; competition from other companies, many of which are larger and better capitalized; and the need to obtain adequate additional financing to fund the development of its products. The Company currently depends on third-party suppliers for key materials and services used in its research and development manufacturing process and is subject to certain risks related to the loss of these third-party suppliers or their inability to supply the Company with adequate materials and services. In March 2020, the World Health Organization declared the global novel coronavirus disease (“COVID-19”) outbreak a pandemic. To date, the Company’s business has not been materially impacted by the COVID-19 pandemic. However, the Company has experienced slowing of patient recruitment and sample collection in its ongoing clinical trials and cannot at this time predict the specific extent, duration, or full impact that the COVID-19 pandemic will have on its financial condition and operations, including ongoing and planned clinical trials. The impact of the COVID-19 pandemic on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related governmental advisories and restrictions. These developments and the impact of COVID-19 on the financial markets and the overall economy are highly uncertain. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results may be adversely affected. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash equivalents, which consist primarily of highly liquid investments with original maturities of three (3) months or less when purchased, are stated at fair value. These assets include investments in money market funds that invest in U.S. Treasury obligations and certificates of deposit, which are stated at fair value. The Company has issued letters of credit under certain lease agreements that have been collateralized by cash deposits for an equal amount and are recorded within deposits and other long-term assets on the condensed consolidated balance sheets based on the term of the underlying lease. Additionally, the Company’s restricted cash includes payments received under the Coalition for Epidemic Preparedness Innovations (“CEPI”) Funding Agreement, dated as of August 14, 2021 (the “CEPI Funding Agreement”) (see Note 8). The Company will utilize the CEPI funds as it incurs expenses for services performed under the CEPI Funding Agreement. The following table provides a reconciliation of cash, cash equivalents and short term and long term restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands): September 30, December 31, 2021 2020 Cash and cash equivalents $ 131,423 $ 170,056 Restricted cash 16,682 992 Total cash, cash equivalents and restricted cash $ 148,105 $ 171,048 |
Leases | Leases The Company determines whether the arrangement is or contains a lease at the inception of the arrangement and if such a lease is classified as a financing lease or operating lease. All of the Company’s leases are classified as operating leases. Leases with a term greater than one year are included in operating lease ROU Assets, lease liabilities, current portion, and lease liabilities, net of current portion in the Company’s condensed consolidated balance sheets at September 30, 2021 and December 31, 2020. The Company has elected not to recognize on the condensed consolidated balance sheets leases with terms of one year or less. Lease liabilities and their corresponding ROU Assets are recorded based on the present value of lease payments over the expected lease term. In determining the net present value of lease payments, the interest rate implicit in lease contracts is typically not readily determinable. As such, the Company estimates the appropriate incremental borrowing rate, which is the rate that would be incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the ROU Assets may be required for items such as initial direct costs paid or incentives received and impairment charges if we determine the ROU Asset is impaired. The Company considers a lease term to be the non-cancelable period that it has the right to use the underlying asset, including any periods where it is reasonably assured the Company will exercise the option to extend the contract. Periods covered by an option to extend are included in the lease term if the lessor controls the exercise of that option. The Company recognizes lease expense on a straight-line basis over the expected lease term. The Company has elected not to separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. The lease components resulting in a ROU Asset have been recorded on the condensed consolidated balance sheets and amortized as lease expense on a straight-line basis over the lease term. |
Revenue Recognition | Revenue Recognition The Company performs research and development under collaboration, license, grant, and clinical development agreements. The Company’s revenue primarily consists of collaboration agreements and grant agreements. At contract inception, the Company analyzes a revenue arrangement to determine the appropriate accounting under U.S. GAAP. Currently, the Company’s revenue arrangements represent customer contracts within the scope of ASC Topic 606, Revenue from Contracts with Customers (Topic 606) (“ASC 606”) or are subject to the contribution guidance in ASC Topic 958-605, Not-for-Profit Entities – Revenue Recognition (“ASC 958-605”), which applies to business entities that receive contributions within the scope of ASC 958-605. For collaboration agreements, the Company analyzes to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements that are considered to be in the scope of the collaboration guidance and that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of the collaboration guidance and those that are more reflective of a vendor-customer relationship and, therefore, within the scope of the revenue with contracts with customers guidance. Elements of collaboration arrangements that are reflective of a vendor-customer relationship are accounted for pursuant to the revenue from contracts with customers guidance. The terms of the licensing and collaboration agreements entered into typically include payment of one or more of the following: non-refundable, up-front fees; development, regulatory, and commercial milestone payments; payments for manufacturing supply services; and royalties on net sales of licensed products. Each of these payments results in license, collaboration and other revenues, except for revenues from royalties on net sales of licensed products, which are classified as royalty revenues. The core principle of the accounting for revenue from contracts with customers guidance is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s condensed consolidated balance sheets. If the related performance obligation is expected to be satisfied within the next twelve (12) months, this will be classified in current liabilities. Amounts recognized as revenue prior to receipt are recorded as contract assets in the Company’s condensed consolidated balance sheets. If the Company expects to have an unconditional right to receive consideration in the next twelve (12) months, this will be classified in current assets. A net contract asset or liability is presented for each contract with a customer. At contract inception, the Company assesses the goods or services promised in a contract with a customer and identifies those distinct goods and services that represent a performance obligation. A promised good or service may not be identified as a performance obligation if it is immaterial in the context of the contract with the customer, if it is not separately identifiable from other promises in the contract (either because it is not capable of being separated or because it is not separable in the context of the contract), or if the performance obligation does not provide the customer with a material right. The Company considers the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration will only be included in the transaction price when it is not considered constrained, which is when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If it is determined that multiple performance obligations exist, the transaction price is allocated at the inception of the agreement to all identified performance obligations, based on the relative standalone selling prices. The relative selling price for each performance obligation is estimated using objective evidence if it is available. If objective evidence is not available, the Company uses its best estimate of the selling price for the performance obligation. Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring a promised good or service to a customer. An asset is transferred when, or as, the customer obtains control of that asset, which for a service is considered to be as the services are received and used. The Company recognizes revenue over time by measuring the progress toward complete satisfaction of the relevant performance obligation, using an appropriate input or output method based on the nature of the good or service promised to the customer. After contract inception, the transaction price is reassessed at every period end and updated for changes, such as resolution of uncertain events. Any change in the transaction price is allocated to the performance obligations on the same basis as at contract inception. Management may be required to exercise considerable judgment in estimating revenue to be recognized. Judgment is required in identifying performance obligations, estimating the transaction price, estimating the stand-alone selling prices of identified performance obligations (which may include forecasted revenue, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success) and estimating the progress towards satisfaction of performance obligations. For grant funding agreements, grant revenue is recognized during the period that the research and development services occur, as qualifying expenses are incurred. The Company concluded that payments received under these grants represent nonreciprocal contributions, as described in ASC 958, Not-for-Profit Entities, and that the grants are not within the scope of ASC 606 as the organization providing the grant does not meet the definition of a customer. Grant revenue relates primarily to the CEPI Funding Agreement (see Note 8). |
Income Taxes | Income Taxes On March 18, 2020, the Families First Coronavirus Response Act (the “FFCR Act”), and on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) were each enacted in response to the COVID-19 pandemic. The FFCR Act and the CARES Act contain numerous income tax provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. On June 29, 2020, Assembly Bill 85 (“A.B. 85”) was signed into California law. A.B. 85 provides for a three-year suspension of the use of net operating losses for medium and large businesses and a three-year cap on the use of business incentive tax credits to offset no more than $ 5.0 million of tax per year. A.B. 85 suspends the use of net operating losses for taxable years 2020, 2021 and 2022 for certain taxpayers with taxable income of $ 1.0 million or more. The carryover period for any net operating losses that are suspended under this provision will be extended. A.B. 85 also requires that business incentive tax credits, including carryovers, may not reduce the applicable tax by more than $ 5.0 million for taxable years 2020, 2021 and 2022. The FFCR Act, CARES Act and A.B. 85 did not have a material impact on the Company’s condensed consolidated financial statements as of September 30, 2021; however, the Company continues to examine the impacts the FFCR Act, CARES Act and A.B. 85 may have on its business, results of operations, financial condition, liquidity and related disclosures. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASU 2020-06”). The standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the standard modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in ASU 2020-06 are effective for the Company as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but not earlier than fiscal years beginning after December 15, 2020. The Company does not expect the adoption of ASU 2020-06 to have a material impact on its condensed consolidated financial statements and related disclosures. In October 2020, the FASB issued ASU No. 2020- 10, Codification Improvements (“ASU 2020-10”). The standard contains improvements to the FASB Accounting Standards Codification (the “Codification”) by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the Codification. The standard also improves various topics in the Codification so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. The amendments in ASU 2020-10 are effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-10 to have a material impact on its condensed consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and short term and long term restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands): September 30, December 31, 2021 2020 Cash and cash equivalents $ 131,423 $ 170,056 Restricted cash 16,682 992 Total cash, cash equivalents and restricted cash $ 148,105 $ 171,048 |
Cash Equivalents and Marketab_2
Cash Equivalents and Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Cash And Cash Equivalents [Abstract] | |
Cash Equivalents and Marketable Securities | The amortized costs, unrealized gains and losses and fair values of cash equivalents and marketable securities were as follows (in thousands): September 30, 2021 Description Amortized Unrealized Unrealized Fair Cash equivalents: Money market funds $ 64,455 $ — $ — $ 64,455 Corporate debt securities 2,000 — — 2,000 Total cash equivalents 66,455 — — 66,455 Short-term marketable securities: Certificates of deposit 950 — — 950 Commercial paper 23,583 5 — 23,588 Corporate debt securities 14,273 1 ( 3 ) 14,271 U.S. treasuries 18,064 3 — 18,067 U.S. government debt securities 4,097 1 — 4,098 Asset backed securities 7,281 1 ( 1 ) 7,281 Total short-term marketable securities 68,248 11 ( 4 ) 68,255 Total $ 134,703 $ 11 $ ( 4 ) $ 134,710 December 31, 2020 Description Amortized Unrealized Unrealized Fair Cash equivalents: Money market funds $ 36,801 $ — $ — $ 36,801 Total cash equivalents 36,801 — — 36,801 Short-term marketable securities: U.S. treasuries 1,002 — — 1,002 Total short-term marketable securities 1,002 — — 1,002 Total $ 37,803 $ — $ — $ 37,803 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Assets Measured at Fair Value | The Company’s financial assets subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands): September 30, 2021 Description Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 64,455 $ 64,455 $ — $ — Corporate debt securities 2,000 — 2,000 — Total cash equivalents 66,455 64,455 2,000 — Short-term marketable securities: Certificates of deposit 950 — 950 — Commercial paper 23,588 — 23,588 — Corporate debt securities 14,271 — 14,271 — U.S. treasuries 18,067 18,067 — — U.S. government debt securities 4,098 — 4,098 — Asset backed securities 7,281 7,281 Total short-term marketable securities 68,255 18,067 50,188 — Total $ 134,710 $ 82,522 $ 52,188 $ — December 31, 2020 Description Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 36,801 $ 36,801 $ — $ — Total cash equivalents 36,801 36,801 — — Short-term marketable securities: U.S. treasuries 1,002 1,002 — — Total short-term marketable securities 1,002 1,002 — — Total $ 37,803 $ 37,803 $ — $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment and related accumulated depreciation and amortization are as follows (in thousands): September 30, December 31, 2021 2020 Computer equipment and software $ 971 $ 971 Furniture and fixtures 2,113 2,054 Laboratory equipment 24,677 22,213 Leasehold improvements 13,749 13,726 41,510 38,964 Less accumulated depreciation and amortization ( 21,693 ) ( 16,925 ) Construction-in-progress 1,520 66 Total property and equipment, net $ 21,337 $ 22,105 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Components of Lease Costs | The components of lease costs, which were included in our condensed consolidated statements of operations and comprehensive income (loss), were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Lease cost Operating lease cost $ 1,922 $ 1,906 $ 5,743 $ 5,621 Short-term lease cost — — — 8 Total lease cost $ 1,922 $ 1,906 $ 5,743 $ 5,629 |
Schedule of Supplemental Information Related to Leases | Supplemental information related to leases was as follows: Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of Operating cash flows from operating leases $ 5,902 $ 3,446 New right-of-use assets obtained in exchange for lease Operating leases $ 6,562 $ 3,174 Weighted-average remaining lease term (years): Operating leases 5.4 6.1 Weighted-average discount rate: Operating leases 7.3 % 9.0 % |
Schedule of Minimum Annual Rental Payments Under Operating Lease Agreements | As of September 30, 2021, minimum annual rental payments under the Company’s operating lease agreements are as follows (in thousands): Lease Financing Year ending December 31, 2021 (remaining three months) $ 2,024 2022 8,800 2023 9,834 2024 12,436 2025 10,504 Thereafter 69,777 Total minimum payments 113,375 Less: Amounts representing interest expense ( 6,960 ) Less: Amounts representing lease payments under the Boston Lease ( 79,113 ) Present value of future minimum lease payments 27,302 Less: Current portion of lease liability ( 7,458 ) Noncurrent portion of lease liability $ 19,844 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, 2021 2020 Prepaid research and development-related expenses $ 3,480 $ 2,584 Net contract asset 1,096 — Collaboration receivable 2,132 — Prepaid insurance 10 1,480 Interest and other receivables 196 8 Other 814 260 Total prepaid expenses and other current assets $ 7,728 $ 4,332 |
Schedule of Deposits and Other Long-Term Assets | Deposits and other long-term assets consist of the following (in thousands): September 30, December 31, 2021 2020 Lease security deposits $ 1,543 $ 1,218 Prepaid research and development-related expenses 521 518 Total deposits and other long-term assets $ 2,064 $ 1,736 |
Collaboration and License Agr_2
Collaboration and License Agreements and Grant Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Collaboration Agreement [Member] | Bluebird Bio Inc [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Schedule of Changes in Contract Asset and Deferred Revenue Balance | Changes in the deferred revenue balance during the nine months ended September 30, 2021 for the bluebird Collaboration Agreement are as follows (in thousands): Deferred Revenue Balance at December 31, 2020 $ 11,695 Additions — Deductions ( 2,130 ) Balance at September 30, 2021 $ 9,565 |
Collaboration, Option and License Agreement [Member] | Gilead Sciences Inc [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Schedule of Changes in Contract Asset and Deferred Revenue Balance | Changes in the contract asset and deferred revenue balance during the nine months ended September 30, 2021 for the Gilead Collaboration Agreement are as follows (in thousands): Contract Asset Deferred Revenue Balance at December 31, 2020 $ — $ — Additions 3,260 220 Deductions ( 2,164 ) ( 220 ) Balance at September 30, 2021 $ 1,096 $ — |
C E P I Funding Agreement [Member] | CEP Innovations [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Schedule of Changes in Contract Asset and Deferred Revenue Balance | Changes in the deferred revenue balance during the nine months ended September 30, 2021 for the CEPI Funding Agreement are as follows (in thousands): Deferred Revenue Balance at December 31, 2020 $ — Additions 11,282 Deductions ( 287 ) Balance at September 30, 2021 $ 10,995 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Issued and Outstanding Warrants to Purchase Shares of the Company's Common Stock | As of September 30, 2021, the following warrants to purchase shares of the Company’s common stock were issued and outstanding: Issue Date Expiration Date Exercise Price Number of Warrants Outstanding December 28, 2020 None $ 3.34 17,919,971 During the three and nine months ended September 30, 2021, there |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Options Activity | A summary of the 2015 Plan, 2018 Plan and 2021 Plan activity is as follows: Options Outstanding Number of Number Weighted- Weighted- Aggregate Balance at December 31, 2020 3,108,412 4,166,441 $ 8.13 8.15 $ 2,092 Authorized 2,692,507 — Granted ( 2,165,450 ) 2,165,450 $ 11.93 Exercised — ( 638,692 ) $ 4.87 Cancelled 411,865 ( 411,865 ) $ 11.47 Balance at September 30, 2021 4,047,334 5,281,334 $ 9.82 8.32 $ 10,349 Vested and exercisable at 2,112,050 $ 8.47 7.34 $ 6,343 Vested and expected to vest at 4,847,632 $ 9.73 8.24 $ 9,810 |
Summary of Restricted Stock Unit Activity | We have granted restricted stock unit awards under the 2018 Equity Plan. Our restricted stock unit awards have a term of up to 10 years and generally vest over a 2 -year period. The following table summarizes our restricted stock unit activity during the nine months ended September 30, 2021: Number of Shares Weighted- Outstanding, unvested at December 31, 2020 — $ — Issued 880,600 $ 5.29 Vested — $ — Canceled/Forfeited ( 103,600 ) $ 5.29 Outstanding, unvested at September 30, 2021 777,000 $ 5.29 |
Schedule of Stock Based Compensation Expense | Total stock-based compensation for all awards granted to employees, consultants and our 2018 Employee Stock Purchase Plan (“ESPP”), before taxes, is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Research and development expenses $ 1,688 $ 1,133 $ 5,033 $ 3,387 General and administrative expenses 1,131 704 2,720 2,028 Total $ 2,819 $ 1,837 $ 7,753 $ 5,415 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except for share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss $ ( 28,118 ) $ ( 26,073 ) $ ( 45,313 ) $ ( 78,147 ) Denominator: Weighted-average common shares outstanding, 77,775,497 37,750,145 76,837,503 37,268,318 Net loss per share, basic and diluted $ ( 0.36 ) $ ( 0.69 ) $ ( 0.59 ) $ ( 2.10 ) |
Computation of Potentially Anti-Dilutive Securities | During a period of net loss, basic net loss per share is the same as diluted net loss per share, as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: September 30, 2021 2020 Options issued and outstanding and ESPP shares issuable and outstanding 5,281,474 4,624,285 Total 5,281,474 4,624,285 |
Organization - Additional Infor
Organization - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Segment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||||
Number of operating segments | Segment | 1 | ||||
Net losses | $ 28,118 | $ 26,073 | $ 45,313 | $ 78,147 | |
Net cash used in operating activities | 26,899 | $ 63,885 | |||
Accumulated deficit | 371,615 | 371,615 | $ 326,302 | ||
Cash, cash equivalents and marketable securities | $ 199,700 | $ 199,700 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Cash And Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 131,423 | $ 170,056 |
Restricted cash | 16,682 | 992 |
Total cash, cash equivalents and restricted cash | $ 148,105 | $ 171,048 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | Jun. 29, 2020USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |
Use of net operating losses suspension period for medium and large business | 3 years |
Use of business incentive tax credits period cap | 3 years |
Taxable Years 2020, 2021 and 2022 [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Minimum amount of taxable income where use of net operating losses is suspended | $ 1 |
Taxable Years 2020, 2021 and 2022 [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Business incentive tax credits to offset against taxes | $ 5 |
Cash Equivalents and Marketab_3
Cash Equivalents and Marketable Securities - Schedule of Amortized Cost, Unrealized Gains and Losses and Fair Value of Cash Equivalent and Marketable Securities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | $ 131,423 | $ 170,056 |
Amortized Cost | 134,703 | 37,803 |
Unrealized Gains | 11 | 0 |
Unrealized Losses | (4) | 0 |
Fair Value | 134,710 | 37,803 |
Cash Equivalents [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 66,455 | 36,801 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 66,455 | 36,801 |
Cash Equivalents [Member] | Money Market Funds [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 64,455 | 36,801 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 64,455 | 36,801 |
Cash Equivalents [Member] | Corporate Debt Securities [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 2,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 2,000 | |
Short-Term Marketable Securities [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 68,248 | 1,002 |
Unrealized Gains | 11 | 0 |
Unrealized Losses | (4) | 0 |
Fair Value | 68,255 | 1,002 |
Short-Term Marketable Securities [Member] | Corporate Debt Securities [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 14,273 | |
Unrealized Gains | 1 | |
Unrealized Losses | (3) | |
Fair Value | 14,271 | |
Short-Term Marketable Securities [Member] | Certificates of Deposit [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 950 | |
Unrealized Gains | ||
Unrealized Losses | ||
Fair Value | 950 | |
Short-Term Marketable Securities [Member] | Commercial Paper [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 23,583 | |
Unrealized Gains | 5 | |
Unrealized Losses | ||
Fair Value | 23,588 | |
Short-Term Marketable Securities [Member] | U.S. Treasuries [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 18,064 | 1,002 |
Unrealized Gains | 3 | 0 |
Unrealized Losses | 0 | |
Fair Value | 18,067 | $ 1,002 |
Short-Term Marketable Securities [Member] | U.S. Government Debt Securities [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 4,097 | |
Unrealized Gains | 1 | |
Unrealized Losses | ||
Fair Value | 4,098 | |
Short-Term Marketable Securities [Member] | Asset Backed Securities [Member] | ||
Cash equivalents and marketable securities [Line Items] | ||
Amortized Cost | 7,281 | |
Unrealized Gains | 1 | |
Unrealized Losses | (1) | |
Fair Value | $ 7,281 |
Cash Equivalents and Marketab_4
Cash Equivalents and Marketable Securities - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021USD ($)Security | |
Cash equivalents and marketable securities [Line Items] | |
Realized gains or losses on marketable securities, description | no material realized gains or losses |
Number of individual securities in an unrealized loss position for 12 months or greater | Security | 0 |
Credit loss | $ | $ 0 |
Maximum [Member] | |
Cash equivalents and marketable securities [Line Items] | |
Marketable securities contractual maturities period | 1 year |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets Subject To Fair Value Measurements on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | $ 134,710 | $ 37,803 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 82,522 | 37,803 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 52,188 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 66,455 | 36,801 |
Cash Equivalents [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 64,455 | 36,801 |
Cash Equivalents [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 2,000 | |
Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 64,455 | 36,801 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 64,455 | 36,801 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 2,000 | |
Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 2,000 | |
Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Short-Term Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 68,255 | 1,002 |
Short-Term Marketable Securities [Member] | U.S. Government Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 4,098 | |
Short-Term Marketable Securities [Member] | Asset Backed Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 7,281 | |
Short-Term Marketable Securities [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 23,588 | |
Short-Term Marketable Securities [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 14,271 | |
Short-Term Marketable Securities [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 950 | |
Short-Term Marketable Securities [Member] | U.S. Treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 18,067 | 1,002 |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 18,067 | 1,002 |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | U.S. Government Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | U.S. Treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 18,067 | 1,002 |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 50,188 | |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | U.S. Government Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 4,098 | |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Asset Backed Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 7,281 | |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 23,588 | |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 14,271 | |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | 950 | |
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | U.S. Treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | U.S. Government Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value | ||
Short-Term Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | U.S. Treasuries [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets fair value |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Sep. 30, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets, Level 1 to Level 2 Transfers | $ 0 |
Fair Value, Liabilities, Level 1 to Level 2 Transfers | 0 |
Fair Value, Assets, Level 2 to Level 1 Transfers | 0 |
Fair Value, Liabilities, Level 2 to Level 1 Transfers | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment and Related Accumulated Depreciation and Amortization (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 41,510 | $ 38,964 |
Less accumulated depreciation and amortization | (21,693) | (16,925) |
Property, Plant and Equipment, Net, Total | 21,337 | 22,105 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 971 | 971 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,113 | 2,054 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 24,677 | 22,213 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 13,749 | 13,726 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Net, Total | $ 1,520 | $ 66 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 1,600 | $ 1,700 | $ 4,782 | $ 4,951 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Jan. 31, 2019USD ($)RenewalTerm | Sep. 30, 2018 | Mar. 31, 2017USD ($)ft² | Feb. 29, 2016 | Sep. 30, 2021USD ($) | Mar. 31, 2021 | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)RenewalTerm | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | May 31, 2019USD ($) | Sep. 30, 2017USD ($) | Feb. 28, 2016USD ($) | |
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Operating lease cash security deposit | $ 1,543,000 | $ 1,543,000 | $ 1,218,000 | ||||||||||
Operating lease right-of-use assets | 23,793,000 | 23,793,000 | 21,344,000 | ||||||||||
Lease liability | 27,302,000 | 27,302,000 | |||||||||||
Research and Development Expense | 24,396,000 | $ 22,050,000 | 71,324,000 | $ 65,807,000 | |||||||||
Contract Research Organization [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Maximum milestone payments | $ 34,800,000 | $ 36,400,000 | |||||||||||
Research and Development Expense | 0 | $ 0 | 0 | $ 0 | |||||||||
Emeryville lease [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Operating leasing term | 120 months | ||||||||||||
Operating leases number of renewal terms | RenewalTerm | 2 | ||||||||||||
Operating leasing renewal option to extend lease | 5 years | ||||||||||||
Operating lease cash security deposit | 600,000 | 600,000 | |||||||||||
Tenant improvement allowance | $ 4,000,000 | ||||||||||||
Operating lease right-of-use assets | 8,900,000 | 8,900,000 | 9,300,000 | ||||||||||
Lease liability | 14,100,000 | 14,100,000 | 14,800,000 | ||||||||||
Pleasanton Lease [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Operating leasing term | 64 months | ||||||||||||
Operating leasing renewal option to extend lease | 5 years | ||||||||||||
Tenant improvement allowance | $ 1,200,000 | $ 100,000 | |||||||||||
Operating lease right-of-use assets | 200,000 | 200,000 | 300,000 | ||||||||||
Lease liability | 300,000 | 300,000 | $ 400,000 | ||||||||||
Net rentable area | ft² | 42,620 | ||||||||||||
Lease expiration date | Nov. 30, 2024 | ||||||||||||
Letters of credit outstanding, amount | $ 1,000,000 | ||||||||||||
Withdrawal from irrevocable letters of credit | 0 | 0 | |||||||||||
Cambridge Lease [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Operating leasing term | 24 months | 17 months | 67 months | ||||||||||
Tenant improvement allowance | $ 2,100,000 | ||||||||||||
Operating lease right-of-use assets | $ 700,000 | $ 700,000 | |||||||||||
Operating lease termination date | 2023-01 | 2025-04 | |||||||||||
Storage space commenced | Apr. 1, 2021 | ||||||||||||
Boston Lease [Member] | |||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||
Operating leasing term | 120 months | 120 months | |||||||||||
Operating leases number of renewal terms | RenewalTerm | 2 | ||||||||||||
Operating leasing renewal option to extend lease | 5 years | 5 years | |||||||||||
Tenant improvement allowance | $ 19,100,000 | $ 19,100,000 | |||||||||||
Lease liability | 79,100,000 | 79,100,000 | |||||||||||
Letters of credit outstanding, amount | 4,600,000 | 4,600,000 | |||||||||||
Withdrawal from irrevocable letters of credit | 0 | 0 | |||||||||||
Restricted cash deposit | $ 4,700,000 | $ 4,700,000 | |||||||||||
Operations expected commenced date | 2022-11 | ||||||||||||
Lease expiration term | 2033-01 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Components of Lease Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lease cost | ||||
Operating lease cost | $ 1,922 | $ 1,906 | $ 5,743 | $ 5,621 |
Short-term lease cost | 8 | |||
Total lease cost | $ 1,922 | $ 1,906 | $ 5,743 | $ 5,629 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Supplemental Information Related to Leases (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities (in thousands): | ||
Operating cash flows from operating leases | $ 5,902 | $ 3,446 |
New right-of-use assets obtained in exchange for lease obligations (in thousands): | ||
Operating leases | $ 6,562 | $ 3,174 |
Weighted-average remaining lease term (years): | ||
Operating leases | 5 months 12 days | 6 months 3 days |
Weighted-average discount rate: | ||
Operating leases | 7.30% | 9.00% |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Minimum Annual Rental Payments Under Operating Lease Agreements (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2021 (remaining three months) | $ 2,024 | |
2022 | 8,800 | |
2023 | 9,834 | |
2024 | 12,436 | |
2025 | 10,504 | |
Thereafter | 69,777 | |
Total minimum payments | 113,375 | |
Less: Amounts representing interest expense | (6,960) | |
Less: Amounts representing lease payments under the Boston Lease | (79,113) | |
Present value of future minimum lease payments | 27,302 | |
Less: Current portion of lease liability | (7,458) | $ (5,874) |
Noncurrent portion of lease liability | $ 19,844 | $ 19,225 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid research and development-related expenses | $ 3,480 | $ 2,584 |
Net contract asset | 1,096 | 0 |
Collaboration receivable | 2,132 | 0 |
Prepaid insurance | 10 | 1,480 |
Interest and other receivables | 196 | 8 |
Other | 814 | 260 |
Total prepaid expenses and other current assets | $ 7,728 | $ 4,332 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Deposits and Other Long-Term Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Deposits And Other Long Term Assets Disclosure [Abstract] | ||
Lease security deposits | $ 1,543 | $ 1,218 |
Prepaid research and development-related expenses | 521 | 518 |
Total deposits and other long-term assets | $ 2,064 | $ 1,736 |
Collaboration and License Agr_3
Collaboration and License Agreements - Additional Information (Detail) - USD ($) | Aug. 14, 2021 | Jan. 31, 2021 | Oct. 31, 2019 | Oct. 31, 2018 | Sep. 30, 2018 | Aug. 31, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Oct. 31, 2020 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Preferred stock shares issued | 0 | 0 | 0 | |||||||||||
Number of common shares sold | 1,169,591 | |||||||||||||
Common stock, shares issued | 64,251,581 | 64,251,581 | 47,552,693 | |||||||||||
Research and development | $ 24,396,000 | $ 22,050,000 | $ 71,324,000 | $ 65,807,000 | ||||||||||
Restricted cash, current | 10,995,000 | 10,995,000 | ||||||||||||
Restricted Cash | 16,682,000 | 16,682,000 | 992,000 | |||||||||||
Maximum [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Proceeds From Issuance Of Common Stock | $ 75,000,000 | |||||||||||||
Collaboration Agreement [Member] | Bluebird Bio Inc [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Proceeds from non refundable upfront payment | $ 20,000,000 | |||||||||||||
Proceeds from issuance of preferred stock | $ 10,000,000 | |||||||||||||
Offering price per share | $ 15 | |||||||||||||
Proceeds From Issuance Of Common Stock | $ 10,000,000 | |||||||||||||
Number of common shares sold | 666,667 | |||||||||||||
Maximum development, regulatory, and commercial milestones | 1,200,000,000 | $ 1,200,000,000 | ||||||||||||
Collaboration agreement early termination notice period | 120 days | |||||||||||||
Early termination reduction of future milestone and royalty payments, description | Additionally, all of bluebird’s payment obligations that have not yet accrued related to future milestone and royalty payments will be reduced by 50% for the remainder of the agreement term. | |||||||||||||
Revenue recognition contract start month year | 2018-08 | |||||||||||||
Revenue recognition contract end month year | 2023-08 | |||||||||||||
Collaboration and license revenue | 800,000 | 800,000 | $ 2,100,000 | 1,900,000 | ||||||||||
Deferred revenue | 9,600,000 | 9,600,000 | 11,700,000 | |||||||||||
Contract assets | 0 | 0 | 0 | |||||||||||
Receivables | 0 | 0 | 0 | |||||||||||
Collaboration Agreement [Member] | Bluebird Bio Inc [Member] | Series C [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Preferred stock shares issued | 768,115 | |||||||||||||
Offering price per share | $ 13.04 | |||||||||||||
Collaboration Agreement [Member] | Arbutus Biopharma Corporation and Protiva Biotherapeutics Inc [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Maximum milestone consideration payable | 123,500,000 | 123,500,000 | ||||||||||||
Milestone payment included in research and development expense | $ 2,500,000 | $ 3,000,000 | ||||||||||||
Research and development | 0 | $ 0 | $ 0 | $ 0 | ||||||||||
Collaboration, Option and License Agreement [Member] | Gilead Sciences Inc [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Proceeds from non refundable upfront payment | $ 30,000,000 | |||||||||||||
Offering price per share | $ 25.65 | |||||||||||||
Proceeds From Issuance Of Common Stock | $ 30,000,000 | |||||||||||||
Collaboration agreement early termination notice period | 90 days | |||||||||||||
Early termination reduction of future milestone and royalty payments, description | Additionally, if terminated early by Gilead for convenience or by the Company for material breach or insolvency, all of Gilead’s payment obligations for reimbursable costs or for future milestone and royalty payments remain. If terminated early by Gilead for material breach or insolvency, all of Gilead’s unaccrued payment obligations related to future milestone and royalty payments will be reduced by 50% for the remainder of the agreement term. | |||||||||||||
Revenue recognition contract start month year | 2021-01 | |||||||||||||
Deferred revenue | 0 | $ 0 | 0 | |||||||||||
Contract assets | 1,096,000 | 1,096,000 | 0 | |||||||||||
Receivables | 2,100,000 | $ 2,100,000 | 0 | |||||||||||
Maximum aggregate contingent milestone payment | 685,000,000 | |||||||||||||
Proceeds from equity investment | $ 30,000,000 | |||||||||||||
Common stock fair value closing price per share | $ 18.10 | |||||||||||||
Non-refundable option fee | $ 40,000,000 | |||||||||||||
Collaboration agreement termination term | Gilead may terminate the Gilead Supply Agreement without cause by giving six months prior written notice and any active orders with 60-day notice without terminating the agreement, and either party may terminate based on an uncured material breach, insolvency of the other party, or in the event that the Gilead Collaboration Agreement is terminated. Upon termination, the Company will deliver all supply products that have been produced and destroy, reimburse or deliver materials that Gilead has reimbursed, and Gilead must pay for any manufacturing costs that the Company has actually incurred or committed to pay, including any cancellation costs owed to subcontractors. | |||||||||||||
Transaction price allocated to shares of common stock at fair value | $ 21,200,000 | |||||||||||||
Common stock, shares issued | 1,169,591 | |||||||||||||
Common stock purchase price in excess of fair value | $ 8,800,000 | |||||||||||||
Collaboration and license revenue | 1,600,000 | $ 4,100,000 | ||||||||||||
Deferred incremental costs | $ 100,000 | |||||||||||||
Collaboration, Option and License Agreement [Member] | Gilead Sciences Inc [Member] | License Revenue [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Collaboration and license revenue | 0 | $ 38,600,000 | ||||||||||||
Collaboration, Option and License Agreement [Member] | Gilead Sciences Inc [Member] | Minimum [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Revenue recognition contract end period | 2 years | |||||||||||||
Collaboration, Option and License Agreement [Member] | Gilead Sciences Inc [Member] | Maximum [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Revenue recognition contract end period | 4 years | |||||||||||||
Option and License and Development Agreement [Member] | Genevant Sciences GmbH [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Upfront payment | $ 2,000,000 | |||||||||||||
Amount to extend the option term | 1,000,000 | |||||||||||||
Option and License and Development Agreement [Member] | Genevant Sciences GmbH [Member] | Research and Development Expense [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Upfront payment | 2,000,000 | |||||||||||||
Option and License and Development Agreement [Member] | Genevant Sciences GmbH [Member] | Maximum [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Aggregate payment in specified development regulatory and commercial milestone | $ 71,000,000 | |||||||||||||
Payments for options to license for each indication | 1,500,000 | |||||||||||||
Non-Exclusive License and Development Agreement [Member] | Genevant Sciences GmbH [Member] | Research and Development Expense [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Upfront payments | 1,500,000 | 1,500,000 | $ 1,500,000 | |||||||||||
Maximum aggregate contingent milestone payments to be made by company | 191,000,000 | |||||||||||||
Milestone payments | $ 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||
CEPI Funding Agreement [Member] | Coalition for Epidemic Preparedness Innovations [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Deferred revenue | 10,995,000 | 10,995,000 | $ 0 | |||||||||||
Collaboration and license revenue | 200,000 | |||||||||||||
Initial funding development costs | $ 20,600,000 | |||||||||||||
First tranche of funding received | 11,300,000 | |||||||||||||
Restricted cash, current | $ 11,000,000 | $ 11,000,000 |
Collaboration and License Agr_4
Collaboration and License Agreements - Schedule of Changes in Contract Asset and Deferred Revenue Balance (Detail) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Research Collaboration and License Agreement [Member] | Bluebird Bio Inc [Member] | |
Deferred Revenue | |
Balance at December 31, 2020 | $ 11,695,000 |
Additions | 0 |
Deductions | 2,130,000 |
Balance at September 30, 2021 | 9,565,000 |
Collaboration, Option and License Agreement [Member] | Gilead Sciences Inc [Member] | |
Contract Asset | |
Balance at December 31, 2020 | 0 |
Additions | 3,260,000 |
Deductions | 2,164,000 |
Balance at September 30, 2021 | 1,096,000 |
Deferred Revenue | |
Balance at December 31, 2020 | 0 |
Additions | 220,000 |
Deductions | 220,000 |
Balance at September 30, 2021 | 0 |
C E P I Funding Agreement [Member] | Coalition for Epidemic Preparedness Innovations [Member] | |
Deferred Revenue | |
Balance at December 31, 2020 | 0 |
Additions | 11,282,000 |
Deductions | 287,000 |
Balance at September 30, 2021 | $ 10,995,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Dec. 28, 2020 | Jan. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Subsidiary Sale Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | ||||
Common stock, shares issued | 47,552,693 | 64,251,581 | 64,251,581 | 47,552,693 | ||||
Common stock, shares outstanding | 47,552,693 | 64,251,581 | 64,251,581 | 47,552,693 | ||||
Common stock voting rights | Holders of the Company’s common stock are entitled to one vote per share. | |||||||
Common stock, preferred stock, debt securities, warrants and units covered in Registration Statement | $ 250,000,000 | |||||||
Percentage of gross proceeds as underwriter compensation | 3.00% | |||||||
Maximum offering expense agreed to be reimbursed | $ 50,000 | |||||||
Stock Issued During Period Shares New Issues | 1,169,591 | |||||||
Warrant exercise price | $ 3.34 | $ 3.34 | ||||||
Issuance of pre-funded warrants, net of issuance costs | $ 87,700,000 | |||||||
Warrants exercised | 9,560,748 | 9,560,748 | ||||||
Warrants issued | $ 0 | |||||||
Warrants outstanding | 0 | |||||||
Common Stock [Member] | ||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||
Issuance of common stock for warrant exercises, Share | 9,555,876 | 9,555,876 | ||||||
Maximum [Member] | ||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||
Net proceeds from issuance of stock | $ 75,000,000 | |||||||
Amended and Restated Certificate of Incorporation [Member] | ||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
ATM Equity Offering Program [Member] | ||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||
Net proceeds from issuance of stock | $ 2,312,000 | $ 9,770,000 | $ 9,800,000 | |||||
Stock Issued During Period Shares New Issues | 225,165 | 1,160,193 | ||||||
ATM Equity Offering Program [Member] | Common Stock [Member] | ||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||
Stock Issued During Period Shares New Issues | 55,062 | 225,165 | 1,160,963 | |||||
Private Investment In Public Equity [Member] | Common Stock and Warrants [Member] | ||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||
Stock Issued During Period Shares New Issues | 4,043,127 | |||||||
Sale of common stock | 5,543,351 | |||||||
Shares issued price per share | $ 3.71 | $ 3.34 | $ 3.34 | |||||
Proceed from issuance of stock and pre-funded warrants | $ 119,800,000 | |||||||
Warrant exercise price | $ 0.01 | 0.01 | ||||||
Offering price per share | $ 3.33 | $ 3.33 | ||||||
Warrants to purchase shares of common stock | 27,480,719 | |||||||
Maximum percentage of common stock ownership to exercise warrant | 9.99% | |||||||
Private Investment In Public Equity [Member] | Common Stock [Member] | ||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||
Net proceeds from issuance of stock | $ 52,700,000 | |||||||
Stock Issued During Period Shares New Issues | 5,000,000 | 5,000,000 | ||||||
Shares issued price per share | $ 11 | $ 11 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Issued and Outstanding Warrants to Purchase Shares of the Company's Common Stock (Detail) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Equity [Abstract] | |
Issue Date | Dec. 28, 2020 |
Expiration Date | None |
Warrant exercise price | $ / shares | $ 3.34 |
Number of warrants outstanding | shares | 17,919,971 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Apr. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2018 | Aug. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares available for future issuance | 4,047,334 | 3,108,412 | ||||
Intrinsic value of stock option awards exercised | $ 5.4 | $ 0.8 | ||||
Unrecognized compensation cost related to non-vested employee and consultant options | $ 20.6 | |||||
Recognition period of unrecognized compensation cost related to non-vested employee and consultant | 2 years 7 months 6 days | |||||
Fair value of shares vested | $ 1.9 | |||||
Restricted Stock Unit Awards under 2018 Equity Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Option vesting period | 2 years | |||||
Share based compensation by shared based payment award, description | We have granted restricted stock unit awards under the 2018 Equity Plan. Our restricted stock unit awards have a term of up to 10 years and generally vest over a 2-year period. | |||||
Restricted Stock Unit Awards under 2018 Equity Plan | Maximum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Option granted expiration period | 10 years | |||||
2018 Award Incentive Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares available for future issuance | 2,690,000 | 92,815 | ||||
Increase in shares available for issuance | 4.00% | |||||
Maximum number of shares authorized | 45,000,000 | |||||
Minimum percentage of outstanding shares held by individual | 10.00% | |||||
Minimum percentage fair market value of share price | 110.00% | |||||
Option vesting period | 4 years | |||||
Share based compensation by shared based payment award, description | If an individual owns stock representing 10% or more of the outstanding shares, the price of each share shall be at least 110% of the fair market value, as determined by the board of directors. Options granted have a term of up to 10 years and generally vest over a 4-year period with a straight-line vesting. | |||||
2018 Award Incentive Plan [Member] | Maximum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Option granted expiration period | 10 years | |||||
2021 Employment Inducement Incentive Award Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares available for future issuance | 790,400 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Options Activity (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Number of Shares Available for Issuance | ||
Number of options beginning balance | 3,108,412 | |
Authorized | 2,692,507 | |
Granted | (2,165,450) | |
Exercised | 0 | |
Cancelled | 411,865 | |
Number of options ending balance | 4,047,334 | 3,108,412 |
Number of Shares | ||
Outstanding at beginning of period | 4,166,441 | |
Granted | 2,165,450 | |
Exercised | (638,692) | |
Cancelled | (411,865) | |
Outstanding at end of period | 5,281,334 | 4,166,441 |
Options Outstanding, Number of Shares, Vested and exercisable | 2,112,050 | |
Options Outstanding, Number of Shares, Vested and expected to vest | 4,847,632 | |
Weighted-Average Exercise Price | ||
Beginning Balance | $ / shares | $ 8.13 | |
Granted | $ / shares | 11.93 | |
Exercised | $ / shares | 4.87 | |
Cancelled | $ / shares | 11.47 | |
Ending Balance | $ / shares | 9.82 | $ 8.13 |
Weighted-Average Exercise Price, Vested and exercisable | $ / shares | 8.47 | |
Weighted-Average Exercise Price, Vested and expected to vest | $ / shares | $ 9.73 | |
Options Outstanding, Weighted-Average Remaining Contractual Term (in years) | 8 years 3 months 25 days | 8 years 1 month 24 days |
Options Outstanding, Weighted-Average Remaining Contractual Term, Vested and exercisable (in years) | 7 years 4 months 2 days | |
Options Outstanding, Weighted-Average Remaining Contractual Term, Vested and expected to vest (in years) | 8 years 2 months 26 days | |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 10,349 | $ 2,092 |
Options Outstanding, Aggregate Intrinsic Value, Vested and exercisable | $ | 6,343 | |
Options Outstanding, Aggregate Intrinsic Value, Vested and expected to vest | $ | $ 9,810 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Detail) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Number of Shares | |
Issued | shares | 880,600 |
Canceled/Forfeited | shares | (103,600) |
Outstanding, unvested ending balance | shares | 777,000 |
Weighted Average Grant Date Fair Value | |
Issued | $ / shares | $ 5.29 |
Canceled/Forfeited | $ / shares | 5.29 |
Outstanding, unvested ending balance | $ / shares | $ 5.29 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock Based Compensation Expense | $ 2,819 | $ 1,837 | $ 7,753 | $ 5,415 |
Research and Development Expense [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock Based Compensation Expense | 1,688 | 1,133 | 5,033 | 3,387 |
General and Administrative Expense [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock Based Compensation Expense | $ 1,131 | $ 704 | $ 2,720 | $ 2,028 |
Net Loss Per Common Share - Com
Net Loss Per Common Share - Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net Income Loss | $ (28,118) | $ (26,073) | $ (45,313) | $ (78,147) |
Denominator: | ||||
Weighted-average number of shares used in computing net loss per share, basic and diluted | 77,775,497 | 37,750,145 | 76,837,503 | 37,268,318 |
Net loss per share, basic and diluted | $ (0.36) | $ (0.69) | $ (0.59) | $ (2.10) |
Net Loss Per Common Share - Add
Net Loss Per Common Share - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Earnings Per Share Basic [Line Items] | |||||
Warrants exercised | 9,560,748 | 9,560,748 | |||
Stock issued upon exercise of stock options | $ 1,062 | $ 37 | $ 3,108 | $ 183 | |
Number of warrants outstanding | 17,919,971 | 17,919,971 | |||
Warrant [Member] | |||||
Earnings Per Share Basic [Line Items] | |||||
Issuance of common stock for warrant exercises, Share | 9,555,876 | 9,555,876 | |||
Common Stock and Pre-funded Warrants [Member] | |||||
Earnings Per Share Basic [Line Items] | |||||
Common stock called by warrants | 27,480,719 | ||||
Class of warrant nominal exercise price | $ 0.01 | ||||
Number of warrants outstanding | 17,919,971 | 17,919,971 |
Net Loss Per Common Share - C_2
Net Loss Per Common Share - Computation of Potentially Anti-dilutive Securities (Detail) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities that were not included in the diluted per share calculations | 5,281,474 | 4,624,285 |
Options Issued and Outstanding and ESPP Shares Issuable and Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities that were not included in the diluted per share calculations | 5,281,474 | 4,624,285 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Jan. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | |||||
Issuance of common stock, net of issuance costs, shares | 1,169,591 | ||||
At The Market Equity Offering Program [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of common stock, net of issuance costs, shares | 225,165 | 1,160,193 | |||
Net proceeds from issuance of stock | $ 2,312 | $ 9,770 | $ 9,800 | ||
Subsequent Event [Member] | At The Market Equity Offering Program [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of common stock, net of issuance costs, shares | 3,731,840 | ||||
Net proceeds from issuance of stock | $ 33,900 |