Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 09, 2024 | Jun. 30, 2023 | |
Document Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39527 | ||
Entity Interactive Data Current | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | PRLD | ||
Entity Registrant Name | PRELUDE THERAPEUTICS INC | ||
Entity Central Index Key | 0001678660 | ||
Entity Current Reporting Status | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-1384762 | ||
Entity Address, Address Line One | 175 Innovation Boulevard | ||
Entity Address, City or Town | Wilmington | ||
Entity Address, State or Province | DE | ||
Entity Address, Postal Zip Code | 19805 | ||
City Area Code | 302 | ||
Local Phone Number | 467-1280 | ||
Entity Common Stock, Shares Outstanding | 54,920,594 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Public Float | $ 77.1 | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Philadelphia, Pennsylvania | ||
Documents Incorporated by Reference | Portions of the Registrant’s Definitive Proxy Statement (“Proxy Statement”) relating to the 2024 Annual Meeting of Stockholders will be filed with the Commission within 120 days after the end of the Registrant’s 2023 fiscal year pursuant to Regulation 14A and is incorporated by reference into Part III of this Report. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K. |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 25,291 | $ 30,605 |
Marketable securities | 207,644 | 171,123 |
Prepaid expenses and other current assets | 2,654 | 2,652 |
Total current assets | 235,589 | 204,380 |
Restricted cash | 4,044 | 4,044 |
Property and equipment, net | 7,325 | 4,908 |
Right-of-use asset | 30,412 | 1,792 |
Prepaid expenses and other non-current assets | 295 | 5,376 |
Total assets | 277,665 | 220,500 |
Current liabilities: | ||
Accounts payable | 4,580 | 6,777 |
Accrued expenses and other current liabilities | 15,768 | 13,093 |
Operating lease liability | 1,481 | 1,832 |
Total current liabilities | 21,829 | 21,702 |
Other liabilities | 3,339 | 3,361 |
Operating lease liability | 15,407 | |
Total liabilities | 40,575 | 25,063 |
Commitments (note 8) | ||
Stockholders’ equity: | ||
Additional paid-in capital | 693,252 | 531,682 |
Accumulated other comprehensive income (loss) | 223 | (1,692) |
Accumulated deficit | (456,390) | (334,558) |
Total stockholders’ equity | 237,090 | 195,437 |
Total liabilities and stockholders’ equity | 277,665 | 220,500 |
Voting Common Stock | ||
Stockholders’ equity: | ||
Common stock | 4 | 4 |
Non-voting Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 1 | $ 1 |
BALANCE SHEETS (PARENTHETICAL)
BALANCE SHEETS (PARENTHETICAL) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Voting Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 487,149,741 | 487,149,741 |
Common stock, shares, issued | 42,063,995 | 36,496,994 |
Common stock, shares, outstanding | 42,063,995 | 36,496,994 |
Non-voting Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 12,850,259 | 12,850,259 |
Common stock, shares, issued | 12,850,259 | 11,402,037 |
Common stock, shares, outstanding | 12,850,259 | 11,402,037 |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 103,393 | $ 92,889 |
General and administrative | 28,884 | 30,651 |
Total operating expenses | 132,277 | 123,540 |
Loss from operations | (132,277) | (123,540) |
Other income, net | 10,445 | 8,102 |
Net loss | $ (121,832) | $ (115,438) |
Per share information: | ||
Net loss per share of common stock, basic | $ (2.02) | $ (2.44) |
Net loss per share of common stock, diluted | $ (2.02) | $ (2.44) |
Weighted average common shares outstanding, basic | 60,357,052 | 47,371,589 |
Weighted average common shares outstanding diluted | 60,357,052 | 47,371,589 |
Comprehensive loss | ||
Net loss | $ (121,832) | $ (115,438) |
Unrealized gain (loss) on marketable securities, net of tax | 1,915 | (981) |
Comprehensive loss | $ (119,917) | $ (116,419) |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock Voting Common Stock | Common Stock Non-voting Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2021 | $ 285,897 | $ 4 | $ 1 | $ 505,723 | $ (711) | $ (219,120) |
Beginning balance (shares) at Dec. 31, 2021 | 36,200,299 | 11,402,037 | ||||
Issuance of common stock upon exercise of stock options & vesting of RSUs | 389 | 389 | ||||
Issuance of common stock upon exercise of stock options & vesting of RSUs, (shares) | 222,905 | |||||
Issuance of common stock under ESPP | 426 | 426 | ||||
Issuance of common stock under ESPP, (shares) | 97,206 | |||||
Unrealized gain on marketable securities, net of tax | (981) | (981) | ||||
Stock-based compensation expense, net of forfeitures of restricted stock | 25,144 | 25,144 | ||||
Stock-based compensation expense, net of forfeitures of restricted stock (shares) | (23,416) | |||||
Net loss | (115,438) | (115,438) | ||||
Ending balance at Dec. 31, 2022 | 195,437 | $ 4 | $ 1 | 531,682 | (1,692) | (334,558) |
Ending balance (shares) at Dec. 31, 2022 | 36,496,994 | 11,402,037 | ||||
Issuance of common stock and prefunded warrants, net of issuance costs of $2.6 million | 135,290 | 135,290 | ||||
Issuance of common stock and prefunded warrants, net of issuance costs of $2.6 million (shares) | 5,312,978 | 1,448,222 | ||||
Issuance of common stock upon exercise of stock options & vesting of RSUs | 30 | 30 | ||||
Issuance of common stock upon exercise of stock options & vesting of RSUs, (shares) | 84,166 | |||||
Issuance of common stock under ESPP | 634 | 634 | ||||
Issuance of common stock under ESPP, (shares) | 169,857 | |||||
Unrealized gain on marketable securities, net of tax | 1,915 | 1,915 | ||||
Stock-based compensation expense, net of forfeitures of restricted stock | 25,616 | 25,616 | ||||
Net loss | (121,832) | (121,832) | ||||
Ending balance at Dec. 31, 2023 | $ 237,090 | $ 4 | $ 1 | $ 693,252 | $ 223 | $ (456,390) |
Ending balance (shares) at Dec. 31, 2023 | 42,063,995 | 12,850,259 |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (PARENTHETICAL) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Issuance costs | $ | $ 2.8 |
Shares withheld for employee taxes | shares | 3,983 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows used in operating activities: | ||
Net loss | $ (121,832) | $ (115,438) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,169 | 1,324 |
Noncash lease expense | 1,936 | 1,718 |
Stock-based compensation | 25,616 | 25,144 |
Amortization of premium and discount on marketable securities, net | (3,473) | 2,591 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (297) | (3,843) |
Accounts payable | (2,270) | (347) |
Accrued expenses and other liabilities | 2,522 | 6,833 |
Long-term prepaid expenses and other long-term assets | (8,810) | |
Operating lease liabilities | (1,624) | (1,711) |
Net cash used in operating activities | (107,063) | (83,729) |
Cash flows (used in) provided by investing activities: | ||
Purchases of marketable securities | (221,633) | (119,223) |
Proceeds from maturities of marketable securities | 190,500 | 203,933 |
Purchases of property and equipment | (3,513) | (3,019) |
Net cash (used in) provided by investing activities | (34,646) | 81,691 |
Cash flows provided by financing activities: | ||
Proceeds from issuance of common stock and pre-funded warrants, net of offering costs | 135,731 | |
Proceeds from issuance of common stock in connection with the exercise of stock options | 47 | 389 |
Proceeds from the issuance of common stock under ESPP | 634 | 426 |
Payment of withholding taxes related to stock-based compensation to employees | (17) | |
Net cash provided by financing activities | 136,395 | 815 |
Net decrease in cash and cash equivalents | (5,314) | (1,223) |
Cash, cash equivalents and restricted cash at beginning of year | 34,649 | 35,872 |
Cash, cash equivalents and restricted cash at end of year | 29,335 | 34,649 |
Supplemental disclosures: | ||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 16,680 | 1,803 |
Property and equipment in accounts payable | 163 | 90 |
Unrealized gain (loss) on marketable securities | 1,915 | $ (981) |
Offering costs in accrued expenses and other current liabilities | $ 131 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Prelude Therapeutics Incorporated (the “Company”) is a clinical-stage fully integrated oncology company built on a foundation of drug discovery excellence to deliver novel precision cancer medicines to underserved patients. Since beginning operations in 2016, the Company has devoted substantially all its efforts to research and development, conducting preclinical and clinical studies, recruiting management and technical staff, administration, and raising capital. |
Risks and Liquidity
Risks and Liquidity | 12 Months Ended |
Dec. 31, 2023 | |
Risks And Liquidity [Abstract] | |
Risks and Liquidity | 2. Risks and Liquidity The Company is subject to a number of risks common to early-stage companies in the biotechnology industry. Principal among these risks are the uncertainties in the development process, development of the same or similar technological innovations by competitors, protection of proprietary technology, dependence on key personnel, compliance with government regulations and approval requirements, and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive pre-clinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure, and extensive compliance-reporting capabilities. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s technology will be obtained, that any products developed will obtain necessary government regulatory approval, or that any approved products will be commercially viable. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and contractors. Since its inception, the Company has incurred operating losses and had an accumulated deficit of $ 456.4 million at December 31, 2023. The Company has no revenue to date and devotes its efforts to research and development. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its product candidates currently in development. The Company believes that its cash, cash equivalents and marketable securities as of December 31, 2023 will be sufficient to fund its operating expenses and capital expenditure requirements into 2026. To fund its operating expenses and capital expenditure requirements after that date, the Company plans to seek additional funding through public or private equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, the Company could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect its business prospects. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of the revisions are reflected in the accompanying financial statements in the period they are determined to be necessary. The most significant estimate relates to accrued clinical trial expenses. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash, cash equivalents, and marketable securities. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk beyond the normal credit risk associated with commercial banking relationships. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views and manages its operations as a single operating segment. Fair Value of Financial Instruments Management believes that the carrying amounts of the Company’s financial instruments, including cash, restricted cash, accounts payable, and accrued expenses, approximate fair value due to the short-term nature of these instruments. Cash, Cash Equivalents and Restricted cash The Company’s cash equivalents include short-term highly liquid investments with an original maturity of 90 days or less when purchased and are carried at fair value in the accompanying balance sheets. Restricted cash comprises a letter of credit with Silicon Valley Bank for the benefit of the landlord in connection with the Company’s new lease facility. See Note 8 (Commitments) for further details. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet that total to the amounts shown in the statement of cash flows: December 31, (in thousands) 2023 2022 Cash and cash equivalents $ 25,291 $ 30,605 Restricted cash 4,044 4,044 Total cash, cash equivalents, and restricted cash shown in statement of cash flows $ 29,335 $ 34,649 Marketable Securities The Company’s marketable securities consist of investments in corporate debt securities, United States, or U.S., government debt securities, and agency securities that are classified as available-for-sale. The securities are carried at fair value with the unrealized gains and losses, net of tax, included in accumulated other comprehensive income (loss), a component of stockholders’ equity. Realized gains and losses as well as credit losses, if any, on marketable securities are included in the Company’s statements of operations. The Company classifies marketable securities that are available for use in current operations as current assets on the balance sheets. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is recognized using the straight-line method over the estimated useful life of the asset, ranging from 5 - 7 years as follows: Fixed Asset Type Estimated useful life Lab equipment 5 years IT equipment 5 years Furniture and fixtures 7 years Leasehold improvements are amortized over the shorter of the estimated useful life of the assets or the remaining lease term. Expenditures for repairs and maintenance of assets are charged to expense as incurred, while major betterments are capitalized. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in the statements of operations. The Company reviews long-lived assets, such as property and equipment, for impairment when events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If indicators of impairment are present, the assets are tested for recoverability by comparing the carrying amount of the assets to the related estimated future undiscounted cash flows that the assets are expected to generate. If the expected cash flows are less than the carrying value of the asset, then the asset is considered to be impaired and its carrying value is written down to fair value, based on the related estimated discounted future cash flows. Leases The Company accounts for leases in accordance with ASC Topic 842, Leases. The Company's lease for office and laboratory space located in Wilmington, DE is classified as an operating lease. The lease results in an operating right-of-use (ROU) asset, a current operating lease liability, and a non-current operating lease liability in the balance sheet and has a remaining lease term of 162 months. The Company does not have any financing leases. Leases with a term of 12 months or less are considered short-term and a ROU asset and lease obligation are not recognized. ROU assets represent the right to use an underlying asset for the lease term and the lease liabilities represent an obligation to make lease payments arising from the lease, measured at the present value of the lease payments not yet paid discounted using the discount rate for the lease established at the lease commencement date. The operating lease ROU asset also includes any prepaid lease payments made. Lease expense is recognized over the expected lease term on a straight-line basis. Comprehensive loss Comprehensive loss includes net loss and certain changes in stockholders’ equity that are excluded from net loss. The Company’s comprehensive loss for the years ended December 31, 2023 and 2022 comprised net loss and unrealized gain or loss on marketable securities. Stock-Based Compensation The Company measures share-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. Estimating the fair value of share-based awards requires the input of subjective assumptions, including, for stock options, the expected life of the options and stock price volatility. The Company accounts for forfeitures for stock option awards as they occur. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in estimating the fair value of share-based awards represent management’s estimate and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different for future awards. The expected life of the stock options is estimated using the “simplified method”, as the Company has limited historical information from which to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is the midpoint between the vesting period and the contractual term of the option. For stock price volatility, the Company uses its own historical volatility along with comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected life of the option. Grant Income and Research and Development Tax Credits The Company recognizes grants related to income and Delaware research and development tax credits in other income, net in the statements of operations when the necessary qualifying conditions, as stated in the agreements, are met and all contingencies have been resolved. For the years ended December 31, 2023 and 2022 , the Company recorded other income of $ 1.5 million and $ 6.1 million, respectively. The Company recognizes grants related to assets as deferred income on the balance sheet. The deferred income is then recognized as grant income over the useful life of the related assets. Research and Development Research and development costs are expensed as incurred. Research and development expenses consist principally of personnel costs, including salaries, stock-based compensation, and benefits of employees, and other operational costs related to the Company’s research and development activities, including allocated facility-related expenses and external costs of outside vendors, such as clinical research organizations and clinical manufacturing organizations, and other direct and indirect costs. Management makes estimates of the Company’s accrued research and development expenses as of each balance sheet date in the Company’s financial statements based on facts and circumstances known to the Company at that time. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. Nonrefundable advance payments for goods and services, including fees for process development or manufacturing and distribution of clinical supplies that will be used in future research and development activities, are deferred and recognized as expense in the period that the related goods are consumed or services are performed. Income Taxes Income taxes are accounted for under the asset-and-liability method as required by FASB ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period corresponding to the enactment date. Under ASC 740, a valuation allowance is required when it is more likely than not all or some portion of the deferred tax assets will not be realized through generating sufficient future taxable income. FASB ASC Subtopic 740-10, Accounting for Uncertainty of Income Taxes , (“ASC 740-10”) defines the criterion an individual tax position must meet for any part of the benefit of the tax position to be recognized in financial statements prepared in conformity with GAAP. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not such tax position will be sustained on examination by the taxing authorities, based solely on the technical merits of the respective tax position. The tax benefits recognized in the financial statements from such a tax position should be measured based on the largest benefit having a greater than 50 % likelihood of being realized upon ultimate settlement with the tax authority. In accordance with the disclosure requirements of ASC 740-10, the Company’s policy on income statement classification of interest and penalties related to income tax obligations is to include such items as a component of income tax expense. Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period, including pre-funded warrants to purchase shares of common stock that were issued in a financing transaction in 2023 (Note 9). The weighted-average number of shares of common stock outstanding used in the basic net loss per share calculation does not include unvested restricted stock awards as these instruments are considered contingently issuable shares until they vest. Diluted net loss per share of common stock includes the effect, if any, from the potential exercise of securities, such as stock options, and the effect from unvested restricted stock awards and restricted stock units which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. The Company’s unvested restricted stock awards entitle the holder to participate in dividends and earnings of the Company, and, if the Company were to recognize net income, it would have to use the two-class method to calculate earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the unvested restricted stock awards have no obligation to fund losses. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: December 31, 2023 2022 Unvested restricted stock awards 27,008 201,716 Unvested restricted stock units 103,750 165,000 Stock options 11,898,446 9,390,930 12,029,204 9,757,646 Amounts in the above table reflect the common stock equivalents. Recently Issued Accounting Pronouncements Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. The Company will remain an emerging growth company until the earliest of (i) the last day of the Company's first fiscal year (a) in which the Company has total annual gross revenues of at least $ 1.235 billion, or (b) in which the Company is deemed to be a large accelerated filer, which means the market value of the Company's common stock that is held by non-affiliates exceeds $ 700.0 million as of the prior June 30, (ii) the date on which the Company has issued more than $ 1.0 billion in non-convertible debt securities during the prior three-year period and (iii) December 31, 2025. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU Update No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06) (“ ASU 2020-06 ”). ASU 2020-06 eliminated the beneficial conversion and cash conversion accounting models in ASC 470-20 which required separate accounting for embedded conversion features and simplified the settlement assessment to determine whether an instrument qualifies for equity classification. The Company early adopted the new standard on January 1, 2023 . The adoption did not have a material impact on the financial statement s. Accounting guidance not yet adopted In December 2023, the FASB issued ASU Updated No. 2023-09, Income Taxes - Improvements to Income Tax Disclosures . ASU 2023-09 requires enhanced income tax disclosures related to the rate reconciliation and income taxes paid information. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the impact of this standard but does not expect that it will have a material impact on the financial statements and related disclosures. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 4. Marketable Securities The following is a summary of the Company’s marketable securities as of December 31, 2023 and 2022. (in thousands) Amortized Cost Gross unrealized gain Gross unrealized loss Fair Value December 31, 2023: Marketable securities Agency securities $ 10,431 $ 19 $ — $ 10,450 Corporate debt securities 67,806 193 ( 20 ) 67,979 U.S. government securities 129,184 72 ( 41 ) 129,215 Total $ 207,421 $ 284 $ ( 61 ) $ 207,644 December 31, 2022: Marketable securities Corporate debt securities $ 163,208 $ 7 $ ( 1,672 ) $ 161,543 U.S. government securities 9,607 — ( 27 ) 9,580 Total $ 172,815 $ 7 $ ( 1,699 ) $ 171,123 The Company’s marketable securities generally have contractual maturity dates of 21 months or less. As of December 31, 2023 , the Company had 19 securities with a total fair market value of $ 75.6 million in an unrealized loss position. The Company believes that any unrealized losses associated with the decline in value of its securities is temporary and is primarily related to the change in market interest rates since purchase and believes that it is more likely than not that it will be able to hold its debt securities to maturity. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 5. Fair Value of Financial Instruments Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value determination in accordance with applicable accounting guidance requires that a number of significant judgments be made. Additionally, fair value is used on a nonrecurring basis to evaluate assets for impairment or as required for disclosure purposes by applicable accounting guidance on disclosures about fair value of financial instruments. Depending on the nature of the assets and liabilities, various valuation techniques and assumptions are used when estimating fair value. The Company follows the provisions of ASC 820, Fair Value Measurement, for financial assets and liabilities measured on a recurring basis. The guidance requires fair value measurements be classified and disclosed in one of the following three categories: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities. • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis: Fair value measurement at reporting date using (in thousands) Quoted prices Significant Significant December 31, 2023: Assets: Cash equivalents (Money Market Funds) $ 24,369 $ — $ — Marketable securities Agency securities 10,450 Corporate debt securities — 67,979 — U.S. government securities — 129,215 — Total $ 24,369 $ 207,644 $ — December 31, 2022: Assets: Cash equivalents (Money Market Funds) $ 25,996 $ — $ — Marketable securities Corporate debt securities — 161,543 — U.S. government securities — 9,580 — Total $ 25,996 $ 171,123 $ — |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment consisted of the following: December 31, (in thousands) 2023 2022 Lab equipment $ 6,643 $ 5,588 Leasehold improvements 1,582 875 IT equipment 470 40 Furniture and fixtures 1,858 87 Construction in progress 338 1,637 10,891 8,227 Less accumulated depreciation ( 3,566 ) ( 3,319 ) Property and equipment, net $ 7,325 $ 4,908 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, (in thousands) 2023 2022 Compensation and related benefits $ 9,157 $ 5,682 Research and development 5,666 6,887 Other 945 524 $ 15,768 $ 13,093 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 8. Commitments Leases The Company leased office and laboratory space in Wilmington, Delaware under a noncancelable lease (the “Lease”) for which the lease term ended on December 31, 2023. The discount rate used to account for the Company’s operating lease under ASC 842, Leases, was the Company’s estimated incremental borrowing rate of 9.5 %. In 2021, the Company entered into a lease agreement for office and lab space at Chestnut Run Plaza in Wilmington, Delaware (the “Chestnut Run Lease”). The premises includes approximately 81,000 rentable square feet and has an initial term of 162 months with 3 five-year extension options and certain expansion rights. Neither the option to extend nor the expansion rights were recognized as part of the Company's measurement of the ROU asset and operating lease liability as of December 31, 2023. Under the terms of the Chestnut Run Lease, the landlord provided an allowance towards the cost of completing tenant improvements for the premises. The Company concluded that the improvements resulting from both the landlord's build-out and the tenant improvements are the landlord's assets for accounting purposes. Costs incurred by the Company related to tenant improvements in excess of the landlord's allowance have been treated as prepaid rent and increased the right-of-use asset on the commencement date. The Chestnut Run Lease commenced for accounting purposes in December 2023 when the Company took control of the leased space. On the commencement date, the Company recorded approximately $ 30.6 million and $ 16.7 million of right-of-use asset and lease liability, respectively. The right-of-use asset includes approximately $ 13.9 million related to prepaid rent which was reclassified from long-term prepaid assets. The discount rate used to account for the Company’s operating lease under ASC 842, Leases, is the Company’s estimated incremental borrowing rate of 15.0 %. The Company's incremental borrowing rate reflects a collateralized borrowing with a similar term and amount as the Chestnut Run Lease. Lease cost for the year ended December 31, 2023 was $ 2.5 million, including $ 0.2 million of short-term lease cost. Lease cost for the year ended December 31, 2022 was $ 2.1 million, including $ 0.3 million of short-term lease cost. Cash paid for amounts included in the measurement of operating lease liabilities for the years ended December 31, 2023 and 2022 was $ 1.9 million and $ 1.8 million, respectively. As of December 31, 2023 t he estimated rent payments related to the Chestnut Run Lease are as follows: (in thousands) 2024 $ 1,615 2025 2,746 2026 2,979 2027 3,054 2028 3,130 Thereafter 29,635 The Company paid a security deposit in the form of a letter of credit with Silicon Valley Bank of $ 4.0 million which is included in the balance sheet as restricted cash as of December 31, 2023 and 2022 . The security deposit may be reduced to $ 0.5 million over time in accordance with the terms of the Chestnut Run Lease. In connection with the Company’s expansion of operations in the State of Delaware, the Company was approved for a grant from the State of Delaware in 2021 that will provide up to $ 5.5 million in reimbursements over three years for the development of lab space in addition to increasing jobs in Delaware to meet specific targeted levels through 2023 . During the third quarter of 2022, the Company was approved for an additional grant from the State of Delaware for the development of lab space in the amount of $ 1.0 million. In 2022, the Company received cash of $ 3.4 million from the grants for the development of lab space. The Company has met the minimum requirements stated in the grant agreement in order to not be required to pay back any portion of the $3.4 million disbursed. The Company has deferred the recognition of these grant funds as they relate to capitalized costs and has classified them as long-term liabilities on the balance sheet. In December 2023, the Company began to recognize the grant funds in other income and will continue to do so over the useful life of the related assets. If the Company leaves the State of Delaware within five years of the disbursement, the Company is required to return an amount equal to the amount of grant funds disbursed on a pro-rated basis. Employment Agreements The Company entered into employment agreements with key personnel providing for compensation and severance in certain circumstances, as defined in the respective employment agreements. 401(k) Defined Contribution Plan The Company sponsors a 401(k) defined‑contribution plan covering all employees. Participants are permitted to contribute up to 100 % of their eligible annual pretax compensation up to an established federal limit on aggregate participant contributions. The Company provides a match with a maximum amount of 3 % of the participant’s compensation. During the years ended December 31, 2023 and 2022 the Company made matching contributions of $ 0.7 million and $ 0.6 million, respectively. Research Collaboration Agreement In November 2023, the Company entered into a multi-year, multi-program agreement with AbCellera to jointly discover, develop, and commercialize novel oncology medicines for up to five programs. Under the terms of the agreement, AbCellera will lead manufacturing activities and the Company will lead clinical development and global commercialization, subject to AbCellera’s option to co-promote any resulting commercial products in the United States. If, at any point one party in the collaboration opts-out of future co-development cost sharing, that party will be entitled to a royalty from commercialization of the collaboration target, dependent on the proportion of their co-development contributions compared to the total development costs of a target as defined within the agreement. The Company concluded that the agreement with AbCellera will be accounted for under the scope of ASC 808 as both parties will actively participate in joint operating activities and are exposed to significant risks and rewards. Under ASC 808, certain transactions between collaborative arrangement participants should follow the accounting for revenue under ASC 606 when the collaborative arrangement participant is a customer for a distinct good or service. The Company determined that co-development arrangement as defined in our agreement with AbCellera does not meet the definition of a customer as defined by ASC 606. As a result, these activities will be accounted for as research and development costs. Costs related to the AbCellera collaboration were not material for the year ended December 31, 2023. Other Research and Development Arrangements The Company enters into agreements with CROs to assist in the performance of research and development activities. Expenditures to CROs will represent a significant cost in clinical development for the Company. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Common Stock | 9. Common Stock The Company has two classes of common stock; “voting common stock” and “non-voting common stock.” The holders of the voting common stock are entitled to one vote for each share of voting common stock held at all meetings of stockholders . Except as otherwise required by law, the holders of non-voting common stock shall not be entitled to vote at any meetings of stockholders (or written actions in lieu of meetings) and the shares of non-voting common stock shall not be included in determining the number of shares voting or entitled to vote on any matter. Unless required by law, there shall be no cumulative voting. Any holder of non-voting common stock may elect to convert each share of non-voting common stock into one fully paid and non-assessable share of voting common stock at any time by providing written notice to the Company; provided that as a result of such conversion, such holder, together with its affiliates and any members of a Schedule 13(d) group with such holder, would not beneficially own in excess of 9.99 % of the Company’s common stock immediately prior to and following such conversion, unless otherwise as expressly provided for in the Company’s restated certificate of incorporation. However, this ownership limitation may be increased (not to exceed 19.99 %) or decreased to any other percentage designated by such holder of non-voting common stock upon 61 days’ notice to the Company. 2023 financings During the second quarter of 2023, the Company sold 6,761,200 shares of its common stock which comprised of (i) 5,312,978 shares of its voting common stock and (ii) 1,448,222 shares of its non-voting common stock at a price of $ 5.75 per share and to certain investors in lieu of common stock, the Company sold pre-funded warrants to purchase 12,895,256 shares of voting common stock at a price of $ 5.7499 per pre-funded warrant, resulting in gross proceeds to the Company of $ 113.0 million. Of the voting common stock issued, 2,264,456 shares were purchased by the Company’s underwriters in connection with a 30-day option at a price of $ 5.75 per share. Offering costs of $ 2.6 million, of which $ 0.3 million were previously paid and deferred, were recorded to additional paid-in capital in the accompanying balance sheets, resulting in net proceeds of $ 110.4 million. During the fourth quarter of 2023, the Company sold in a private placement pre-funded warrants to purchase 7,936,759 shares of voting common stock at a price of $ 3.1499 per pre-funded warrant, resulting in net proceeds of $ 24.8 million after deducting offering costs of $ 0.2 million. The purchase price per share of each pre-funded warrant represents the per share offering price for the common stock, minus the $ 0.0001 per share exercise price of such pre-funded warrant. As of December 31, 2023, no pre-funded warrants had been exercised. The pre-funded 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 pre-funded warrants are equity classified because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock and (vi) meet the equity classification criteria. In addition, such pre-funded warrants do not provide any guarantee of value or return. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation The Company has two equity incentive plans: the 2016 Equity Incentive Plan, as amended, and the 2020 Equity Incentive Plan. New awards can only be granted under the 2020 Equity Incentive Plan (the “Plan”). The total number of shares initially authorized under the Plan was 4,680,000 , which was increased on January 1, 2021 and will automatically increase on January 1st of each year, continuing for ten years , in an amount equal to five percent of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year, subject to the discretion of the board of directors or compensation committee to determine a lesser number of shares shall be added for such year. At December 31, 2023 , 4,999,564 shares were available for future grants and on January 1, 2024, 2,745,712 shares were added to the Plan. The Plan provides for the granting of common stock, incentive stock options, nonqualified stock options, restricted stock awards, restricted stock units and/or stock appreciation rights to employees, directors, and other persons, as determined by the Company’s board of directors. The Company’s stock options vest based on the terms in each award agreement, generally over four-year periods with 25 % of options vesting after 1 year and then monthly thereafter, and have a term of ten years . The Company measures stock-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. The Company recorded stock-based compensation expense in the following expense categories in its accompanying statements of operations: Year Ended (in thousands) 2023 2022 Research and development $ 12,626 $ 11,549 General and administrative 12,990 13,595 $ 25,616 $ 25,144 Stock Options The following table summarizes stock option activity for the Plan in the years indicated: Number Weighted Weighted Outstanding at January 1, 2022 7,179,482 $ 15.36 8.66 Granted 3,884,429 $ 7.58 Exercised ( 217,905 ) $ 1.78 Forfeited ( 1,455,076 ) $ 17.84 Outstanding at December 31, 2022 9,390,930 $ 12.08 8.31 Granted 3,238,898 $ 6.68 Exercised ( 26,899 ) $ 1.78 Forfeited ( 704,483 ) $ 12.58 Outstanding at December 31, 2023 11,898,446 $ 10.60 7.77 Exercisable at December 31, 2023 6,084,483 $ 11.62 6.96 The aggregate intrinsic value of options exercised was $ 0.1 million and $ 1.1 million during the year ended December 31, 2023 and 2022, respectively. At December 31, 2023 , the aggregate intrinsic value of outstanding options and exercisable options was $ 4.9 million and $ 4.7 million, respectively. The following table summarizes information about stock options outstanding and exercisable at December 31, 2023 under the Plan: Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted Weighted Number Weighted $ 0.31 - $ 4.88 3,061,004 6.82 $ 2.80 2,400,106 $ 2.40 $ 4.89 - $ 7.50 3,905,574 8.99 6.57 366,158 5.83 $ 7.51 - $ 13.04 3,141,601 7.28 11.87 2,149,353 12.19 $ 13.05 - $ 88.98 1,790,267 7.56 30.51 1,168,866 31.32 11,898,446 6,084,483 The weighted-average grant date fair value of options granted was $ 4.87 and $ 5.49 per share for the years ended December 31, 2023 and 2022 , respectively. The Company recorded stock-based compensation expense of $ 24.6 million and $ 23.9 million for the years ended December 31, 2023 and 2022, respectively, related to stock options. As of December 31, 2023 , the total unrecognized compensation expense related to unvested stock option awards was $ 36.4 million, which the Company expects to recognize over a weighted-average period of 2.03 years. The fair value of each option was estimated on the date of grant using the weighted average assumptions in the table below: Year Ended 2023 2022 Expected volatility 83.57 % 84.67 % Risk-free interest rate 3.82 % 2.73 % Expected life (in years) 6.02 6.03 Expected dividend yield — — Restricted Stock Awards and Units The Company issues restricted stock awards (“RSA”) to employees that generally vest over a four-year period with 25 % of awards vesting after 1 year and then monthly thereafter. Any unvested shares will be forfeited upon termination of services. The fair value of an RSA is equal to the fair market value price of the Company’s common stock on the date of grant. RSA expense is recorded on a straight-line basis over the vesting period. The following table summarizes activity related to RSA stock-based payment awards: Number of Weighted- Unvested balance at January 1, 2022 611,608 $ 2.29 Vested ( 386,476 ) $ 2.05 Forfeited ( 23,416 ) $ 1.89 Unvested balance at December 31, 2022 201,716 $ 2.81 Vested ( 174,708 ) $ 2.74 Unvested balance at December 31, 2023 27,008 $ 3.26 The Company recorded stock-based compensation expense of $ 0.5 million and $ 0.8 million for the years ended December 31, 2023 and 2022, respectively, related to RSAs. As of December 31, 2023 , the total unrecognized expense related to all RSAs was $ 0.1 million, which the Company expects to recognize over a weighted-average period of 0.24 years. The Company issues restricted stock units (“RSU”) to employees that generally vest over a four-year period with 25 % of awards vesting after 1 year and then quarterly thereafter. Any unvested shares will be forfeited upon termination of services. The following table summarizes activity related to RSU stock-based payment awards: Number of Weighted- Outstanding at January 1, 2022 20,000 $ 18.32 Granted 150,000 $ 4.86 Forfeited ( 5,000 ) $ 18.32 Outstanding at December 31, 2022 165,000 $ 6.08 Vested ( 61,250 ) $ 5.96 Outstanding at December 31, 2023 103,750 $ 6.16 The Company recorded stock-based compensation expense of $ 0.3 million and $ 0.2 million for the years ended December 31, 2023 and 2022, respectively, related to RSUs. At December 31, 2023 the total unrecognized expense related to the RSUs was $ 0.6 million, which the Company expects to recognize over 2.12 years. Employee Stock Purchase Plan The Company has an Employee Stock Purchase Plan (the “ESPP”), which as of December 31, 2023 had 1,619,292 shares of common stock reserved for future issuance. The Company issued 169,857 shares under the ESPP in 2023 . The number of shares of the Company’s common stock that may be issued pursuant to rights granted under the ESPP shall automatically increase on January 1st of each year and continuing for ten years beginning in 2021, in an amount equal to one percent of the total number of shares of all classes of the Company’s common stock outstanding on December 31st of the preceding calendar year, subject to the discretion of the board of directors or compensation committee to determine a lesser number of shares shall be added for such year. As such, on January 1, 2024, 549,142 shares were added to the ESPP. Under the ESPP, eligible employees can purchase the Company’s common stock through accumulated payroll deductions at such times as are established by the compensation committee. Eligible employees may purchase the Company’s common stock at 85 % of the lower of the fair market value of the Company’s common stock on the first day of the offering period or on the last day of the offering period. Eligible employees may contribute up to 15 % of their eligible compensation. Under the ESPP, a participant may not accrue rights to purchase more than $ 25,000 worth of the Company’s common stock for each calendar year in which such right is outstanding. The ESPP is considered compensatory under the FASB stock compensation rules. Accordingly, share-based compensation expense is determined based on the option’s grant-date fair value as estimated by applying the Black Scholes option-pricing model and is recognized over the withholding period. The Company recognized share-based compensation expense of $ 0.3 million for both years ended December 31, 2023 and 2022 related to the ESPP. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows: December 31, (in thousands) 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 71,963 $ 66,067 Research and development credits 20,555 15,234 Research and development capitalization 39,867 19,900 Stock-based compensation 12,990 8,725 Accrued expense 2,539 1,190 Lease liabilities 4,715 511 Gross deferred tax assets 152,629 111,627 Less: valuation allowance ( 147,616 ) ( 111,053 ) Total deferred tax asset 5,013 574 Deferred tax liability Right-of-use assets ( 4,641 ) ( 500 ) Depreciation ( 372 ) ( 74 ) Total deferred tax liabilities ( 5,013 ) ( 574 ) Net deferred tax assets $ — $ — The deferred tax assets as of December 31, 2023 and 2022, includes capitalized research and development expenses of $ 39.9 million and $ 19.9 million, respectively. The Tax Cuts and Jobs Act passed in 2017 included a provision which requires taxpayers to capitalize and amortize U.S. based research development expenses over a period of five years and non-U.S. based research and development expenses over a period of 15 years effective for tax years beginning after December 31, 2021. In assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to allow for the realization of deferred tax assets. Based upon the historical and anticipated future losses, management has determined that the deferred tax assets do not meet the more likely than not threshold for realizability. Accordingly, a full valuation allowance has been recorded against the Company’s net deferred tax assets as of December 31, 2023 and December 31, 2022 . The valuation allowance increased by $ 36.6 million and $ 35.7 million during the years ended December 31, 2023 and 2022, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Year ended 2023 2022 Federal tax benefit at statutory rate ( 21.0 )% ( 21.0 )% State tax, net of federal benefit ( 6.6 ) ( 6.6 ) Permanent differences 1.1 0.8 Research and development ( 4.4 ) ( 3.5 ) Change in valuation allowance 30.0 30.9 Share-based compensation 0.9 - Other - ( 0.6 ) 0 % 0 % The following table summarizes carryforwards of federal and state net operating losses (“NOL”) and research tax credits: December 31, (in thousands) 2023 2022 NOL carryforwards - Federal $ 257,976 $ 236,898 NOL carryforwards - State 259,051 237,565 Research tax credits - Federal 20,521 15,201 Research tax credits - State 43 43 The NOL carryforwards begin expiring in 2036 for federal and Delaware state income tax purposes, however; all federal, Delaware state, and Kansas state NOL carryforwards generated subsequent to January 1, 2018, are able to be carried forward indefinitely. The NOL carryforwards begin expiring in 2037 and 2042 for Tennessee and Massachusetts, respectively. As of December 31, 2023 , the Company also had federal and Delaware research and development tax credit carryforwards of $ 20.5 million and $ 43 thousand, respectively, that will begin to expire in 2039 and 2031 , respectively, unless previously utilized. The NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. To date, the Company has not performed an analysis to determine whether or not ownership changes have occurred since inception. Delaware state NOLs may also be limited. As of December 31, 2023 , the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations. Due to NOL and tax credit carry-forwards that remain unutilized, income tax returns for all tax years remain subject to examination by the taxing jurisdictions. The NOL carryforwards remain subject to review until utilized. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of the revisions are reflected in the accompanying financial statements in the period they are determined to be necessary. The most significant estimate relates to accrued clinical trial expenses. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash, cash equivalents, and marketable securities. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk beyond the normal credit risk associated with commercial banking relationships. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views and manages its operations as a single operating segment. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Management believes that the carrying amounts of the Company’s financial instruments, including cash, restricted cash, accounts payable, and accrued expenses, approximate fair value due to the short-term nature of these instruments. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted cash The Company’s cash equivalents include short-term highly liquid investments with an original maturity of 90 days or less when purchased and are carried at fair value in the accompanying balance sheets. Restricted cash comprises a letter of credit with Silicon Valley Bank for the benefit of the landlord in connection with the Company’s new lease facility. See Note 8 (Commitments) for further details. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet that total to the amounts shown in the statement of cash flows: December 31, (in thousands) 2023 2022 Cash and cash equivalents $ 25,291 $ 30,605 Restricted cash 4,044 4,044 Total cash, cash equivalents, and restricted cash shown in statement of cash flows $ 29,335 $ 34,649 |
Marketable Securities | Marketable Securities The Company’s marketable securities consist of investments in corporate debt securities, United States, or U.S., government debt securities, and agency securities that are classified as available-for-sale. The securities are carried at fair value with the unrealized gains and losses, net of tax, included in accumulated other comprehensive income (loss), a component of stockholders’ equity. Realized gains and losses as well as credit losses, if any, on marketable securities are included in the Company’s statements of operations. The Company classifies marketable securities that are available for use in current operations as current assets on the balance sheets. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is recognized using the straight-line method over the estimated useful life of the asset, ranging from 5 - 7 years as follows: Fixed Asset Type Estimated useful life Lab equipment 5 years IT equipment 5 years Furniture and fixtures 7 years Leasehold improvements are amortized over the shorter of the estimated useful life of the assets or the remaining lease term. Expenditures for repairs and maintenance of assets are charged to expense as incurred, while major betterments are capitalized. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in the statements of operations. The Company reviews long-lived assets, such as property and equipment, for impairment when events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If indicators of impairment are present, the assets are tested for recoverability by comparing the carrying amount of the assets to the related estimated future undiscounted cash flows that the assets are expected to generate. If the expected cash flows are less than the carrying value of the asset, then the asset is considered to be impaired and its carrying value is written down to fair value, based on the related estimated discounted future cash flows. |
Leases | Leases The Company accounts for leases in accordance with ASC Topic 842, Leases. The Company's lease for office and laboratory space located in Wilmington, DE is classified as an operating lease. The lease results in an operating right-of-use (ROU) asset, a current operating lease liability, and a non-current operating lease liability in the balance sheet and has a remaining lease term of 162 months. The Company does not have any financing leases. Leases with a term of 12 months or less are considered short-term and a ROU asset and lease obligation are not recognized. ROU assets represent the right to use an underlying asset for the lease term and the lease liabilities represent an obligation to make lease payments arising from the lease, measured at the present value of the lease payments not yet paid discounted using the discount rate for the lease established at the lease commencement date. The operating lease ROU asset also includes any prepaid lease payments made. Lease expense is recognized over the expected lease term on a straight-line basis. |
Comprehensive Loss | Comprehensive loss Comprehensive loss includes net loss and certain changes in stockholders’ equity that are excluded from net loss. The Company’s comprehensive loss for the years ended December 31, 2023 and 2022 comprised net loss and unrealized gain or loss on marketable securities. |
Stock-Based Compensation | Stock-Based Compensation The Company measures share-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. Estimating the fair value of share-based awards requires the input of subjective assumptions, including, for stock options, the expected life of the options and stock price volatility. The Company accounts for forfeitures for stock option awards as they occur. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in estimating the fair value of share-based awards represent management’s estimate and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different for future awards. The expected life of the stock options is estimated using the “simplified method”, as the Company has limited historical information from which to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is the midpoint between the vesting period and the contractual term of the option. For stock price volatility, the Company uses its own historical volatility along with comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected life of the option. |
Grant Income and Research and Development Tax Credits | Grant Income and Research and Development Tax Credits The Company recognizes grants related to income and Delaware research and development tax credits in other income, net in the statements of operations when the necessary qualifying conditions, as stated in the agreements, are met and all contingencies have been resolved. For the years ended December 31, 2023 and 2022 , the Company recorded other income of $ 1.5 million and $ 6.1 million, respectively. The Company recognizes grants related to assets as deferred income on the balance sheet. The deferred income is then recognized as grant income over the useful life of the related assets. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Research and development expenses consist principally of personnel costs, including salaries, stock-based compensation, and benefits of employees, and other operational costs related to the Company’s research and development activities, including allocated facility-related expenses and external costs of outside vendors, such as clinical research organizations and clinical manufacturing organizations, and other direct and indirect costs. Management makes estimates of the Company’s accrued research and development expenses as of each balance sheet date in the Company’s financial statements based on facts and circumstances known to the Company at that time. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. Nonrefundable advance payments for goods and services, including fees for process development or manufacturing and distribution of clinical supplies that will be used in future research and development activities, are deferred and recognized as expense in the period that the related goods are consumed or services are performed. |
Income taxes | Income Taxes Income taxes are accounted for under the asset-and-liability method as required by FASB ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period corresponding to the enactment date. Under ASC 740, a valuation allowance is required when it is more likely than not all or some portion of the deferred tax assets will not be realized through generating sufficient future taxable income. FASB ASC Subtopic 740-10, Accounting for Uncertainty of Income Taxes , (“ASC 740-10”) defines the criterion an individual tax position must meet for any part of the benefit of the tax position to be recognized in financial statements prepared in conformity with GAAP. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not such tax position will be sustained on examination by the taxing authorities, based solely on the technical merits of the respective tax position. The tax benefits recognized in the financial statements from such a tax position should be measured based on the largest benefit having a greater than 50 % likelihood of being realized upon ultimate settlement with the tax authority. In accordance with the disclosure requirements of ASC 740-10, the Company’s policy on income statement classification of interest and penalties related to income tax obligations is to include such items as a component of income tax expense. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period, including pre-funded warrants to purchase shares of common stock that were issued in a financing transaction in 2023 (Note 9). The weighted-average number of shares of common stock outstanding used in the basic net loss per share calculation does not include unvested restricted stock awards as these instruments are considered contingently issuable shares until they vest. Diluted net loss per share of common stock includes the effect, if any, from the potential exercise of securities, such as stock options, and the effect from unvested restricted stock awards and restricted stock units which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. The Company’s unvested restricted stock awards entitle the holder to participate in dividends and earnings of the Company, and, if the Company were to recognize net income, it would have to use the two-class method to calculate earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the unvested restricted stock awards have no obligation to fund losses. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: December 31, 2023 2022 Unvested restricted stock awards 27,008 201,716 Unvested restricted stock units 103,750 165,000 Stock options 11,898,446 9,390,930 12,029,204 9,757,646 Amounts in the above table reflect the common stock equivalents. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. The Company will remain an emerging growth company until the earliest of (i) the last day of the Company's first fiscal year (a) in which the Company has total annual gross revenues of at least $ 1.235 billion, or (b) in which the Company is deemed to be a large accelerated filer, which means the market value of the Company's common stock that is held by non-affiliates exceeds $ 700.0 million as of the prior June 30, (ii) the date on which the Company has issued more than $ 1.0 billion in non-convertible debt securities during the prior three-year period and (iii) December 31, 2025. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU Update No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06) (“ ASU 2020-06 ”). ASU 2020-06 eliminated the beneficial conversion and cash conversion accounting models in ASC 470-20 which required separate accounting for embedded conversion features and simplified the settlement assessment to determine whether an instrument qualifies for equity classification. The Company early adopted the new standard on January 1, 2023 . The adoption did not have a material impact on the financial statement s. Accounting guidance not yet adopted In December 2023, the FASB issued ASU Updated No. 2023-09, Income Taxes - Improvements to Income Tax Disclosures . ASU 2023-09 requires enhanced income tax disclosures related to the rate reconciliation and income taxes paid information. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the impact of this standard but does not expect that it will have a material impact on the financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash and Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet that total to the amounts shown in the statement of cash flows: December 31, (in thousands) 2023 2022 Cash and cash equivalents $ 25,291 $ 30,605 Restricted cash 4,044 4,044 Total cash, cash equivalents, and restricted cash shown in statement of cash flows $ 29,335 $ 34,649 |
Schedule of Property Plant and Equipment Useful Life | Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is recognized using the straight-line method over the estimated useful life of the asset, ranging from 5 - 7 years as follows: Fixed Asset Type Estimated useful life Lab equipment 5 years IT equipment 5 years Furniture and fixtures 7 years |
Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted-average Shares of Common Stock Outstanding | The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: December 31, 2023 2022 Unvested restricted stock awards 27,008 201,716 Unvested restricted stock units 103,750 165,000 Stock options 11,898,446 9,390,930 12,029,204 9,757,646 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Securities | The following is a summary of the Company’s marketable securities as of December 31, 2023 and 2022. (in thousands) Amortized Cost Gross unrealized gain Gross unrealized loss Fair Value December 31, 2023: Marketable securities Agency securities $ 10,431 $ 19 $ — $ 10,450 Corporate debt securities 67,806 193 ( 20 ) 67,979 U.S. government securities 129,184 72 ( 41 ) 129,215 Total $ 207,421 $ 284 $ ( 61 ) $ 207,644 December 31, 2022: Marketable securities Corporate debt securities $ 163,208 $ 7 $ ( 1,672 ) $ 161,543 U.S. government securities 9,607 — ( 27 ) 9,580 Total $ 172,815 $ 7 $ ( 1,699 ) $ 171,123 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis: Fair value measurement at reporting date using (in thousands) Quoted prices Significant Significant December 31, 2023: Assets: Cash equivalents (Money Market Funds) $ 24,369 $ — $ — Marketable securities Agency securities 10,450 Corporate debt securities — 67,979 — U.S. government securities — 129,215 — Total $ 24,369 $ 207,644 $ — December 31, 2022: Assets: Cash equivalents (Money Market Funds) $ 25,996 $ — $ — Marketable securities Corporate debt securities — 161,543 — U.S. government securities — 9,580 — Total $ 25,996 $ 171,123 $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: December 31, (in thousands) 2023 2022 Lab equipment $ 6,643 $ 5,588 Leasehold improvements 1,582 875 IT equipment 470 40 Furniture and fixtures 1,858 87 Construction in progress 338 1,637 10,891 8,227 Less accumulated depreciation ( 3,566 ) ( 3,319 ) Property and equipment, net $ 7,325 $ 4,908 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, (in thousands) 2023 2022 Compensation and related benefits $ 9,157 $ 5,682 Research and development 5,666 6,887 Other 945 524 $ 15,768 $ 13,093 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Chestnut Run Lease | |
Schedule of Future Minimum Lease Payments Under Lease | he estimated rent payments related to the Chestnut Run Lease are as follows: (in thousands) 2024 $ 1,615 2025 2,746 2026 2,979 2027 3,054 2028 3,130 Thereafter 29,635 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense Recorded in Statements of Operations | The Company recorded stock-based compensation expense in the following expense categories in its accompanying statements of operations: Year Ended (in thousands) 2023 2022 Research and development $ 12,626 $ 11,549 General and administrative 12,990 13,595 $ 25,616 $ 25,144 |
Summary of Stock Option Activity | The following table summarizes stock option activity for the Plan in the years indicated: Number Weighted Weighted Outstanding at January 1, 2022 7,179,482 $ 15.36 8.66 Granted 3,884,429 $ 7.58 Exercised ( 217,905 ) $ 1.78 Forfeited ( 1,455,076 ) $ 17.84 Outstanding at December 31, 2022 9,390,930 $ 12.08 8.31 Granted 3,238,898 $ 6.68 Exercised ( 26,899 ) $ 1.78 Forfeited ( 704,483 ) $ 12.58 Outstanding at December 31, 2023 11,898,446 $ 10.60 7.77 Exercisable at December 31, 2023 6,084,483 $ 11.62 6.96 |
Summary of Information about Stock Options Outstanding | The following table summarizes information about stock options outstanding and exercisable at December 31, 2023 under the Plan: Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted Weighted Number Weighted $ 0.31 - $ 4.88 3,061,004 6.82 $ 2.80 2,400,106 $ 2.40 $ 4.89 - $ 7.50 3,905,574 8.99 6.57 366,158 5.83 $ 7.51 - $ 13.04 3,141,601 7.28 11.87 2,149,353 12.19 $ 13.05 - $ 88.98 1,790,267 7.56 30.51 1,168,866 31.32 11,898,446 6,084,483 |
Schedule of Fair Value of Each Option Estimated on Date of Grant Using Weighted Average Assumptions | The fair value of each option was estimated on the date of grant using the weighted average assumptions in the table below: Year Ended 2023 2022 Expected volatility 83.57 % 84.67 % Risk-free interest rate 3.82 % 2.73 % Expected life (in years) 6.02 6.03 Expected dividend yield — — |
Summary of Activity related to RSA Stock-Based Payment Awards | The following table summarizes activity related to RSA stock-based payment awards: Number of Weighted- Unvested balance at January 1, 2022 611,608 $ 2.29 Vested ( 386,476 ) $ 2.05 Forfeited ( 23,416 ) $ 1.89 Unvested balance at December 31, 2022 201,716 $ 2.81 Vested ( 174,708 ) $ 2.74 Unvested balance at December 31, 2023 27,008 $ 3.26 |
Summary of Activity related to RSU Stock-Based Payment Awards | The following table summarizes activity related to RSU stock-based payment awards: Number of Weighted- Outstanding at January 1, 2022 20,000 $ 18.32 Granted 150,000 $ 4.86 Forfeited ( 5,000 ) $ 18.32 Outstanding at December 31, 2022 165,000 $ 6.08 Vested ( 61,250 ) $ 5.96 Outstanding at December 31, 2023 103,750 $ 6.16 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows: December 31, (in thousands) 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 71,963 $ 66,067 Research and development credits 20,555 15,234 Research and development capitalization 39,867 19,900 Stock-based compensation 12,990 8,725 Accrued expense 2,539 1,190 Lease liabilities 4,715 511 Gross deferred tax assets 152,629 111,627 Less: valuation allowance ( 147,616 ) ( 111,053 ) Total deferred tax asset 5,013 574 Deferred tax liability Right-of-use assets ( 4,641 ) ( 500 ) Depreciation ( 372 ) ( 74 ) Total deferred tax liabilities ( 5,013 ) ( 574 ) Net deferred tax assets $ — $ — |
Schedule of Reconciliation of the Federal Income tax Rate to Effective Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Year ended 2023 2022 Federal tax benefit at statutory rate ( 21.0 )% ( 21.0 )% State tax, net of federal benefit ( 6.6 ) ( 6.6 ) Permanent differences 1.1 0.8 Research and development ( 4.4 ) ( 3.5 ) Change in valuation allowance 30.0 30.9 Share-based compensation 0.9 - Other - ( 0.6 ) 0 % 0 % |
Schedule of Federal and State Net Operating Losses and Research Tax Credits | The following table summarizes carryforwards of federal and state net operating losses (“NOL”) and research tax credits: December 31, (in thousands) 2023 2022 NOL carryforwards - Federal $ 257,976 $ 236,898 NOL carryforwards - State 259,051 237,565 Research tax credits - Federal 20,521 15,201 Research tax credits - State 43 43 |
Risks and Liquidity - Additiona
Risks and Liquidity - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Risks And Liquidity [Abstract] | ||
Accumulated deficit | $ (456,390) | $ (334,558) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 25,291 | $ 30,605 |
Restricted cash | 4,044 | 4,044 |
Total cash, cash equivalents, and restricted cash shown in statement of cash flows | $ 29,335 | $ 34,649 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||
Change in accounting principle, ASU, adopted | true | |
Change in accounting principle, ASU, adoption date | Jan. 01, 2023 | |
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate202006Member | |
Other income | $ 10,445 | $ 8,102 |
Remaining lease term | 162 months | |
Lessee finance lease description | The Company does not have any financing leases. | |
Research and Development Tax Credits | ||
Summary of Significant Accounting Policies [Line Items] | ||
Other income | $ 1,500 | $ 6,100 |
Minimum | ||
Summary of Significant Accounting Policies [Line Items] | ||
Property, plant and equipment, useful life | 5 years | |
Property, Plant and Equipment, Depreciation Method [Extensible Enumeration] | us-gaap:UsefulLifeTermOfLeaseMember | |
Maximum | ||
Summary of Significant Accounting Policies [Line Items] | ||
Property, plant and equipment, useful life | 7 years | |
Property, Plant and Equipment, Depreciation Method [Extensible Enumeration] | us-gaap:UsefulLifeTermOfLeaseMember | |
Percentage of tax benefit recognized upon settlement | 50% | |
Emerging growth revenue | $ 1,235,000 | |
Common stock held by non-affiliates | 700,000 | |
Maximum | Non-Convertible Debt Securities [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Emerging growth debt | $ 1,000,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Property Plant and Equipment Useful Life (Details) | Dec. 31, 2023 |
Lab equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
IT equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted-average Shares of Common Stock Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 12,029,204 | 9,757,646 |
Unvested Restricted Stock Awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 27,008 | 201,716 |
Unvested Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 103,750 | 165,000 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 11,898,446 | 9,390,930 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Marketable Securities [Line Items] | ||
Marketable securities, Amortized cost | $ 207,421 | $ 172,815 |
Marketable securities, Gross unrealized gain | 284 | 7 |
Marketable securities, Gross unrealized loss | (61) | (1,699) |
Marketable securities, Fair value | 207,644 | 171,123 |
Agency Securities | ||
Marketable Securities [Line Items] | ||
Marketable securities, Amortized cost | 10,431 | |
Marketable securities, Gross unrealized gain | 19 | |
Marketable securities, Fair value | 10,450 | |
Corporate Debt Securities | ||
Marketable Securities [Line Items] | ||
Marketable securities, Amortized cost | 67,806 | 163,208 |
Marketable securities, Gross unrealized gain | 193 | 7 |
Marketable securities, Gross unrealized loss | (20) | (1,672) |
Marketable securities, Fair value | 67,979 | 161,543 |
U.S. Government Securities | ||
Marketable Securities [Line Items] | ||
Marketable securities, Amortized cost | 129,184 | 9,607 |
Marketable securities, Gross unrealized gain | 72 | |
Marketable securities, Gross unrealized loss | (41) | (27) |
Marketable securities, Fair value | $ 129,215 | $ 9,580 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) $ in Millions | Dec. 31, 2023 USD ($) Security |
Investments, Debt and Equity Securities [Abstract] | |
Number of marketable securities | Security | 19 |
Securities fair market value unrealized loss position | $ | $ 75.6 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurement, assets | $ 207,644 | $ 171,123 |
Agency Securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurement, assets | 10,450 | |
Corporate Debt Securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurement, assets | 67,979 | 161,543 |
U.S. Government Securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurement, assets | 129,215 | 9,580 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurement, assets | 24,369 | 25,996 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money Market Funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurement, assets | 24,369 | 25,996 |
Recurring basis | Significant other observable inputs (Level 2) | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurement, assets | 207,644 | 171,123 |
Recurring basis | Significant other observable inputs (Level 2) | Agency Securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurement, assets | 10,450 | |
Recurring basis | Significant other observable inputs (Level 2) | Corporate Debt Securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurement, assets | 67,979 | 161,543 |
Recurring basis | Significant other observable inputs (Level 2) | U.S. Government Securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value measurement, assets | $ 129,215 | $ 9,580 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 10,891 | $ 8,227 |
Less accumulated depreciation | (3,566) | (3,319) |
Property and equipment, net | 7,325 | 4,908 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,643 | 5,588 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,582 | 875 |
IT equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 470 | 40 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,858 | 87 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 338 | $ 1,637 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Compensation and related benefits | $ 9,157 | $ 5,682 |
Research and development | 5,666 | 6,887 |
Other | 945 | 524 |
Accrued expenses and other current liabilities | $ 15,768 | $ 13,093 |
Commitments - Additional Inform
Commitments - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) ft² Extension | Dec. 31, 2022 USD ($) | |
Other Commitments [Line Items] | |||
Operating lease estimated incremental borrowing rate percent | 9.50% | ||
Right-of-use asset | $ 30,412 | $ 1,792 | |
Lease cost | 2,500 | 2,100 | |
Short-term lease cost | 200 | 300 | |
Cash paid in the measurement of operating lease liabilities | 1,900 | 1,800 | |
Reimbursements for development of lab space | $ 5,500 | ||
Reimbursements for development of lab space period | 3 years | ||
Reimbursements for development of lab space expiration year | 2023 | ||
Additional grant for development of lab space | $ 1,000 | ||
Grant for development of lab space | $ 3,400 | ||
Defined contribution plan, maximum annual contributions per employee, percent | 100% | ||
Defined contribution plan, employer matching contribution, percent of employee's gross pay | 3% | ||
Defined contribution plan, employer discretionary contribution amount | $ 700 | 600 | |
Research and development | $ 103,393 | $ 92,889 | |
Chestnut Run Lease | |||
Other Commitments [Line Items] | |||
Lease renewal period | 5 years | ||
Operating lease estimated incremental borrowing rate percent | 15% | ||
Area of lease premises | ft² | 81,000 | ||
Initial term of lease | 162 months | ||
Number of lease extensions | Extension | 3 | ||
Prepaid rent | $ 13,900 | ||
Right-of-use asset | 30,600 | ||
Lease liability | 16,700 | ||
Chestnut Run Lease | Letter of Credit | Pro Forma | |||
Other Commitments [Line Items] | |||
Security deposit | 500 | ||
Chestnut Run Lease | Letter of Credit | Silicon Valley Bank | |||
Other Commitments [Line Items] | |||
Security deposit | $ 4,000 | $ 4,000 |
Commitments - Schedule of Futur
Commitments - Schedule of Future Minimum Lease Payments Under Lease (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Lease Liability [Line Items] | ||
Operating lease liability | $ 1,481 | $ 1,832 |
Chestnut Run Lease | ||
Lease Liability [Line Items] | ||
2024 | 1,615 | |
2025 | 2,746 | |
2026 | 2,979 | |
2027 | 3,054 | |
2028 | 3,130 | |
Thereafter | $ 29,635 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | |
Class Of Stock [Line Items] | |||
Gross proceeds from issuance of common stock and prefunded warrants | $ 113 | ||
Offering costs | $ 0.2 | 2.6 | $ 0.2 |
Offering costs previously paid and deferred | 0.3 | ||
Net proceeds from issuance | $ 24.8 | $ 110.4 | |
Pre-Funded Warrants | |||
Class Of Stock [Line Items] | |||
Warrants exercise price per share | $ 0.0001 | $ 0.0001 | |
Warrants exercised | 0 | 0 | |
Pre-Funded Warrants | Voting Common Stock | |||
Class Of Stock [Line Items] | |||
Shares issued price per share | $ 5.7499 | ||
Warrants to purchase common stock | 12,895,256 | ||
Pre-Funded Warrants | Voting Common Stock | Private Placement | |||
Class Of Stock [Line Items] | |||
Shares issued price per share | $ 3.1499 | $ 3.1499 | |
Warrants to purchase common stock | 7,936,759 | 7,936,759 | |
Common Stock | |||
Class Of Stock [Line Items] | |||
Common stock, voting rights | The holders of the voting common stock are entitled to one vote for each share of voting common stock held at all meetings of stockholders | ||
Number of shares sold | 6,761,200 | ||
Shares issued price per share | $ 5.75 | ||
Common Stock | Minimum | |||
Class Of Stock [Line Items] | |||
Beneficial ownership percentage | 9.99% | ||
Common Stock | Maximum | |||
Class Of Stock [Line Items] | |||
Beneficial ownership percentage | 19.99% | ||
Common Stock | Voting Common Stock | |||
Class Of Stock [Line Items] | |||
Number of shares sold | 5,312,978 | ||
Shares issued during period | 2,264,456 | 5,312,978 | |
Common Stock | Non-voting Common Stock | |||
Class Of Stock [Line Items] | |||
Number of shares sold | 1,448,222 | ||
Shares issued during period | 1,448,222 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) Plan $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Jan. 01, 2024 shares | Dec. 31, 2020 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of equity incentive plans | Plan | 2 | |||
Aggregate intrinsic value of outstanding options | $ 4,900,000 | |||
Aggregate intrinsic value of exercisable options | 4,700,000 | |||
Stock-based compensation expense | $ 25,616,000 | $ 25,144,000 | ||
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average grant date fair value of options granted | $ / shares | $ 4.87 | $ 5.49 | ||
Aggregate intrinsic value of options exercised | $ 100,000 | $ 1,100,000 | ||
Stock-based compensation expense | 24,600,000 | 23,900,000 | ||
Total unrecognized compensation expense related to unvested stock option awards | $ 36,400,000 | |||
Total unrecognized compensation expense, weighted-average period | 2 years 10 days | |||
Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Stock-based compensation expense | $ 500,000 | 800,000 | ||
Total unrecognized compensation expense, weighted-average period | 2 months 26 days | |||
Share-based payment arrangement, nonvested award, unrecognized expense | $ 100,000 | |||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Stock-based compensation expense | $ 300,000 | 200,000 | ||
Total unrecognized compensation expense, weighted-average period | 2 years 1 month 13 days | |||
Share-based payment arrangement, nonvested award, unrecognized expense | $ 600,000 | |||
2020 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized | shares | 4,680,000 | |||
Number of shares available for future grants | shares | 4,999,564 | |||
Terms of award | The total number of shares initially authorized under the Plan was 4,680,000, which was increased on January 1, 2021 and will automatically increase on January 1st of each year, continuing for ten years, in an amount equal to five percent of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year, subject to the discretion of the board of directors or compensation committee to determine a lesser number of shares shall be added for such year. | |||
Award term | 10 years | |||
Percentage of shares outstanding used to calculate annual increase in number of shares that can be issued | 5% | |||
2020 Equity Incentive Plan | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
2020 Equity Incentive Plan | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
2020 Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available for future grants | shares | 1,619,292 | |||
Terms of award | The number of shares of the Company’s common stock that may be issued pursuant to rights granted under the ESPP shall automatically increase on January 1st of each year and continuing for ten years beginning in 2021, in an amount equal to one percent of the total number of shares of all classes of the Company’s common stock outstanding on December 31st of the preceding calendar year, subject to the discretion of the board of directors or compensation committee to determine a lesser number of shares shall be added for such year. | |||
Award term | 10 years | |||
Percentage of shares outstanding used to calculate annual increase in number of shares that can be issued | 1% | |||
Stock-based compensation expense | $ 300,000 | $ 300,000 | ||
Shares issued | shares | 169,857 | |||
Eligible employees purchase common stock percentage of lower of fair market value | 85% | |||
Participants accrue rights to purchase maximum common stock amount | $ 25,000 | |||
2020 Employee Stock Purchase Plan | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Eligible employees contribution percentage | 15% | |||
Vesting After One Year | Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of stock options vested | 25% | |||
Vesting After One Year | Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of stock options vested | 25% | |||
Vesting After One Year | 2020 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of stock options vested | 25% | |||
Subsequent Event | 2020 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized | shares | 2,745,712 | |||
Subsequent Event | 2020 Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock additional capital shares reserved for future issuance | shares | 549,142 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense Recorded in Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 25,616 | $ 25,144 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 12,626 | 11,549 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 12,990 | $ 13,595 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of shares, Outstanding at beginning of period | 9,390,930 | 7,179,482 | |
Number of shares, Granted | 3,238,898 | 3,884,429 | |
Number of shares, Exercised | (26,899) | (217,905) | |
Number of shares, Forfeited | (704,483) | (1,455,076) | |
Number of shares, Outstanding at end of period | 11,898,446 | 9,390,930 | 7,179,482 |
Number of shares, Exercisable at December 31, 2023 | 6,084,483 | ||
Weighted average exercise price per share, Outstanding at beginning of period | $ 12.08 | $ 15.36 | |
Weighted average exercise price per share, Granted | 6.68 | 7.58 | |
Weighted average exercise price per share, Exercised | 1.78 | 1.78 | |
Weighted average exercise price per share, Forfeited | 12.58 | 17.84 | |
Weighted average exercise price per share, Outstanding at end of period | 10.6 | $ 12.08 | $ 15.36 |
Weighted average exercise price per share, Exercisable at December 31, 2023 | $ 11.62 | ||
Weighted average remaining contractual term (years), Outstanding | 7 years 9 months 7 days | 8 years 3 months 21 days | 8 years 7 months 28 days |
Weighted average remaining contractual term (years), Exercisable | 6 years 11 months 15 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Information about Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options Outstanding, Number | shares | 11,898,446 |
Options Exercisable, Number Exercisable | shares | 6,084,483 |
$0.31 - $4.88 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum | $ 0.31 |
Range of Exercise Prices, Maximum | $ 4.88 |
Options Outstanding, Number | shares | 3,061,004 |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 6 years 9 months 25 days |
Options Outstanding, Weighted Average Exercise Price | $ 2.80 |
Options Exercisable, Number Exercisable | shares | 2,400,106 |
Options Exercisable, Weighted Average Exercise Price | $ 2.40 |
$4.89 - $7.50 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum | 4.89 |
Range of Exercise Prices, Maximum | $ 7.50 |
Options Outstanding, Number | shares | 3,905,574 |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 8 years 11 months 26 days |
Options Outstanding, Weighted Average Exercise Price | $ 6.57 |
Options Exercisable, Number Exercisable | shares | 366,158 |
Options Exercisable, Weighted Average Exercise Price | $ 5.83 |
$7.51 - $13.04 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum | 7.51 |
Range of Exercise Prices, Maximum | $ 13.04 |
Options Outstanding, Number | shares | 3,141,601 |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 7 years 3 months 10 days |
Options Outstanding, Weighted Average Exercise Price | $ 11.87 |
Options Exercisable, Number Exercisable | shares | 2,149,353 |
Options Exercisable, Weighted Average Exercise Price | $ 12.19 |
$13.05 - $88.98 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum | 13.05 |
Range of Exercise Prices, Maximum | $ 88.98 |
Options Outstanding, Number | shares | 1,790,267 |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 7 years 6 months 21 days |
Options Outstanding, Weighted Average Exercise Price | $ 30.51 |
Options Exercisable, Number Exercisable | shares | 1,168,866 |
Options Exercisable, Weighted Average Exercise Price | $ 31.32 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Fair Value of Each Option Estimated on Date of Grant Using Weighted Average Assumptions (Details) - Stock Options | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 83.57% | 84.67% |
Risk-free interest rate | 3.82% | 2.73% |
Expected life (in years) | 6 years 7 days | 6 years 10 days |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Activity related to RSA Stock-Based Payment Awards (Details) - Restricted Stock Awards - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, Unvested balance at beginning of period | 201,716 | 611,608 |
Number of shares, Vested | (174,708) | (386,476) |
Number of shares, Forfeited | (23,416) | |
Number of shares, Unvested balance at end of period | 27,008 | 201,716 |
Weighted-average grant date fair value, Unvested balance at beginning of period | $ 2.81 | $ 2.29 |
Weighted-average grant date fair value, Vested | 2.74 | 2.05 |
Weighted-average grant date fair value, Forfeited | 1.89 | |
Weighted-average grant date fair value, Unvested balance at end of period | $ 3.26 | $ 2.81 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Activity related to RSU Stock-Based Payment Awards (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, Unvested balance at beginning of period | 165,000 | 20,000 |
Number of shares, Granted | 150,000 | |
Number of shares, Forfeited | (5,000) | |
Number of shares, Vested | (61,250) | |
Number of shares, Unvested balance at end of period | 103,750 | 165,000 |
Weighted-average grant date fair value, Unvested balance at beginning of period | $ 6.08 | $ 18.32 |
Weighted-average grant date fair value, Granted | 4.86 | |
Weighted-average grant date fair value, Forfeited | 18.32 | |
Weighted-average grant date fair value, Vested | 5.96 | |
Weighted-average grant date fair value, Unvested balance at end of period | $ 6.16 | $ 6.08 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 71,963 | $ 66,067 |
Research and development credits | 20,555 | 15,234 |
Research and development capitalization | 39,867 | 19,900 |
Stock-based compensation | 12,990 | 8,725 |
Accrued expense | 2,539 | 1,190 |
Lease liabilities | 4,715 | 511 |
Gross deferred tax assets | 152,629 | 111,627 |
Less: valuation allowance | (147,616) | (111,053) |
Total deferred tax asset | 5,013 | 574 |
Deferred tax liability | ||
Right-of-use assets | (4,641) | (500) |
Depreciation | (372) | (74) |
Total deferred tax liabilities | (5,013) | (574) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Line Items] | ||
Deferred tax assets, valuation allowance increase | $ 36,600,000 | $ 35,700,000 |
Research and development tax credits | 20,555,000 | 15,234,000 |
Deferred tax assets, capitalized research and development expense | $ 39,867,000 | $ 19,900,000 |
NOL and tax credit carryforwards | The NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. | |
Accrued interest related to uncertain tax positions | $ 0 | |
Accrued penalties related to uncertain tax positions | 0 | |
Interest related to uncertain tax positions | 0 | |
Penalties related to uncertain tax positions | $ 0 | |
Non-U.S. Based | ||
Income Tax Disclosure [Line Items] | ||
Taxpayers required period to capitalize and amortize research development expense | 15 years | |
U.S. Based | ||
Income Tax Disclosure [Line Items] | ||
Taxpayers required period to capitalize and amortize research development expense | 5 years | |
Tennessee | ||
Income Tax Disclosure [Line Items] | ||
NOL carryforwards expiration year | 2037 | |
Massachusetts | ||
Income Tax Disclosure [Line Items] | ||
NOL carryforwards expiration year | 2042 | |
Internal Revenue Service (IRS) | ||
Income Tax Disclosure [Line Items] | ||
Research and development tax credits | $ 20,500,000 | |
Tax credits expiration year | 2039 | |
Delaware | ||
Income Tax Disclosure [Line Items] | ||
Research and development tax credits | $ 43,000 | |
Tax credits expiration year | 2031 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Federal Income tax Rate to Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Federal tax benefit at statutory rate | (21.00%) | (21.00%) |
State tax, net of federal benefit | 6.60% | (6.60%) |
Permanent differences | (1.10%) | 0.80% |
Research and development | 4.40% | (3.50%) |
Change in valuation allowance | (30.00%) | 30.90% |
Share-based compensation | 0.90% | |
Other | (0.60%) | |
Effective tax rate | 0% | 0% |
Income Taxes - Schedule of Fede
Income Taxes - Schedule of Federal and State Net Operating Losses and Research Tax Credits (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Loss Carryforwards [Line Items] | ||
NOL carryforwards | $ 71,963 | $ 66,067 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
NOL carryforwards | 257,976 | 236,898 |
Research tax credits | 20,521 | 15,201 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
NOL carryforwards | 259,051 | 237,565 |
Research tax credits | $ 43 | $ 43 |