Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001703647 | |
Entity File Number | 001-39062 | |
Entity Registrant Name | FREQUENCY THERAPEUTICS, INC. | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 47-2324450 | |
Entity Address Address Line | 75 Hayden Avenue | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address City Or Town | Lexington | |
Entity Address Postal Zip Code | 02421 | |
Entity Address State Or Province | MA | |
City Area Code | 781 | |
Local Phone Number | 315-4600 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | FREQ | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 36,520,750 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 39,712 | $ 51,954 |
Short-term marketable securities | 6,766 | 31,143 |
Prepaid expenses and other current assets | 1,901 | 4,396 |
Total current assets | 48,379 | 87,493 |
Property and equipment, net | 1,327 | 2,739 |
Right of use assets | 27,717 | 28,980 |
Restricted cash | 1,960 | 1,699 |
Other long-term assets | 0 | 327 |
Total assets | 79,383 | 121,238 |
Current liabilities: | ||
Accounts payable | 1,294 | 3,114 |
Accrued expenses | 4,871 | 5,891 |
Lease liabilities, current portion | 2,163 | 2,021 |
Term loan, current portion | 0 | 10,000 |
Total current liabilities | 8,328 | 21,026 |
Lease liabilities, net of current portion | 25,647 | 26,761 |
Term loan, net of current portion | 0 | 4,167 |
Other long-term liabilities | 0 | 89 |
Total liabilities | 33,975 | 52,043 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, no shares issued or outstanding at June 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.001 par value; 200,000,000 shares authorized, 35,963,706and 35,262,083 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 36 | 35 |
Additional paid-in capital | 337,382 | 331,023 |
Accumulated other comprehensive loss | (6) | (198) |
Accumulated deficit | (292,004) | (261,665) |
Total stockholders’ equity | 45,408 | 69,195 |
Total liabilities and stockholders’ equity | $ 79,383 | $ 121,238 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 200,000,000 | 200,000,000 |
Common stock, issued shares | 35,963,706 | 35,262,083 |
Common stock, outstanding shares | 35,963,706 | 35,262,083 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 4,594 | $ 13,273 | $ 15,949 | $ 27,054 |
General and administrative | 7,237 | 8,000 | 16,393 | 17,477 |
Total operating expenses | 11,831 | 21,273 | 32,342 | 44,531 |
Loss from operations | (11,831) | (21,273) | (32,342) | (44,531) |
Interest income | 346 | 425 | 869 | 520 |
Interest expense | 0 | (208) | (284) | (386) |
Other income (expense), net | 694 | (227) | 1,447 | (260) |
Loss before income taxes | (10,791) | (21,283) | (30,310) | (44,657) |
Income tax benefit (provision) | (5) | (2) | (29) | (14) |
Net loss | $ (10,796) | $ (21,285) | $ (30,339) | $ (44,671) |
Net loss per share attributable to common stockholders-basic and diluted | $ (0.30) | $ (0.61) | $ (0.85) | $ (1.28) |
Weighteds Average Number Of Share Outstanding Basic And Diluted | $ 35,800,821 | $ 34,976,409 | $ 35,563,754 | $ 34,894,001 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (10,796) | $ (21,285) | $ (30,339) | $ (44,671) |
Other comprehensive gain (loss): | ||||
Unrealized gain (loss) on marketable securities and money market funds | 58 | (96) | 192 | (330) |
Total other comprehensive gain (loss) | 58 | (96) | 192 | (330) |
Comprehensive loss | $ (10,738) | $ (21,381) | $ (30,147) | $ (45,001) |
Consolidated Statements Stockho
Consolidated Statements Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional-paid in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning Balance at Dec. 31, 2021 | $ 130,824 | $ 35 | $ 310,936 | $ (62) | $ (180,085) |
Beginning Balance (in shares) at Dec. 31, 2021 | 34,611,213 | ||||
Stock-based compensation expense | 9,830 | 9,830 | |||
Purchase of common stock under Employee Stock Purchase Plan | 139 | 139 | |||
Purchase of common stock under Employee Stock Purchase Plan (in shares) | 31,832 | ||||
Issuance of common stock, net (in shares) | 22,764 | ||||
Issuance of common stock pursuant to restricted stock units (Shares) | 310,600 | ||||
Issuance of common stock, net | 61 | 61 | |||
Other comprehensive loss | (330) | (330) | |||
Net loss | (44,671) | (44,671) | |||
Ending Balance at Jun. 30, 2022 | 95,853 | $ 35 | 320,966 | (392) | (224,756) |
Ending Balance (in shares) at Jun. 30, 2022 | 34,976,409 | ||||
Beginning Balance at Mar. 31, 2022 | 112,670 | $ 35 | 316,402 | (296) | (203,471) |
Beginning Balance (in shares) at Mar. 31, 2022 | 34,976,409 | ||||
Stock-based compensation expense | 4,564 | 4,564 | |||
Other comprehensive loss | (96) | (96) | |||
Net loss | (21,285) | (21,285) | |||
Ending Balance at Jun. 30, 2022 | 95,853 | $ 35 | 320,966 | (392) | (224,756) |
Ending Balance (in shares) at Jun. 30, 2022 | 34,976,409 | ||||
Beginning Balance at Dec. 31, 2022 | $ 69,195 | $ 35 | 331,023 | (198) | (261,665) |
Beginning Balance (in shares) at Dec. 31, 2022 | 35,262,083 | 35,262,083 | |||
Stock-based compensation expense | $ 6,328 | 6,328 | |||
Purchase of common stock under Employee Stock Purchase Plan | 31 | 31 | |||
Purchase of common stock under Employee Stock Purchase Plan (in shares) | 24,754 | ||||
Issuance of common stock, net (in shares) | 2,969 | ||||
Issuance of common stock pursuant to restricted stock units (Shares) | 673,900 | ||||
Issuance Of Common Stock Pursuant To Restricted Stock Units | 1 | ||||
Other comprehensive loss | 192 | (192) | |||
Net loss | (30,339) | (30,339) | |||
Ending Balance at Jun. 30, 2023 | $ 45,408 | $ 36 | 337,382 | (6) | (292,004) |
Ending Balance (in shares) at Jun. 30, 2023 | 35,963,706 | 35,963,706 | |||
Beginning Balance at Mar. 31, 2023 | $ 53,249 | $ 36 | 334,485 | (64) | (281,208) |
Beginning Balance (in shares) at Mar. 31, 2023 | 35,751,956 | ||||
Stock-based compensation expense | 2,897 | 2,897 | |||
Issuance of common stock pursuant to restricted stock units (Shares) | 211,750 | ||||
Issuance Of Common Stock Pursuant To Restricted Stock Units | 0 | $ 0 | |||
Other comprehensive loss | 58 | 58 | |||
Net loss | (10,796) | (10,796) | |||
Ending Balance at Jun. 30, 2023 | $ 45,408 | $ 36 | $ 337,382 | $ (6) | $ (292,004) |
Ending Balance (in shares) at Jun. 30, 2023 | 35,963,706 | 35,963,706 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (30,339) | $ (44,671) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 6,328 | 9,830 |
Depreciation expense | 1,494 | 1,415 |
Non-cash lease expense | 1,263 | 1,262 |
Non-cash interest (income) expense | (223) | 443 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 2,495 | 1,636 |
Accounts payable | (1,820) | 797 |
Lease liabilities | (972) | (912) |
Accrued expenses | (782) | (621) |
Net cash used in operating activities | (22,556) | (30,821) |
Cash flows from investing activities: | ||
Sale of property and equipment | 18 | 0 |
Purchase of property and equipment | (100) | (16) |
Purchase of marketable securities | (1,978) | (38,108) |
Redemption of marketable securities | 26,770 | 31,483 |
Net cash provided by (used in) investing activities | 24,710 | (6,641) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net | 1 | 61 |
Proceeds from Employee Stock Purchase Plan | 31 | 139 |
Repayment of Term Loan | (14,167) | 0 |
Net cash (used in) provided by financing activities | (14,135) | 200 |
Net decrease in cash, cash equivalents and restricted cash | (11,981) | (37,262) |
Cash, cash equivalents, and restricted cash at beginning of period | 53,653 | 81,334 |
Cash, cash equivalents, and restricted cash at end of period | $ 41,672 | $ 44,072 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and basis of presentation Organization Frequency Therapeutics, Inc., together with its wholly owned subsidiaries, Frequency Therapeutics, PTY, LTD, and Frequency Therapeutics Securities Corporation (the Company) headquartered in Lexington, Massachusetts, was incorporated in November 2014 as a Delaware corporation. The Company is a preclinical-stage regenerative medicine company focused on developing therapeutics to activate a person’s innate regenerative potential to restore function. On February 13, 2023, the Company announced a restructuring of the business which included the discontinuation of its hearing program and a downsizing of personnel by approximately 55 %. On May 31, 2023, the Company announced an additional reduction in force of approximately 55 % of its remaining personnel. Liquidity and capital resources The Company has funded its operations primarily with proceeds from private and public securities financings, a term loan, and amounts received under a collaboration agreement. The Company has incurred recurring losses since its inception. In addition, as of June 30, 2023, the Company had an accumulated deficit of $ 292,004 . The Company expects to continue to generate operating losses for the foreseeable future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurances that additional funding will be available on terms acceptable to the Company, or at all. The Company believes that existing resources and the cost savings generated from the restructuring and reduction in force announced in February and May 2023, respectively, will be sufficient to fund planned operations for at least twelve months from the date the financial statements were available to be issued. Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets generally accepted accounting principles (GAAP) that the Company follows to ensure its financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification (ASC). Principles of consolidation The consolidated financial statements include the accounts of Frequency Therapeutics, Inc. and its wholly owned subsidiaries Frequency Therapeutics Securities Corporation and Frequency Therapeutics PTY, LTD. All intercompany transactions and balances have been eliminated. The significant accounting policies used in preparation of these interim financial statements are consistent with those discussed in Note 2, “ Summary of significant accounting policies ,” in the Company’s Annual Report on Form 10-K (the Company's Form 10-K). Unaudited interim financial information The accompanying consolidated balance sheet as of June 30, 2023 and the consolidated statements of operations, the consolidated statements of comprehensive loss and the consolidated statements of stockholders’ equity for the three and six months ended June 30, 2023 and 2022 and the consolidated statements of cash flows for the six months ended June 30, 2023 and 2022 are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2023, the results of its operations for the three and six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2023 and 2022 are also unaudited. The results for the three and six months ended June 30, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. The consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2022 included in the Company’s Form 10-K. |
Recently Adopted And Issued Acc
Recently Adopted And Issued Accounting Standards | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Recently Adopted and Issued Accounting Standards | 2. Recently adopted and issued accounting standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the JOBS Act). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB has subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that was previously used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. These standards limit the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. The Company adopted the standard on January 1, 2023 and it did not have a material impact on the consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair value measurements The Company’s financial assets are measured at fair value on a recurring basis by level within the fair value hierarchy at June 30, 2023 and December 31, 2022 are summarized as follows: June 30, 2023 Fair Value Fair Market Hierarchy Value Cash equivalents: Money market funds Level 1 30,441 Investments: Short-term marketable securities Level 2 6,766 $ 37,207 December 31, 2022 Fair Value Fair Market Hierarchy Value Cash equivalents: Money market funds Level 1 30,649 Investments: Short-term marketable securities Level 2 31,143 $ 61,792 The carrying amounts reflected in the consolidated balance sheet for prepaid expenses and other current assets, accounts payable, accrued expenses, other liabilities, and term loan are shown at their historical values which approximate their fair values. Silicon Valley Bank (SVB) was closed on March 10, 2023 by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. The FDIC then reopened SVB as Silicon Valley Bridge Bank, N.A. (SVBB). At June 30, 2023, SVBB holds the Company’s sweep account and one of the Company's deposit accounts. The Company is actively working to move these accounts to another financial institution. |
Investment
Investment | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment | 4. Investments The following tables summarize the Company's investments, all of which are classified as available-for-sale and recorded at fair value: June 30, 2023 Amortization Unrealized Fair Market Cost Gain Value Short-term marketable securities 6,571 195 6,766 $ 6,571 $ 195 $ 6,766 December 31, 2022 Amortization Unrealized Fair Market Cost Loss Value Short-term marketable securities 31,280 ( 317 ) 31,143 $ 31,280 $ ( 317 ) $ 31,143 The Company's short-term marketable securities were held in investment advisory accounts with SVB Asset Management (SAM). On March 27, 2023, following the closure of SVB, SAM's former parent company, and the creation of SVBB, the FDIC entered into a purchase and assumption agreement for certain assets of SVBB with First-Citizens Bank & Trust Company (FCB). As a result of this transaction, SAM became a wholly owned subsidiary of FCB. Although the accounts are held under the terms in place prior to the transaction, the Company is actively working to move these accounts to another financial institution. The Company determines the appropriate classification of investments at the time of purchase and reviews any investment when its fair value is less than its amortized cost and when evidence indicates that the investment’s carrying amount is not recoverable within a reasonable period of time. The Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss may exist, the present value of cash flows expected to be collected from the investment is compared to its amortized cost basis. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded on the consolidated balance sheet, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that is not related to a credit loss is recognized in other comprehensive (loss) income. The unrealized losses at June 30, 2023 and December 31, 2022 were attributable to changes in interest rates and do not represent credit losses. At June 30, 2023 and December 31, 2022 the Company held 4 and 14 debt securities, respectively, that were in an unrealized loss position. The Company does not intend to sell the investments before recovery of their amortized cost bases, which may be at maturity. All investments mature within twelve months from June 30, 2023. The following tables summarize the Company's debt securities in an unrealized loss position, aggregated by length of time in a continuous unrealized loss position. June 30, 2023 Less than 12 Months More than 12 Months Total Fair Market Value Unrealized Loss Fair Market Value Unrealized Loss Fair Market Value Unrealized Loss Short-term marketable securities in unrealized loss position $ 3,981 $ ( 4 ) $ 2,785 $ ( 11 ) $ 6,766 $ ( 15 ) $ 3,981 $ ( 4 ) $ 2,785 $ ( 11 ) $ 6,766 $ ( 15 ) December 31, 2022 Less than 12 Months More than 12 Months Total Fair Market Value Unrealized Loss Fair Market Value Unrealized Loss Fair Market Value Unrealized Loss Short-term marketable securities in unrealized loss position $ 17,303 $ ( 78 ) $ 9,927 $ ( 135 ) $ 27,230 $ ( 213 ) $ 17,303 $ ( 78 ) $ 9,927 $ ( 135 ) $ 27,230 $ ( 213 ) |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. Property and equipment Property and equipment include the following: June 30, December 31, 2023 2022 Lab equipment $ 5,658 $ 5,706 Furniture and office equipment 3,238 3,238 Software 291 291 Total 9,187 9,235 Accumulated depreciation ( 7,860 ) ( 6,496 ) Property and equipment, net $ 1,327 $ 2,739 The Company recognized $ 494 and $ 1,494 and $ 689 and $ 1,415 of depreciation expense for the three and six months ended June 30, 2023 and 2022, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 6. Accrued expenses Accrued expenses consist of the following: June 30, December 31, 2023 2022 Payroll and employee related expenses $ 2,885 $ 4,216 Professional fees 1,541 377 Third-party research and development expenses 73 773 Other 372 525 Total $ 4,871 $ 5,891 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt On December 11, 2020, the Company entered into a Loan and Security Agreement (Loan Agreement) with Silicon Valley Bank for a term loan with a principal balance of $ 15,000 . The Company made monthly interest only payments through November 30, 2022 . The principal balance and interest were to be repaid in equal monthly installments after the interest only period and continue through May 1, 2024 (Loan Maturity Date) . On April 3, 2023, the Company prepaid the remaining $ 11,667 due under the Loan Agreement. As such, there was no interest expense for the three months ended June 30, 2023. Interest expense related to the Loan Agreement was $ 284 for the six months ended June 30, 2023 and $ 208 and $ 386 for the three and six months ended June 30, 2022, respectively. The final payment of $ 150 , which the Company had been accruing over the term of the loan, was also paid on April 3, 2023. The Company was not subject to any prepayment premium as the prepayment occurred after the second anniversary of the closing date. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 8. Net loss per share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Diluted net loss per share is the same as basic net loss per share for the three and six months ended June 30, 2023 and 2022 since all potential shares of common stock instruments are anti-dilutive as a result of the loss for such periods. Three Months Ended Six Months Ended 2023 2022 2023 2022 Numerator: Net Loss $ ( 10,796 ) $ ( 21,285 ) $ ( 30,339 ) $ ( 44,671 ) Denominator: Weighted-average shares of common stock outstanding- 35,800,821 34,976,409 35,563,754 34,894,001 Net loss per share attributable to common stockholders- $ ( 0.30 ) $ ( 0.61 ) $ ( 0.85 ) $ ( 1.28 ) The Company excluded the following potential shares of common stock from the computation of diluted net loss per share because including them would have had an anti-dilutive effect. Six Months Ended June 30, 2023 2022 Unvested restricted stock units 3,101,400 2,305,500 Outstanding stock options 4,739,486 6,068,151 Total 7,840,886 8,373,651 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ equity Preferred stock The Company has authorized 10,000,000 shares of $ 0.001 par value preferred stock of which no shares were issued or outstanding as of June 30, 2023. Common Stock The Company has authorized 200,000,000 shares of $ 0.001 par value common stock of which there were 35,963,706 and 35,262,083 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. Common shares are voting, and dividends may be paid when, as and if declared by the Board of Directors. The Company has reserved the following shares of common stock for future issuance as of June 30, 2023 and December 31, 2022: June 30, December 31, 2023 2022 Stock options outstanding 4,739,486 5,742,053 Shares available for future grant under incentive plans 2,724,647 988,216 7,464,133 6,730,269 Equity Offerings On December 10, 2021, the Company entered into an Equity Distribution Agreement (the Sales Agreement) with Oppenheimer & Co. Inc. (the Sales Agent) to sell shares of the Company’s common stock, par value $ 0.001 per share, with aggregate gross sales proceeds of up to $ 125,000 , from time to time, through an “at the market” equity offering program. During the six months ended June 30, 2022, the Company sold 12,767 shares of common stock under the ATM program for net proceeds of approximately $ 50 . No shares were sold during the three or six months ended June 30, 2023. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 10. Stock-based compensation Stock options The below summary includes stock option activity within the Company’s 2014 Stock Incentive Plan and 2019 Incentive Award Plan for the six months ended June 30, 2023: Number of Weighted Weighted average Aggregate in Plans price (in years) value Outstanding as of December 31, 2022 5,742,053 $ 2.35 6.69 $ 9,114 Granted 27,350 4.66 4.84 — Exercised ( 2,969 ) 0.07 — $ 1 Forfeited ( 1,026,948 ) 2.45 — — Outstanding as of June 30, 2023 4,739,486 $ 2.34 6.20 $ 3 Options exercisable as of June 30, 2023 4,249,097 $ 2.35 6.07 $ 3 Options unvested as of June 30, 2023 490,389 $ 2.20 7.33 $ — The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. Stock option valuation The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors were as follows, presented on a weighted average basis: June 30, 2023 Risk-free interest rate 3.6 % Expected term (in years) 6.0 Expected volatility 92.0 % Expected dividend yield 0.0 % The weighted-average grant date fair value of options granted during the three and six months ended June 30, 2023 was $ 3.58 . The weighted-average grant date fair value of options granted during the three and six months ended June 30, 2022 was $ 0.92 and $ 1.57 , respectively. The total grant date fair value of options vested during the three and six months ended June 30, 2023 was $ 2,322 and $ 4,657 , respectively. The total grant date fair value of options vested during the three and six months ended June 30, 2022 was $ 3,620 and $ 8,036 , respectively. Repricing of stock options On August 17, 2022, the Board of Directors approved the repricing of all options granted under the 2019 Incentive Award Plan that were held by then current employees, executives, directors, and consultants for which the exercise price per share was greater than the closing price per share of the Company's common stock on August 17, 2022 (Underwater Options) by reducing the exercise price of each Underwater Option to $ 2.14 , the closing price per share of the Company's common stock on August 17, 2022. Except for the modification of the exercise price, all other terms and conditions of the Underwater Options remain in effect. The option repricing resulted in incremental stock-based compensation of $ 2,505 , of which $ 169 and $ 339 was recorded as expense in the three and six months ended June 30, 2023, respectively. At June 30, 2023, $ 536 incremental expense remains which will be recognized as expense over the requisite service period in which the options vest. Restricted stock units The below summary includes restricted stock unit activity within the Company's 2019 Incentive Award Plan for the six months ended June 30, 2023: Number of Weighted Unvested, December 31, 2022 3,101,650 $ 2.51 Awarded 1,666,340 4.78 Vested ( 673,900 ) 0.97 Forfeited ( 992,690 ) 3.84 Unvested as of June 30, 2023 3,101,400 $ 3.59 Stock-based compensation The Company recognized stock-based compensation within the accompanying consolidated statements of operations as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 Research and development $ 171 $ 1,598 $ 1,010 $ 3,899 General and administrative 2,726 2,966 5,318 5,931 Total $ 2,897 $ 4,564 $ 6,328 $ 9,830 As of June 30, 2023, total unrecognized stock-based compensation expense relating to unvested stock options and restricted stock units was $ 12,536 . This amount is expected to be recognized over a weighted-average period of 1.72 years. |
Employee Stock Purchase Plan
Employee Stock Purchase Plan | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Employee Stock Purchase Plan | 11. Employee stock purchase plan On September 20, 2019, the Company’s board of directors and stockholders approved and adopted the 2019 Employee Stock Purchase Plan (the ESPP) which became effective on the date of the Company’s initial public offering of shares of its common stock. The ESPP permits participants to purchase common stock through payroll deductions of up to 15 % of their eligible compensation. The number of shares of common stock available for issuance under the ESPP will be automatically increased on the first day of each calendar year during the first ten years of the term of the ESPP, beginning with January 1, 2020 and ending with January 1, 2029, by an amount equal to 1 % of the outstanding number of shares of the Company’s common stock on December 31 of the preceding calendar year or such lesser amount as determined by the Company’s board of directors. 31,832 shares were purchased under the ESPP in January 2022 related to the second offering period of 2021, which concluded on December 31, 2021. 24,754 shares were purchased in January 2023 related to the second offering period of 2022, which concluded on December 31, 2022. As of June 30, 2023, a total of 1,553,394 shares remain available for future issuance under the ESPP. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income taxes The Company’s total provision is based on the United States statutory rate of 21 %, increased by state taxes and reduced by a full valuation allowance on the Company’s deferred tax assets. The income tax expense for the three and six months ended June 30, 2023 and 2022 represents state taxes on interest income earned by the Company’s subsidiary, Frequency Therapeutics Securities Corporation, a Massachusetts Securities Corporation. ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, the Company has recorded a valuation allowance against its deferred tax assets at June 30, 2023 and December 31, 2022 because the Company’s management has determined that it is more likely than not that the Company will no t recognize the benefits of its federal and state deferred tax assets primarily due to its cumulative loss position. Since inception in 2014, the Company has generated cumulative federal and state net operating loss and research and development credit carryforwards for which no net tax benefit has been recorded due to uncertainty around utilizing these tax attributes within the respective carryforward periods. |
Collaboration Agreement
Collaboration Agreement | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration Agreement | 13. Collaboration agreement In July 2019, the Company entered into a License and Collaboration Agreement with Astellas (the Astellas Agreement), under which the Company granted Astellas an exclusive, royalty-bearing, sub-licensable, nontransferable license to certain patent rights to research, develop, manufacture, have manufactured, use, seek and secure regulatory approval for, commercialize, offer for sale, sell, have sold and import, and otherwise exploit licensed products containing both a GSK-3 inhibitor and an HDAC inhibitor, (the Astellas Licensed Products), including the product candidate FX-322, outside of the United States. The Company also granted Astellas a right of first negotiation and a right of last refusal if it entered into any negotiation or agreement of any kind (other than an acquisition of all of the stock or assets of the Company) with any third party under which such third party would obtain the right to develop, manufacture, or commercialize Astellas Licensed Products in the United States. As consideration for the licensed rights under the Astellas Agreement, Astellas paid the Company an upfront payment of $ 80,000 in July 2019 and had agreed to pay potential development milestone payments up to $ 230,000 and commercialization milestones of up to $ 315,000 . The parties had agreed to share equally, on a 50/50 basis, all out-of-pocket costs and joint study costs for all the joint activities conducted pursuant to the development plans or the joint manufacturing plan. On April 11, 2023, Astellas sent the Company a notice stating that Astellas would be terminating the Astellas Agreement on April 14, 2023. The Company agreed to the terms of the notice and on April 14, 2023, the Astellas Agreement was terminated. The Company was not subject to any payments or costs as a result of this termination. The Astellas Agreement contained joint research and development activities that were not within the scope of ASC 606. The Company invoiced Astellas for all joint costs. In the three and six months ended June 30, 2023 and 2022, the Company invoiced Astellas $ 67 and $ 81 and $ 108 and $ 301 , respectively, for joint costs. |
License Agreements
License Agreements | 6 Months Ended |
Jun. 30, 2023 | |
Research and Development [Abstract] | |
License Agreements | 14. License agreements Massachusetts Institute of Technology In December 2016 , the Company entered into an exclusive patent license agreement (MIT License Agreement) with the Massachusetts Institute of Technology (MIT), under which the Company received an exclusive, worldwide, royalty-bearing license to certain patent rights to develop, make, have made, use, sell, offer to sell, lease and import products (Licensed Products) and to develop and perform processes (Licensed Processes) which incorporate the licensed technology for the treatment of disease, including but not limited to the prevention and remediation of hearing loss. The Company also has the right to grant sublicenses of its rights under the MIT License Agreement. On April 6, 2023, the Company sent MIT a notice stating that the Company would be terminating the MIT License Agreement in 3 -months’ time. The termination became final on July 6, 2023. The Company is not subject to any payments or costs as a result of this termination. The Scripps Research Institute (California Institute for Biomedical Research) In September 2018 , the Company entered into a license agreement, (CALIBR License Agreement), with the California Institute for Biomedical Research, (CALIBR), under which the Company received an exclusive, worldwide, royalty-bearing license to certain patent rights to make, have made, use, sell, offer to sell, and import products (CALIBR Licensed Products) which incorporate the licensed technology for the treatment of MS. The Company also has the right to grant sublicenses of its rights under the CALIBR License Agreement. CALIBR reserves the right to use for itself and the right to grant non-exclusive licenses to other nonprofit or academic institutions, for any internal research and educational purposes. On March 29, 2023, the Company sent CALIBR a notice stating that the Company would be terminating the CALIBR License Agreement in 30 days’ time. The termination became final in April 2023. The Company is not subject to any payments or costs as a result of this termination. Massachusetts Eye and Ear (Formerly Massachusetts Eye and Ear Infirmary) In February 2019 , the Company entered into an Non-Exclusive Patent License Agreement (MEE License Agreement) with the Massachusetts Eye and Ear (MEE) under which it received a non-exclusive, non-sublicensable, worldwide, royalty-bearing license to certain patent rights to develop, make, have made, use, sell, offer to sell, lease and import products and to develop and perform processes which incorporate the licensed technology for the treatment or prevention of hearing loss (MEE licensed products). On February 21, 2023, the Company sent MEE a notice stating that the Company would be terminating the MEE License Agreement in 30 business days’ time. The termination became final in April 2023. The Company is not subject to any payments or costs as a result of this termination. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and contingencies Contract commitments The Company also enters into contracts in the normal course of business with contract research organizations, contract manufacturing organizations, universities, and other third parties for preclinical research studies, clinical trials and testing and manufacturing services. These contracts generally do not contain minimum purchase commitments and are cancelable by the Company upon prior written notice although, purchase orders for clinical materials are generally non-cancelable. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including non-cancelable obligations of the Company's service providers, up to the date of cancellation or upon the completion of a manufacturing run. Guarantees The Company has identified the guarantees described below as disclosable, in accordance with ASC 460, Guarantees . As permitted under Delaware law, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make is unlimited; however, the Company has directors’ and officers’ insurance coverage that should limit its exposure and enable it to recover a portion of any future amounts paid. The Company is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate the Company to indemnify the other parties to such agreements upon the occurrence of certain events. Such indemnification obligations are usually in effect from the date of execution of the applicable agreement for a period equal to the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. The Company leases office space in Lexington, Massachusetts under a ten-year noncancelable operating lease. The $ 1,699 security deposit for this lease is classified as restricted cash as of June 30, 2023. The Company has standard indemnification arrangements under this lease that require it to indemnify the landlord against all costs, expenses, fines, suits, claims, demands, liabilities, and actions directly resulting from any breach, violation, or nonperformance of any covenant or condition of the lease. As of June 30, 2023 , the Company had no t experienced any losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves have been established. Legal Contingencies The Company accrues a liability for legal contingencies when it believes that it is both probable that a liability has been incurred and that the Company can reasonably estimate the amount of the loss. The Company reviews these accruals and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel and other relevant information. To the extent new information is obtained and the views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in the Company’s accrued liabilities would be recorded in the period in which such determination is made. In addition, in accordance with the relevant authoritative guidance, for any matters in which the likelihood of material loss is at least reasonably possible, the Company will provide disclosure of the possible loss or range of loss. If a reasonable estimate cannot be made, however, the Company will provide disclosure to that effect. The Company expenses legal costs as they are incurred. On June 3, 2021 and June 22, 2021, purported stockholders of the Company filed putative class action lawsuits in the U.S. District Court for the District of Massachusetts against the Company and the Company’s Chief Executive Officer, President, and Director, David Lucchino. On March 21, 2022, the two lawsuits were consolidated into a single lawsuit, Quinones et al. v. Frequency Therapeutics, Inc. et al. and on May 16, 2022, the Company’s Chief Development Officer, Dr. Carl LeBel, was added as a defendant. The plaintiffs alleged violations of Sections 10(b), 20(a) and Rule 10b5 of the Securities Exchange Act of 1934, as amended (the Exchange Act), due to allegedly false and misleading statements and omissions about the Company’s Phase 2a clinical trial (FX-322-202) for its product candidate FX-322 in the Company’s public disclosures between October 29, 2020 and March 22, 2021. The lawsuit sought, among other things, damages in connection with the Company’s allegedly artificially inflated stock price between October 29, 2020 and March 22, 2021 as a result of those allegedly false and misleading statements and omissions, as well as interest, attorneys’ fees and costs. The Company filed a motion to dismiss the Amended Complaint on July 15, 2022. On March 29, 2023, the Company’s motion to dismiss was granted and the lawsuit was dismissed in its entirety. On April 27, 2023, Plaintiff filed a notice of appeal to the United States Court of Appeals for the First Circuit from the order dismissing the lawsuit. On August 2, 2023, Plaintiff-Appellant submitted its opening brief to the First Circuit. The Company’s brief is due on September 1, 2023. This matter is at the very early stages of the legal process, and as a result, the Company is not able to estimate a range of possible loss. Since an estimate of the possible loss or range of loss cannot be made at this time, no accruals have been recorded as of June 30, 2023. On June 21, 2022, the Delaware Chancery Court dismissed a lawsuit brought by two purported stockholders against the Company and others. For previously reported information on this lawsuit, refer to Part I, Item 3, "Legal Proceedings" of the Company's 2021 Form 10-K. On August 16, 2022, these same two purported stockholders of the Company filed a similar lawsuit in Delaware Superior Court against (i) the Company, (ii) Computershare Inc., and (iii) Computershare Trust Company, N.A., entitled The Gregory J. Parseghian Revocable Trust, et al. v. Frequency Therapeutics, Inc., et al. The lawsuit alleges causes of action against the Company for breach of the statutory duty of care, negligence, conversion, and unjust enrichment, based on allegations that actions were taken to prevent the purported stockholders from selling their shares in the Company. The Company filed a motion to dismiss the complaint on November 14, 2022. On May 18, 2023, the Court issued an order granting in part and denying in part the Company’s motion, dismissing the claims for breach of the statutory duty of care and unjust enrichment but leaving the remaining claims intact. The Company’s deadline to answer the Complaint is August 28, 2023. This matter is at the very early stages of the legal process, and as a result, the Company is not able to estimate a range of possible loss. Since an estimate of the possible loss or range of loss cannot be made at this time, no accruals have been recorded as of June 30, 2023. On June 30, 2022, a purported stockholder of the Company filed a shareholder derivative complaint in the U.S. District Court for the District of Delaware purportedly on the Company’s behalf against members of the Company’s board of directors and the Company as a nominal defendant, entitled Dewey v. Cohen et. al. The complaint alleges (i) violations of Section 10(b) and Rule 10b5 of the Exchange Act, (ii) breach of fiduciary duty, (iii) aiding and abetting breach of fiduciary duty, (iv) unjust enrichment, and (v) waste of corporate assets. The claims are based on the same underlying allegations as the Quinones case (described above). The complaint seeks, among other things, monetary damages, interest, attorneys’ fees and costs. On September 27, 2022, this lawsuit was stayed pending final resolution of the Quinones case. This matter is at the very early stages of the legal process, and as a result, the Company is not able to estimate a range of possible loss. The Company’s board members are each party to an indemnification agreement with the Company that may require the Company to reimburse the board members for certain expenses and other costs related to this lawsuit. Since an estimate of the possible loss or range of loss cannot be made at this time, no accruals have been recorded as of June 30, 2023. |
Sublease
Sublease | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Sublease | 16. Sublease On July 8, 2022, the Company entered into a Sublease Agreement with a sublessee to sublease approximately 30,040 rentable square feet of the Company's office space in Lexington, MA for a two-year term. The base sublease rent per month for the first and second year of the sublease is $ 197 and $ 203 , respectively. In addition to base rent, the sublessee will pay 49% of operating costs and taxes payable under the Company's lease for the Lexington, MA office space. Since commencement, the Company has accounted for the Lexington, MA office space as an operating lease. In accordance with ASC 842, the Company concluded the sublease is also an operating lease. The Company recognized sublease income of $ 593 and $ 1,186 for the three and six months ended June 30, 2023 . The below table shows the expected future sublease income as of June 30, 2023. Years Ending December 31, Sublease Income 2023 1,186 2024 1,383 Total future sublease income 2,569 |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 17. Restructuring On February 13, 2023, the Company announced the topline results for the Phase 2b study of FX-322 (FX-322-208) which failed to achieve its primary efficacy endpoint of an improvement in speech perception. As a result, the Company also announced that it would be discontinuing the FX-322 and FX-345 hearing development programs and focusing resources on its remyelination in MS development program. This restructuring resulted in a 55 % reduction in the Company's workforce. In the six months ended June 30, 2023, the Company incurred $ 4,329 in restructuring-related expenses. The total restructuring charges consist of accelerated depreciation expense of $ 360 , accelerated hearing program expense of $ 129 , and severance and other benefit-related costs of $ 3,840 . During the six months ended June, 2023, the following restructuring-related charges were included in the Consolidated Statement of Operations: Severance and other benefit-related costs Accelerated depreciation charges Accelerated hearing program charges Total Research and development $ 2,138 $ 360 $ 129 $ 2,627 General and administrative 1,702 — — 1,702 Total $ 3,840 $ 360 $ 129 $ 4,329 At June 30, 2023, the liability for the restructuring is classified as current and included in accrued expenses in the Consolidated Balance Sheets. Accelerated hearing program charges Severance and other benefit-related costs Total Liability balance as of December 31, 2022 $ - $ - $ - Net charges 46 1,907 1,953 Liability balance as of June 30, 2023 $ 46 $ 1,907 $ 1,953 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent events The Company has evaluated subsequent events for recognition, remeasurement and disclosure purposes through August 10, 2023, the date which the consolidated financial statements were available to be issued. The identified subsequent event is as follows: Agreement and plan of merger On July 14, 2023, the Company, along with Frequency Merger Sub, Inc. (Merger Sub) and Korro Bio, Inc., (Korro Bio) entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which, Merger Sub will merge with and into Korro Bio, with Korro Bio continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger. In connection with the merger, the Company has prepared and filed a combined registration statement on Form S-4 registering the Company's common stock to be issued to Korro Bio’s stockholders in the merger and proxy statement with respect to the meeting of the Company's stockholders. The Merger Agreement contains customary representations, warranties and covenants made by the Company and Korro Bio, including covenants relating to obtaining the requisite approvals of the Company's stockholders and Korro Bio, indemnification of directors and officers, and the Company's and Korro Bio’s conduct of their respective businesses between the date of signing the Merger Agreement and the closing of the merger. The Merger Agreement also contains certain customary termination rights. The Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, Korro Bio may be required to pay the Company a termination fee of $ 4,000 , or the Company may be required to pay Korro Bio a termination fee of $ 1,500 . |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets generally accepted accounting principles (GAAP) that the Company follows to ensure its financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification (ASC). |
Principles of Consolidation | Principles of consolidation The consolidated financial statements include the accounts of Frequency Therapeutics, Inc. and its wholly owned subsidiaries Frequency Therapeutics Securities Corporation and Frequency Therapeutics PTY, LTD. All intercompany transactions and balances have been eliminated. The significant accounting policies used in preparation of these interim financial statements are consistent with those discussed in Note 2, “ Summary of significant accounting policies ,” in the Company’s Annual Report on Form 10-K (the Company's Form 10-K). |
Unaudited Interim Financial Information | Unaudited interim financial information The accompanying consolidated balance sheet as of June 30, 2023 and the consolidated statements of operations, the consolidated statements of comprehensive loss and the consolidated statements of stockholders’ equity for the three and six months ended June 30, 2023 and 2022 and the consolidated statements of cash flows for the six months ended June 30, 2023 and 2022 are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2023, the results of its operations for the three and six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2023 and 2022 are also unaudited. The results for the three and six months ended June 30, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. The consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2022 included in the Company’s Form 10-K. |
Recently Adopted Accounting Pronouncements | From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the JOBS Act). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB has subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that was previously used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. These standards limit the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. The Company adopted the standard on January 1, 2023 and it did not have a material impact on the consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on Recurring Basis | The Company’s financial assets are measured at fair value on a recurring basis by level within the fair value hierarchy at June 30, 2023 and December 31, 2022 are summarized as follows: June 30, 2023 Fair Value Fair Market Hierarchy Value Cash equivalents: Money market funds Level 1 30,441 Investments: Short-term marketable securities Level 2 6,766 $ 37,207 December 31, 2022 Fair Value Fair Market Hierarchy Value Cash equivalents: Money market funds Level 1 30,649 Investments: Short-term marketable securities Level 2 31,143 $ 61,792 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of classified as available-for-sale and recorded at fair value | The following tables summarize the Company's investments, all of which are classified as available-for-sale and recorded at fair value: June 30, 2023 Amortization Unrealized Fair Market Cost Gain Value Short-term marketable securities 6,571 195 6,766 $ 6,571 $ 195 $ 6,766 December 31, 2022 Amortization Unrealized Fair Market Cost Loss Value Short-term marketable securities 31,280 ( 317 ) 31,143 $ 31,280 $ ( 317 ) $ 31,143 |
Schedule of debt securities in an unrealized loss position | The following tables summarize the Company's debt securities in an unrealized loss position, aggregated by length of time in a continuous unrealized loss position. June 30, 2023 Less than 12 Months More than 12 Months Total Fair Market Value Unrealized Loss Fair Market Value Unrealized Loss Fair Market Value Unrealized Loss Short-term marketable securities in unrealized loss position $ 3,981 $ ( 4 ) $ 2,785 $ ( 11 ) $ 6,766 $ ( 15 ) $ 3,981 $ ( 4 ) $ 2,785 $ ( 11 ) $ 6,766 $ ( 15 ) December 31, 2022 Less than 12 Months More than 12 Months Total Fair Market Value Unrealized Loss Fair Market Value Unrealized Loss Fair Market Value Unrealized Loss Short-term marketable securities in unrealized loss position $ 17,303 $ ( 78 ) $ 9,927 $ ( 135 ) $ 27,230 $ ( 213 ) $ 17,303 $ ( 78 ) $ 9,927 $ ( 135 ) $ 27,230 $ ( 213 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment include the following: June 30, December 31, 2023 2022 Lab equipment $ 5,658 $ 5,706 Furniture and office equipment 3,238 3,238 Software 291 291 Total 9,187 9,235 Accumulated depreciation ( 7,860 ) ( 6,496 ) Property and equipment, net $ 1,327 $ 2,739 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: June 30, December 31, 2023 2022 Payroll and employee related expenses $ 2,885 $ 4,216 Professional fees 1,541 377 Third-party research and development expenses 73 773 Other 372 525 Total $ 4,871 $ 5,891 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | Diluted net loss per share is the same as basic net loss per share for the three and six months ended June 30, 2023 and 2022 since all potential shares of common stock instruments are anti-dilutive as a result of the loss for such periods. Three Months Ended Six Months Ended 2023 2022 2023 2022 Numerator: Net Loss $ ( 10,796 ) $ ( 21,285 ) $ ( 30,339 ) $ ( 44,671 ) Denominator: Weighted-average shares of common stock outstanding- 35,800,821 34,976,409 35,563,754 34,894,001 Net loss per share attributable to common stockholders- $ ( 0.30 ) $ ( 0.61 ) $ ( 0.85 ) $ ( 1.28 ) |
Computation of Diluted Net Loss per Share | The Company excluded the following potential shares of common stock from the computation of diluted net loss per share because including them would have had an anti-dilutive effect. Six Months Ended June 30, 2023 2022 Unvested restricted stock units 3,101,400 2,305,500 Outstanding stock options 4,739,486 6,068,151 Total 7,840,886 8,373,651 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Shares Reserved for Future Issuance | The Company has reserved the following shares of common stock for future issuance as of June 30, 2023 and December 31, 2022: June 30, December 31, 2023 2022 Stock options outstanding 4,739,486 5,742,053 Shares available for future grant under incentive plans 2,724,647 988,216 7,464,133 6,730,269 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity with in 2014 Stock Incentive Plan and 2019 Incentive Award Plan | The below summary includes stock option activity within the Company’s 2014 Stock Incentive Plan and 2019 Incentive Award Plan for the six months ended June 30, 2023: Number of Weighted Weighted average Aggregate in Plans price (in years) value Outstanding as of December 31, 2022 5,742,053 $ 2.35 6.69 $ 9,114 Granted 27,350 4.66 4.84 — Exercised ( 2,969 ) 0.07 — $ 1 Forfeited ( 1,026,948 ) 2.45 — — Outstanding as of June 30, 2023 4,739,486 $ 2.34 6.20 $ 3 Options exercisable as of June 30, 2023 4,249,097 $ 2.35 6.07 $ 3 Options unvested as of June 30, 2023 490,389 $ 2.20 7.33 $ — |
Summary of Grant-date Fair Value of Stock Options Granted on Weighted Average Basis | The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors were as follows, presented on a weighted average basis: June 30, 2023 Risk-free interest rate 3.6 % Expected term (in years) 6.0 Expected volatility 92.0 % Expected dividend yield 0.0 % |
Summary of Recognized Stock-based Compensation | The Company recognized stock-based compensation within the accompanying consolidated statements of operations as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 Research and development $ 171 $ 1,598 $ 1,010 $ 3,899 General and administrative 2,726 2,966 5,318 5,931 Total $ 2,897 $ 4,564 $ 6,328 $ 9,830 |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Status of Restricted Common Stock and Restricted Stock Units | The below summary includes restricted stock unit activity within the Company's 2019 Incentive Award Plan for the six months ended June 30, 2023: Number of Weighted Unvested, December 31, 2022 3,101,650 $ 2.51 Awarded 1,666,340 4.78 Vested ( 673,900 ) 0.97 Forfeited ( 992,690 ) 3.84 Unvested as of June 30, 2023 3,101,400 $ 3.59 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring-related charges | During the six months ended June, 2023, the following restructuring-related charges were included in the Consolidated Statement of Operations: Severance and other benefit-related costs Accelerated depreciation charges Accelerated hearing program charges Total Research and development $ 2,138 $ 360 $ 129 $ 2,627 General and administrative 1,702 — — 1,702 Total $ 3,840 $ 360 $ 129 $ 4,329 |
Schdule of Changes to the liability for the restructuring | Accelerated hearing program charges Severance and other benefit-related costs Total Liability balance as of December 31, 2022 $ - $ - $ - Net charges 46 1,907 1,953 Liability balance as of June 30, 2023 $ 46 $ 1,907 $ 1,953 |
Sublease (Tables)
Sublease (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Summary Of Expected Future Sublease Income | The below table shows the expected future sublease income as of June 30, 2023. Years Ending December 31, Sublease Income 2023 1,186 2024 1,383 Total future sublease income 2,569 |
Organization and Basis of Pre_3
Organization and Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Feb. 13, 2023 | May 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Date of incorporation | Nov. 30, 2014 | |||
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 55% | |||
Reduction in force | 55% | |||
Accumulated deficit | $ 292,004 | $ 261,665 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Market Value | $ 6,766 | $ 31,143 |
Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Market Value | 37,207 | 61,792 |
Money Market Funds | Level 1 | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Market Value | 30,441 | 30,649 |
Short-term Marketable Securities | Level 2 | Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Market Value | $ 6,766 | $ 31,143 |
Fair value measurements - Sch_2
Fair value measurements - Schedule of debt securities in an unrealized loss (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | ||
Fair Market Value, Less than 12 Months | $ 3,981 | $ 17,303 |
Unrealized Loss, Less than 12 Months | (4) | (78) |
Fair Market Value, More than 12 Months | 2,785 | 9,927 |
Unrealized Loss, More than 12 Months | (11) | (135) |
Fair Market Value | 6,766 | 27,230 |
Unrealized Loss | (15) | (213) |
Short Term Marketable Securities [Member] | ||
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | ||
Fair Market Value, Less than 12 Months | 3,981 | 17,303 |
Unrealized Loss, Less than 12 Months | (4) | (78) |
Fair Market Value, More than 12 Months | 2,785 | 9,927 |
Unrealized Loss, More than 12 Months | (11) | (135) |
Fair Market Value | 6,766 | 27,230 |
Unrealized Loss | $ (15) | $ (213) |
Investments (Additional Informa
Investments (Additional Information) (Details) - Term | Jun. 30, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Number of Debt securities unrealized loss position | 4 | 14 |
Investments - Schedule of class
Investments - Schedule of classified as available-for-sale and recorded at fair value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Separate Account Investment [Line Items] | ||
Amortization Cost | $ 6,571 | $ 31,280 |
Unrealized Gain | 195 | |
Unrealized Loss | (317) | |
Fair Market Value | 6,766 | 31,143 |
Short-term marketable securities | ||
Fair Value, Separate Account Investment [Line Items] | ||
Amortization Cost | 6,571 | 31,280 |
Unrealized Gain | 195 | |
Unrealized Loss | (317) | |
Fair Market Value | $ 6,766 | $ 31,143 |
Investments - Schedule of debt
Investments - Schedule of debt securities in an unrealized loss position (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | ||
Fair Market Value, Less than 12 Months | $ 3,981 | $ 17,303 |
Unrealized Loss, Less than 12 Months | (4) | (78) |
Fair Market Value, More than 12 Months | 2,785 | 9,927 |
Unrealized Loss, More than 12 Months | (11) | (135) |
Fair Market Value | 6,766 | 27,230 |
Unrealized Loss | (15) | (213) |
Short Term Marketable Securities [Member] | ||
Debt Securities, Available-for-Sale, Unrealized Loss Position [Line Items] | ||
Fair Market Value, Less than 12 Months | 3,981 | 17,303 |
Unrealized Loss, Less than 12 Months | (4) | (78) |
Fair Market Value, More than 12 Months | 2,785 | 9,927 |
Unrealized Loss, More than 12 Months | (11) | (135) |
Fair Market Value | 6,766 | 27,230 |
Unrealized Loss | $ (15) | $ (213) |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Total | $ 9,187 | $ 9,235 |
Accumulated depreciation | (7,860) | (6,496) |
Property and equipment, net | 1,327 | 2,739 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | 5,658 | 5,706 |
Furniture and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | 3,238 | 3,238 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 291 | $ 291 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 494 | $ 689 | $ 1,494 | $ 1,415 |
Accelerated depreciation charges | $ 360 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Payroll and employee related expenses | $ 2,885 | $ 4,216 |
Professional fees | 1,541 | 377 |
Third-party research and development expenses | 73 | 773 |
Other | 372 | 525 |
Total | $ 4,871 | $ 5,891 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 25 Months Ended | ||||
Dec. 11, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Nov. 30, 2022 | Apr. 03, 2023 | |
Debt Instrument [Line Items] | |||||||
Interest Expense, Debt | $ 0 | $ 208 | $ 284 | $ 386 | |||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt due | $ 11,667 | ||||||
Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument final payment | $ 150 | $ 150 | |||||
Loan Agreement | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal balance | $ 15,000 | ||||||
Payment terms, description | The Company made monthly interest only payments through November 30, 2022. The principal balance and interest were to be repaid in equal monthly installments after the interest only period and continue through May 1, 2024 (Loan Maturity Date) | ||||||
Frequency of interest-only payments | monthly | ||||||
Monthly interest only payments due | Nov. 30, 2022 | ||||||
Loan maturity date | May 01, 2024 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic And Diluted Net Loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net Loss | $ (10,796) | $ (21,285) | $ (30,339) | $ (44,671) |
Denominator: | ||||
Weighteds Average Number Of Share Outstanding Basic And Diluted | $ 35,800,821 | $ 34,976,409 | $ 35,563,754 | $ 34,894,001 |
Net loss per share attributable to common stockholders-basic and diluted | $ (0.30) | $ (0.61) | $ (0.85) | $ (1.28) |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 7,840,886 | 8,373,651 |
Unvested Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 3,101,400 | 2,305,500 |
Outstanding Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 4,739,486 | 6,068,151 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Dec. 10, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred Stock, value per share | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, authorized shares | 200,000,000 | 200,000,000 | 200,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, issued shares | 0 | 0 | 0 | |||||
Preferred stock, outstanding shares | 0 | 0 | 0 | |||||
Common stock, issued shares | 35,963,706 | 35,963,706 | 35,262,083 | |||||
Common stock, outstanding shares | 35,963,706 | 35,963,706 | 35,262,083 | |||||
Proceeds from Issuance of Common Stock | $ 1,000 | $ 61,000 | ||||||
Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, outstanding shares | 35,963,706 | 35,963,706 | 34,976,409 | 35,751,956 | 35,262,083 | 34,976,409 | 34,611,213 | |
Common Stock | Equity Distribution Agreement | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, sale of price per share | $ 0.001 | |||||||
Common Stock | ATM Program | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock shares issued and sold | 0 | 0 | 12,767 | |||||
Proceeds from Issuance of Common Stock | $ 50,000 | |||||||
Common Stock | Maximum | Equity Distribution Agreement | ||||||||
Class Of Stock [Line Items] | ||||||||
Proceeds from Issuance of Common Stock | $ 125,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Shares Reserved for Future Issuance (Details) - shares | Jun. 30, 2023 | Dec. 31, 2022 |
Class Of Stock [Line Items] | ||
Shares of common stock reserved for future issuance | 7,464,133 | 6,730,269 |
Stock Options Outstanding | ||
Class Of Stock [Line Items] | ||
Shares of common stock reserved for future issuance | 4,739,486 | 5,742,053 |
Shares Available for Future Grant Under Stock Option Plan | ||
Class Of Stock [Line Items] | ||
Shares of common stock reserved for future issuance | 2,724,647 | 988,216 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity with in 2014 Stock Incentive Plan and 2019 Incentive Award Plan (Details) - 2014 and 2019 Plan - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, Beginning balance | 5,742,053 | |
Number of shares, Granted | 27,350 | |
Number of shares, Exercised | (2,969) | |
Number of shares, Forfeited | (1,026,948) | |
Number of shares, Ending balance | 4,739,486 | 5,742,053 |
Number of shares, Options exercisable as of June 30, 2023 | 4,249,097 | |
Number of shares, Options unvested as of June 30, 2023 | 490,389 | |
Weighted average exercise price, Beginning balance | $ 2.35 | |
Weighted average exercise price, Granted | 4.66 | |
Weighted average exercise price, Exercised | 0.07 | |
Weighted average exercise price, Forfeited | 2.45 | |
Weighted average exercise price, Ending balance | 2.34 | $ 2.35 |
Weighted average exercise price, Options exercisable as of June 30, 2023 | 2.35 | |
Weighted average exercise price, Options unvested as of March 31, 2023 | $ 2.20 | |
Weighted average remaining contractual term (in years), Outstanding | 6 years 2 months 12 days | 6 years 8 months 8 days |
Weighted average remaining contractual term (in years), Granted | 4 years 10 months 2 days | |
Weighted average remaining contractual term (in years), Options exercisable as of June 30, 2023 | 6 years 25 days | |
Weighted average remaining contractual term (in years), Options unvested as of June 30, 2023 | 7 years 3 months 29 days | |
Aggregate intrinsic value, Outstanding as of December 31, 2022 | $ 9,114 | |
Aggregate intrinsic value, Exercised | 1 | |
Aggregate intrinsic value, Outstanding as of June 30, 2023 | 3 | $ 9,114 |
Aggregate intrinsic value, Options exercisable as of June 30, 2023 | 3 | |
Aggregate intrinsic value, Options unvested as of June 30, 2023 | $ 0 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Grant-date Fair Value of Stock Options Granted on Weighted Average Basis (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Risk-free interest rate | 3.60% |
Expected term (in years) | 6 years |
Expected volatility | 92% |
Expected dividend yield | 0% |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Aug. 17, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted-average grant date fair value of stock options granted | $ 3.58 | $ 0.92 | $ 3.58 | $ 1.57 | |
Total grant date fair value of stock options vested | $ 2,322 | $ 3,620 | $ 4,657 | $ 8,036 | |
Underwater Options reduced | $ 2.14 | ||||
Unrecognized unvested stock options, restricted stock awards and restricted stock units, weighted-average period | 1 year 8 months 19 days | ||||
Cost related to stock options, stock based compensation | $ 2,505 | 169 | $ 339 | ||
Total unrecognized stock-based compensation expense relating to unvested stock options | $ 12,536 | 12,536 | |||
Expenses of Stock Based Compensation to be Recognized over vesting period of options | $ 536 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Status of Restricted Common Stock and Restricted Stock Units (Details) - Restricted Stock Units | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Unvested as of December 31, 2022 | shares | 3,101,650 |
Number of shares, Awarded | shares | 1,666,340 |
Number of shares, Vested | shares | (673,900) |
Number of shares, Forfeited | shares | (992,690) |
Number of shares, Unvested as of June 30, 2023 | shares | 3,101,400 |
Weighted average fair value, Unvested as of December 31, 2022 | $ / shares | $ 2.51 |
Weighted average fair value, Awarded | $ / shares | 4.78 |
Weighted average fair value, Vested | $ / shares | 0.97 |
Weighted average fair value, Forfeited | $ / shares | 3.84 |
Weighted average fair value, Unvested, June 30, 2023 | $ / shares | $ 3.59 |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of Recognized Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 2,897 | $ 4,564 | $ 6,328 | $ 9,830 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | 171 | 1,598 | 1,010 | 3,899 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 2,726 | $ 2,966 | $ 5,318 | $ 5,931 |
Employee Stock Purchase Plan -
Employee Stock Purchase Plan - Additional Information (Details) - shares | 1 Months Ended | ||||
Sep. 20, 2019 | Jan. 31, 2023 | Jan. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares of common stock reserved for future issuance | 7,464,133 | 6,730,269 | |||
2019 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of eligible employee compensation | 15% | ||||
Period for automatic increase in common available for future issuance | 10 years | ||||
Percentage of shares issued from outstanding number of shares | 1% | ||||
Shares issued | 24,754 | 31,832 | |||
Shares of common stock reserved for future issuance | 1,553,394 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 114 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||||
Statutory rate | 21% | 21% | ||||
Federal and state deferred tax benefits | $ 0 | $ 0 | ||||
Net tax benefit | $ 5,000 | $ 2,000 | $ 29,000 | $ 14,000 | $ 0 |
Collaboration Agreement - Addit
Collaboration Agreement - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2019 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Research and development | $ 4,594 | $ 13,273 | $ 15,949 | $ 27,054 | |
License and Collaboration Agreement | Astellas Pharma LLC | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Payments received under collaboration agreement | $ 80,000 | ||||
joint cost | $ 67 | $ 108 | $ 81 | $ 301 | |
License and Collaboration Agreement | Maximum | Astellas Pharma LLC | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Revenue recognized potential development milestone payments to receive | 230,000 | ||||
Revenue recognized commercialization milestone payments to receive | $ 315,000 |
License Agreements - Additional
License Agreements - Additional Information (Details) | 1 Months Ended | |||||
Apr. 06, 2023 | Mar. 29, 2023 | Feb. 21, 2023 | Feb. 28, 2019 | Sep. 30, 2018 | Dec. 31, 2016 | |
MIT | ||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||
Right to terminate agreement upon prior written notice if insolvent | 3 months | |||||
CALIBR | ||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||
Description of conditions to terminate license agreement | the Company sent CALIBR a notice stating that the Company would be terminating the CALIBR License Agreement in 30 days’ time. | |||||
Right to terminate agreement if breach remains uncured | 30 days | |||||
MEE | ||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||
Description of conditions to terminate license agreement | the Company sent MEE a notice stating that the Company would be terminating the MEE License Agreement in 30 business days’ time. | |||||
Right to terminate agreement if breach remains uncured | 30 days | |||||
Patent License Agreement | MIT | ||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||
License agreement entered date | 2016-12 | |||||
Patent License Agreement | CALIBR | ||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||
License agreement entered date | 2018-09 | |||||
Non-Exclusive Patent License Agreement | MEE | ||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||
License agreement entered date | 2019-02 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Lessee Lease Description [Line Items] | |
Losses related to indemnification obligations | $ 0 |
Legal contingencies, accruals recorded | $ 0 |
Lexington Massachusetts Facility | |
Lessee Lease Description [Line Items] | |
Operating lease term | 10 years |
Security deposit classified as restricted cash | $ 1,699 |
Sublease (Additional Informatio
Sublease (Additional Information) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jul. 07, 2024 USD ($) | Jul. 07, 2023 USD ($) | Jul. 08, 2022 ft² | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Sublease income | $ 593 | $ 1,186 | |||
Sublease Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Rentable square feet | ft² | 30,040 | ||||
Sublease rent per month | $ 203 | $ 197 |
Sublease - Summary of future su
Sublease - Summary of future sublease income (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 | $ 1,186 |
2024 | 1,383 |
Total future sublease income | $ 2,569 |
Restructuring (Additional Infor
Restructuring (Additional Information) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Feb. 13, 2023 | Jun. 30, 2023 | |
Restructuring Charges [Abstract] | ||
Reduction in Workforce due to Restructuring | 55% | |
Restructuring related expenses | $ 4,329 | |
Restructuring and Related Cost, Accelerated Depreciation | 360 | |
Accelerated Hearing Program Charges | 129 | |
Severance and other benefit-related costs | $ 3,840 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring-related charges (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Charges | $ 4,329 |
Research and Development | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Charges | 2,627 |
General and Administrative | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Charges | 1,702 |
Accelerated FX-322 charges | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Charges | 129 |
Accelerated FX-322 charges | Research and Development | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Charges | 129 |
Severance and other benefit-related costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Charges | 3,840 |
Severance and other benefit-related costs | Research and Development | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Charges | 2,138 |
Severance and other benefit-related costs | General and Administrative | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Charges | 1,702 |
Accelerated depreciation charges [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Charges | $ 360 |
Restructuring - Schdule of Chan
Restructuring - Schdule of Changes to the liability for the restructuring (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructing liabilities Ending | $ 1,953 |
Accelerated FX-322 charges | |
Restructuring Cost and Reserve [Line Items] | |
Liability balance Opening | 0 |
Net charges | 46 |
Restructing liabilities Ending | 46 |
Accelerated FX-345 charges | |
Restructuring Cost and Reserve [Line Items] | |
Liability balance Opening | 0 |
Net charges | 1,953 |
Severance and other benefit-related costs | |
Restructuring Cost and Reserve [Line Items] | |
Liability balance Opening | 0 |
Net charges | 1,907 |
Restructing liabilities Ending | $ 1,907 |
Restructuring - Schedule of inc
Restructuring - Schedule of incurred charges due to restructuring (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Restructuring and Related Activities [Abstract] | |
Accelerated depreciation charges | $ 360 |
Accelerated Hearing Program Charges | 129 |
Severance and other benefit-related costs | 3,840 |
Total | $ 4,329 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) $ in Thousands | Jul. 14, 2023 USD ($) | Jul. 08, 2022 ft² |
Sublease Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Rentable square feet | ft² | 30,040 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Termination Fees | $ 1,500 | |
Subsequent Event [Member] | Merger Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Termination Fees | $ 4,000 |