Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | PROMETHEUS BIOSCIENCES, INC. | |
Entity Central Index Key | 0001718852 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 47,809,476 | |
Entity File Number | 001-40187 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-4282653 | |
Entity Address, Address Line One | 3050 Science Park Road | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | 858 | |
Local Phone Number | 422-4300 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | RXDX | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 113,345 | $ 292,423 |
Short term investments | 600,325 | 403,329 |
Accounts receivable | 1,029 | |
Prepaid expenses and other current assets | 12,734 | 11,370 |
Total current assets | 726,404 | 708,151 |
Property and equipment, net | 3,701 | 3,877 |
Right-of-use asset | 27,338 | 27,774 |
Other assets | 971 | 971 |
Total assets | 758,414 | 740,773 |
Current liabilities | ||
Accounts payable | 1,161 | 762 |
Accrued compensation | 2,039 | 4,819 |
Accrued expenses and other current liabilities | 11,509 | 12,721 |
Deferred revenue | 1,146 | 1,298 |
Lease liabilities, current portion | 3,485 | 3,217 |
Total current liabilities | 19,340 | 22,817 |
Deferred revenue, non-current | 15,479 | 15,667 |
Lease liabilities, net of current portion | 25,978 | 26,321 |
Total liabilities | 60,797 | 64,805 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock-$0.0001 par value; 40,000,000 shares authorized at March 31, 2023 and December 31, 2022; No shares issued and outstanding at March 31, 2023 and December 31, 2022 | ||
Common stock-$0.0001 par value; 400,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 47,715,121 shares and 46,845,573 shares issued at March 31, 2023 and December 31, 2022, respectively; 47,714,178 shares and 46,841,661 shares outstanding at March 31, 2023 and December 31, 2022, respectively; | 5 | 5 |
Additional paid-in capital | 1,069,813 | 1,007,485 |
Accumulated other comprehensive loss | (232) | (429) |
Accumulated deficit | (371,969) | (331,093) |
Total stockholders’ equity | 697,617 | 675,968 |
Total liabilities and stockholders’ equity | $ 758,414 | $ 740,773 |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 40,000,000 | 40,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 47,715,121 | 46,845,573 |
Common stock, shares outstanding | 47,714,178 | 46,841,661 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Collaboration revenue | $ 1,105 | $ 3,919 |
Operating expenses: | ||
Research and development | 36,417 | 27,930 |
General and administrative | 13,392 | 8,085 |
Total operating expense | 49,809 | 36,015 |
Loss from operations | (48,704) | (32,096) |
Other income: | ||
Interest income | 7,828 | 30 |
Total other income | 7,828 | 30 |
Net loss | (40,876) | (32,066) |
Other comprehensive gain: | ||
Unrealized gain on marketable securities, net | 197 | |
Comprehensive loss | $ (40,679) | $ (32,066) |
Net loss per share, basic | $ (0.86) | $ (0.82) |
Net loss per share, diluted | $ (0.86) | $ (0.82) |
Weighted average shares outstanding, basic | 47,461,230 | 39,006,794 |
Weighted average shares outstanding, diluted | 47,461,230 | 39,006,794 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning Balance at Dec. 31, 2021 | $ 235,155 | $ 4 | $ 424,492 | $ (189,341) | |
Balance, shares at Dec. 31, 2021 | 38,943,110 | ||||
Issuance of common stock upon exercise of stock options | 349 | 349 | |||
Issuance of common stock upon exercise of stock options, shares | 142,391 | ||||
Vesting of early exercised stock options | 6 | 6 | |||
Vesting of early exercised stock options, shares | 4,311 | ||||
Stock-based compensation | 3,279 | 3,279 | |||
Net loss | (32,066) | (32,066) | |||
Ending Balance at Mar. 31, 2022 | 206,723 | $ 4 | 428,126 | (221,407) | |
Balance, shares at Mar. 31, 2022 | 39,089,812 | ||||
Beginning Balance at Dec. 31, 2022 | $ 675,968 | $ 5 | 1,007,485 | $ (429) | (331,093) |
Balance, shares at Dec. 31, 2022 | 46,841,661 | 46,841,661 | |||
Issuance of common stock upon exercise of stock options | $ 2,929 | 2,929 | |||
Issuance of common stock upon exercise of stock options, shares | 387,387 | 387,387 | |||
Issuance of common stock in public offerings, net of issuance costs | $ 50,012 | 50,012 | |||
Issuance of common stock in public offerings, net of issuance costs, shares | 483,256 | ||||
Vesting of early exercised stock options | 5 | 5 | |||
Vesting of early exercised stock options, shares | 1,874 | ||||
Stock-based compensation | 9,382 | 9,382 | |||
Unrealized gain on marketable securities | 197 | 197 | |||
Net loss | (40,876) | (40,876) | |||
Ending Balance at Mar. 31, 2023 | $ 697,617 | $ 5 | $ 1,069,813 | $ (232) | $ (371,969) |
Balance, shares at Mar. 31, 2023 | 47,714,178 | 47,714,178 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Convertible Preferred Stock and Stockholders' Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Common Stock [Member] | |
Stock issuance costs | $ 3,147 |
Unaudited Condensed Statement_4
Unaudited Condensed Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (40,876) | $ (32,066) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 233 | 87 |
Stock-based compensation expenses | 9,382 | 3,279 |
Amortization of premiums and discounts on marketable securities, net | (4,996) | |
Noncash lease expense | 436 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,029 | (209) |
Prepaid expenses and other current assets | (1,328) | 388 |
Accounts payable | 464 | 746 |
Accrued compensation | (2,779) | (3,762) |
Accrued expenses and other current liabilities | (693) | 4,071 |
Deferred revenue | (340) | (1,937) |
Operating lease liabilities | (76) | 15 |
Net cash used in operating activities | (39,544) | (29,388) |
Cash flows from investing activities | ||
Purchases of property and equipment | (530) | (955) |
Proceeds from maturities of short term investments | 82,600 | |
Purchases of short term investments | (274,403) | |
Net cash used in investing activities | (192,333) | (955) |
Cash flows from financing activities | ||
Proceeds from sale of common stock in public offerings, gross | 53,159 | |
Payment of financing costs | (3,253) | (226) |
Proceeds from issuance of common stock upon stock option exercises | 2,893 | 349 |
Net cash provided by financing activities | 52,799 | 123 |
Net decrease in cash and cash equivalents | (179,078) | (30,220) |
Cash and cash equivalents at beginning of period | 292,423 | 257,254 |
Cash and cash equivalents cash at end of period | 113,345 | 227,034 |
Supplemental disclosures | ||
Cash paid for income taxes | 4 | |
Right-of-use assets obtained in exchange for lease liabilities | 14,597 | |
Supplemental schedule of non-cash investing and financing activities | ||
Vesting of early exercised stock options | 5 | 6 |
Financing costs incurred, but not paid, included in accrued expenses and accounts payable | 339 | |
Costs incurred, but not paid, in connection with capital expenditures included in accounts payable | $ 34 | $ 291 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization | 1. Organization Prometheus Biosciences, Inc. (the Company) was incorporated in the state of Delaware on October 26, 2016 under the name Precision IBD, Inc. and is headquartered in San Diego, California. The Company changed its name to Prometheus Biosciences, Inc. on October 1, 2019. The Company’s business is focused on the discovery, development and commercialization of novel therapeutic and diagnostic products for the treatment of immune-mediated diseases, starting first with inflammatory bowel disease (IBD). Liquidity The Company has incurred net losses since inception, experienced negative cash flows from operations, and as of March 31, 2023, has an accumulated deficit of $ 372.0 million . The Company has historically financed its operations primarily through private placements of convertible preferred stock, proceeds from the Company’s IPO in March 2021 and proceeds from the sale of its common stock through a public offering and an “at the market” offering. The Company expects operating losses and negative cash flows from operations to continue for the foreseeable future. The Company believes its current capital resources will be sufficient for the Company to continue as a going concern for at least one year from the issuance date of these condensed financial statements. The Company will be required to raise additional capital, however, there can be no assurance as to whether additional financing will be available on terms acceptable to the Company, if at all. If sufficient funds on acceptable terms are not available when needed, it would have a negative impact on the Company’s financial condition and could force the Company to delay, limit, reduce, or terminate product development or future commercialization efforts or grant rights to develop and market product candidates or testing products that the Company would otherwise plan to develop. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities in the Company’s condensed financial statements and accompanying notes. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions. On an ongoing basis, management evaluates its estimates, primarily related to revenue recognition, stock-based compensation, marketable securities, accrued research and development costs, and the incremental borrowing rate for lease liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Estimates relating to the valuation of stock require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Unaudited Interim Financial Information The unaudited financial statements at March 31, 2023, and for the three months ended March 31, 2023 and 2022, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC), and with GAAP applicable to interim financial statements. These unaudited financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of only normal recurring accruals, which in the opinion of management are necessary to a fair statement of the Company’s financial position as of the interim date and results of operations for the interim periods presented. Interim results are not necessarily indicative of results for a full year or future periods. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ materially from those estimates. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2022 , included in the Annual Report on Form 10-K filed with the SEC on February 28, 2023. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by management in making decisions regarding resource allocation and assessing performance. The Company manages its operations as a single operating segment in the United States for the purposes of assessing performance and making operating decisions. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The cash and cash equivalents balance at March 31, 2023 and December 31, 2022 represent cash in readily available checking accounts, money market accounts, and commercial paper. Marketable Securities The Company’s marketable securities primarily consist of commercial paper, corporate debt securities, and U.S. government and agency securities classified within cash and cash equivalents and short-term investments depending on their maturity date at the time of purchase. The Company classifies its marketable securities as available-for-sale and records such assets at estimated fair value in the condensed balance sheets, with unrealized gains and losses, if any, reported as a component of other comprehensive income (loss) within the condensed statements of operations and comprehensive loss and as a separate component of stockholders’ equity. The Company classifies marketable securities with remaining maturities greater than one year as current assets because such marketable securities are available to fund the Company’s current operations. Realized gains and losses are calculated on the specific identification method and recorded as interest income (expense). There were no realized gains and losses from sales of marketable securities during any of the periods presented. At each balance sheet date, the Company assesses available-for-sale debt securities in an unrealized loss position to determine whether the unrealized loss or any potential credit losses should be recognized in net income (loss). For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through net income (loss). For available-for-sale securities that do not meet the aforementioned criteria, 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 severity of the impairment, any changes in interest rates, underlying credit ratings, and forecasted recovery, among other factors. The credit-related portion of unrealized losses, and any subsequent improvements, are recorded as an allowance in interest income. There have been no impairment or credit losses recognized during the periods presented. The Company excludes the applicable accrued interest from both the fair value and amortized costs basis of the Company’s available-for-sale securities for purposes of identifying and measuring an impairment. At March 31, 2023 , $ 1.6 million of accrued interest receivable on available-for-sale securities is recorded within prepaid expenses and other current assets within the accompanying condensed balance sheets. The Company made an accounting policy election to (1) not measure an allowance for credit loss for accrued interest receivable, and (2) to write-off any uncollectible accrued interest receivable as a reversal of interest income in a timely manner, which the Company considers to be in the period in which it determines the accrued interest will not be collected. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash, cash equivalents, short-term investments, and accounts receivable. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Accounts Receivable Accounts receivable is stated at the original invoice amount and consists of certain research and development and contract manufacturing costs subject to reimbursement under the Company’s collaboration agreements. The Company did no t record any credit losses as of March 31, 2023 and December 31, 2022 . Property and Equipment, Net Property and equipment is stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, which ranges from two to ten years . Repairs and maintenance charges that do not increase the useful life of the assets are charged to operating expenses as incurred. Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. Lease terms are determined at the commencement date by considering whether renewal options and termination options are reasonably assured of exercise. For its long-term operating leases, the Company recognizes a lease liability and a right-of-use (ROU) asset on its balance sheets and recognizes lease expense on a straight-line basis over the lease term. The lease liability is determined as the present value of future lease payments using the discount rate implicit in the lease or, if the implicit rate is not readily determinable, an estimate of the Company’s incremental borrowing rate. The ROU asset is based on the lease liability, adjusted for any prepaid or deferred rent. The Company aggregates all lease and non-lease components for each class of underlying assets into a single lease component and variable charges for common area maintenance and other variable costs are recognized as expenses as incurred. The Company has elected to not recognize a lease liability or ROU asset in connection with short-term operating leases and recognizes lease expense for short-term operating leases on a straight-line basis over the lease term. The Company does not have any finance leases. Long-Lived Assets The Company’s long-lived assets are comprised principally of its property and equipment. If the Company identifies a change in the circumstances related to its long-lived assets that indicates the carrying value of any such asset may not be recoverable, the Company will perform an impairment analysis. A long-lived asset is not recoverable when the undiscounted cash flows expected to be generated by the asset (or asset group) are less than the asset’s carrying amount. Any required impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value, and would be recorded as a reduction in the carrying value of the related asset and a charge to operating expense. Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (ASC 606). In accordance with ASC 606, the Company performs the following steps in determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of these agreements: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as, the Company satisfies each performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. To date, all of the Company’s collaboration revenue has been derived from its collaboration agreement with Dr. Falk Pharma GmbH and its collaboration agreement with Millennium Pharmaceuticals, Inc., a subsidiary of Takeda Pharmaceutical Company Limited (collectively, Takeda) as described in Note 6. The terms of these arrangements include the following types of payments to the Company: non-refundable, up-front license fees; development, regulatory and commercial milestone payments; payments for research and development services provided by the Company; and royalties on net sales of licensed products. At the initiation of an agreement, the Company analyzes whether each unit of account results in a contract with a customer under ASC 606 or in an arrangement with a collaborator subject to guidance under ASC 808, Collaborative Arrangements. The Company considers a variety of factors in determining the appropriate estimates and assumptions under these arrangements, such as whether the elements are distinct performance obligations, whether there are observable stand-alone prices, and whether any licenses are functional or symbolic. The Company evaluates each performance obligation to determine if it can be satisfied and recognized as revenue at a point in time or over time. Typically, license fees, non-refundable upfront fees, and funding of research activities are considered fixed, while milestone payments are identified as variable consideration which must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. The Company estimates the amount of variable consideration using the most likely amount, as milestone payments typically only have two possible outcomes. The Company recognizes revenue for sales-based royalty promised in exchange for the license of intellectual property only when the subsequent sale occurs. Any cumulative effect of revisions to estimated costs to complete the Company’s performance obligation will be recorded in the period in which changes are identified and amounts can be reasonably estimated. This approach requires the Company to use significant judgement and make estimates of future expenditures. If the Company’s estimates or judgements change over the course of the collaboration, they may affect the timing and amount of revenue that it recognizes in the current and future periods. The Company may allocate transaction price using a number of methods including estimating standalone selling price of performance obligations and using the residual approach when the standalone selling price of the license is highly variable or uncertain, and observable standalone selling prices exist for the other goods or services promised in the contract. The Company receives payments from its collaborators based on terms established in each contract. Upfront payments and other payments may require deferral of revenue recognition to a future period until the Company is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the payment by the customer is akin to a deposit for research and development services. Research and Development and Clinical Trial Accruals Research and development costs are charged to expense as incurred. Research and development expenses include certain payroll and personnel expenses, laboratory supplies, consulting costs, external contract research and development expenses, costs related to manufacturing the Company’s product candidates for clinical trials and preclinical studies, and allocated overhead, including rent, information technology, property and equipment depreciation and utilities. Advance payments for goods or services for future research and development activities are deferred and expensed as the goods are delivered or the related services are performed. The Company estimates preclinical studies and clinical trial expenses based on the services performed pursuant to contracts with research institutions and clinical research organizations that conduct and manage preclinical studies and clinical trials on the Company’s behalf. In addition, clinical study and trial materials are manufactured by contract manufacturing organizations. In accruing for these services, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. These estimates are based on communications with the third-party service providers and the Company’s estimates of accrued expenses and on information available at each balance sheet date. 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. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees related to stock options, restricted stock units, and shares granted under the Company’s 2021 Employee Stock Purchase Plan (the ESPP). Stock-based compensation expense represents the cost of the grant date fair value of applicable awards recognized over the requisite service period (usually the vesting period) on a straight-line basis, net of actual forfeitures during the period. The Company estimates the fair value of stock options and shares purchased under the ESPP using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Stock-based compensation expense related to restricted stock units is determined based upon the fair market value of the Company’s stock on the grant date. Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on marketable securities. Comprehensive gains (losses) have been reflected in the statements of operations and comprehensive loss for all periods presented. Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. The Company has excluded 3,236 and 16,169 weighted-average shares subject to repurchase or forfeiture from the weighted-average number of common shares outstanding for the three months ended March 31, 2023 and 2022, respectively. Dilutive common stock equivalents are comprised of options and restricted stock units outstanding under the Company’s equity incentive plan, warrants to purchase common stock, and 2021 Employee Stock Purchase Plan (ESPP) shares pending issuance. Basic and diluted net loss attributable to common holders per share are presented in conformity with the two-class method required for participating securities as the convertible preferred stock are considered participating securities. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. Accordingly, for the three months ended March 31, 2023 and 2022, there is no difference in the number of shares used to calculate basic and diluted shares outstanding. Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): March 31, 2023 2022 Common stock options issued and outstanding 7,055,373 6,340,791 Warrants to purchase common stock — 14,884 ESPP shares pending issuance 13,949 17,210 Restricted stock units 259,162 — Total 7,328,484 6,372,885 Recent Accounting Pronouncements From time to time, new accounting standards are issued by the Financial Accounting Standards Board or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. |
Fair Value Measurements and Fai
Fair Value Measurements and Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Fair Value of Financial Instruments | 3. Fair Value Measurements and Fair Value of Financial Instruments The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The carrying amounts of prepaid and other assets, accounts payable and accrued liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. The following tables summarize the Company’s financial instruments measured at fair value on a recurring basis (in thousands): Fair Value Measurements At Total Quoted Significant Significant As of March 31, 2023 Assets: Cash and cash equivalents: Money market funds $ 79,484 $ 79,484 $ — $ — Commercial paper 10,000 — 10,000 — Total cash and cash equivalents $ 89,484 $ 79,484 $ 10,000 $ — Short-term investments: Commercial paper $ 339,590 $ — $ 339,590 $ — Corporate debt securities 17,995 — 17,995 — U.S. government and agency securities 242,740 9,865 232,875 — Total short-term investments $ 600,325 $ 9,865 $ 590,460 $ — Total assets measured at fair value $ 689,809 $ 89,349 $ 600,460 $ — Fair Value Measurements At Total Quoted Significant Significant As of December 31, 2022 Assets: Cash and cash equivalents: Money market funds $ 182,337 $ 182,337 $ — $ — Commercial paper 66,680 — 66,680 — Total cash and cash equivalents $ 249,017 $ 182,337 $ 66,680 $ — Short-term investments: Commercial paper $ 235,772 $ — $ 235,772 $ — Corporate debt securities 17,801 — 17,801 — U.S. government and agency securities 149,756 17,755 132,001 — Total short-term investments $ 403,329 $ 17,755 $ 385,574 $ — Total assets measured at fair value $ 652,346 $ 200,092 $ 452,254 $ — The Company determines the fair value of its marketable securities based on one or more valuations from its investment accounting and reporting service provider. The investment service provider values the securities using a hierarchical security pricing model that relies primarily on valuations provided by an industry-recognized valuation service. Such valuations may be based on trade prices in active markets for identical assets (Level 1 inputs) or valuation models using inputs that are observable either directly or indirectly (Level 2 inputs), such as quoted prices for similar assets, yield curves, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, and broker and dealer quotes, as well as other relevant economic measures. There were no transfers within the hierarchy during the three months ended March 31, 2023 and 2022 . The Company had no Level 3 liabilities measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2023 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | 4. Marketable Securities . The following tables summarize marketable securities (in thousands): As of March 31, 2023 Unrealized Maturity (in years) Amortized Unrealized Gains Unrealized Losses Estimated Cash and cash equivalents: Money market funds $ 79,484 $ — $ — $ 79,484 Commercial paper 1 or less 9,997 3 — 10,000 Total cash and cash equivalents $ 89,481 $ 3 $ — $ 89,484 Short-term investments: Commercial paper 1 or less $ 339,750 $ 28 $ ( 188 ) $ 339,590 Corporate debt securities 1 or less 17,990 5 — 17,995 U.S. government and agency securities 2 or less 242,820 103 ( 183 ) 242,740 Total short-term investments $ 600,560 $ 136 $ ( 371 ) $ 600,325 Total marketable securities $ 690,041 $ 139 $ ( 371 ) $ 689,809 As of December 31, 2022 Unrealized Maturity (in years) Amortized Unrealized Gains Unrealized Losses Estimated Cash and cash equivalents: Money market funds $ 182,337 $ — $ — $ 182,337 Commercial paper 1 or less 66,666 14 — 66,680 Total cash and cash equivalents $ 249,003 $ 14 $ — $ 249,017 Short-term investments: Commercial paper 1 or less $ 235,945 $ — $ ( 173 ) $ 235,772 Corporate debt securities 1 or less 17,805 — ( 4 ) 17,801 U.S. government and agency securities 2 or less 150,022 — ( 266 ) 149,756 Total short-term investments $ 403,772 $ — $ ( 443 ) $ 403,329 Total marketable securities $ 652,775 $ 14 $ ( 443 ) $ 652,346 As of March 31, 2023 , no ne of the marketable securities held have been in an unrealized loss position for greater than 12 months. The Company does not intend to sell these investments and it is not likely that the Company will be required to sell these investments before recovery of their amortized cost basis. Accordingly, no allowance for credit losses was recorded. |
Balance Sheet Details
Balance Sheet Details | 3 Months Ended |
Mar. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | 5. Balance Sheet Details Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Prepaid clinical trial expenses $ 4,675 $ 4,015 Prepaid contract manufacturing expenses 897 2,898 Prepaid research and development expenses 2,932 2,251 Other prepaid expenses 4,230 2,206 Total $ 12,734 $ 11,370 Property and equipment, Net Property and equipment, net, consist of the following (in thousands): March 31, December 31, Laboratory equipment $ 3,322 $ 3,281 Computer equipment 775 759 Office equipment and furniture 873 873 4,970 4,913 Less accumulated depreciation ( 1,269 ) ( 1,036 ) Total $ 3,701 $ 3,877 Depreciation expense related to property and equipment was $ 0.2 million and $ 0.1 million for the three months ended March 31, 2023 and 2022, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): March 31, December 31, Accrued clinical trial expenses $ 1,185 $ 4,407 Accrued contract manufacturing expenses 5,540 4,065 Accrued research and development expenses 3,103 2,958 Accrued legal expenses 718 371 Unvested early exercise liability 6 11 Accrued other 957 909 Total $ 11,509 $ 12,721 |
Collaboration and License Agree
Collaboration and License Agreements | 3 Months Ended |
Mar. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration and License Agreements | 6. Collaboration and License Agreements Exclusive License Agreement with Cedars-Sinai Medical Center In September 2017, the Company entered into an Exclusive License Agreement with Cedars-Sinai Medical Center (Cedars-Sinai), a related party, as amended and restated (the Cedars-Sinai Agreement). Under the terms of the Cedars-Sinai Agreement, Cedars-Sinai granted the Company an exclusive, worldwide, royalty bearing license with respect to certain patent rights, information and materials related to therapeutic targets and companion diagnostic products, in each case to conduct research, develop, and commercialize therapeutic and diagnostic products for human use. The licensed technology includes information and materials arising out of Cedars-Sinai’s database and biobank, as well as exclusive access to this database and biobank, which is an integral part of the Company’s Prometheus360 platform. In August 2021, the Company and Cedars-Sinai amended and restated the Cedars-Sinai Agreement to, among other things, add a joint steering committee and cover new intellectual property. As consideration for the license rights, in September 2017 the Company issued (i) 257,500 shares of fully vested common stock, and (ii) 335,000 shares of unvested restricted common stock, all of which is vested as of December 31, 2020. The fair value of all of the shares were measured at the date of issuance. The shares of unvested restricted common stock had vesting conditions tied to continuing services required of certain Cedars-Sinai employees pursuant to consulting agreements with the Company. One third of the restricted shares were released from restriction annually on the anniversary of the Cedars-Sinai Agreement over a three-year period. Additionally, the Company is obligated to pay Cedars-Sinai low- to mid-single digit percentage royalties on net sales of products covered under the Cedars-Sinai Agreement. The term of, and the Company’s royalty obligations under, the Cedars-Sinai Agreement expires on a licensed product-by-product and country-by-country basis on the later of ten years from the date of first commercial sale or when there is no longer a valid patent claim covering such licensed product in such country. Co-Development and Manufacturing Agreement with Dr. Falk Pharma GmbH In July 2020, the Company entered into a Co-Development and Manufacturing Agreement (the Falk Agreement) with Dr. Falk Pharma GmbH (Falk), pursuant to which the parties will co-develop and commercialize, exclusively in their respective territories, therapeutic product candidates targeting members of the TNF super family for the treatment of UC and CD under the Company’s PRA052 program. Under the Falk Agreement, the Company is obligated to use commercially reasonable efforts to conduct development activities under an agreed development plan and the Company is responsible for regulatory approvals and commercialization of any products in the United States and the rest of the world, other than the Falk territory. Falk is responsible for regulatory approvals and commercialization of any products in the European Union, United Kingdom, Switzerland, the countries of the European Economic Area (excluding Malta and the Republic of Cyprus), Australia and New Zealand (Falk territory). Falk agreed to fund 25 % of the Company’s third-party development costs set forth in the development plan. Under the agreement, Falk paid the Company an upfront payment of $ 2.5 million and made a second payment of $ 2.5 million following the parties’ mutual agreement on the development plan. In addition, in June 2021, Falk made a milestone payment to the Company of $ 10 million upon the selection of a clinical candidate for the PRA052 program and, in December 2021, Falk made the final milestone payment of $ 5 million, based on the Company’s development of a diagnostic candidate for the PRA052 program. Falk is also obligated to pay the Company a mid-single to low-double digit royalty on net sales of all products incorporating antibodies covered by the agreement in the Falk territory, and the Company agreed to pay Falk a low-single digit royalty on net sales for such products in the Company’s territory. The Company has identified one performance obligation for all the deliverables under the Falk Agreement. Accordingly, the Company is recognizing revenue for the transaction price allocated to the performance obligation in an amount proportional to the collaboration expenses incurred and the total estimated collaboration expenses over the eight-year period over which it expects to satisfy its performance obligation. The Company included the upfront payment and all milestone payments in the transaction price as it was deemed not probable of significant reversal at the inception of the agreement. In connection with the Falk Agreement, the Company recognized revenue of $ 1.1 million and $ 2.7 million for the three months ended March 31, 2023 and 2022 , respectively. The Company had deferred revenue of $ 16.6 million and $ 17.0 million as of March 31, 2023 and December 31, 2022, respectively. This deferred revenue balance is expected to be recognized proportionally as expenses are incurred over the estimated eight-year term. A reconciliation of deferred revenue related to the Falk Agreement for the three months ended March 31, 2023 is as follows (in thousands): Falk Balance at December 31, 2022 $ 16,965 Amounts received in 2023 — Revenue recognized in 2023 ( 340 ) Balance at March 31, 2023 $ 16,625 The Company recognized revenue of $ 0.3 million out of the beginning deferred revenue balance and $ 0.8 million in development costs during the three months ended March 31, 2023. Companion Diagnostic Development Agreement with Millennium Pharmaceuticals, Inc. In March 2019, the Company entered into a Companion Diagnostics Development and Collaboration Agreement (the Takeda Agreement) with Millennium Pharmaceuticals, Inc., a wholly-owned subsidiary of Takeda. In March 2022, the Company and Takeda mutually agreed to terminate the agreement, effective April 2022, and recognized the remaining deferred revenue balance of $ 1.2 million during the three months ended March 31, 2022. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity Sale Agreement On April 1, 2022, the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC (the “Agent”), pursuant to which the Company may, from time to time, offer and sell shares of the Company’s common stock having an aggregate offering price of up to $ 150.0 million in “at the market” offerings through the Agent. Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of 3.0 % of the gross proceeds of any shares of common stock sold under the Sale Agreement. The Company is not obligated to sell, and the Agent is not obligated to buy or sell, any shares of common stock under the Sale Agreement. No assurance can be given that the Company will sell any shares of common stock under the Sale Agreement, or, if it does, as to the price or amount of shares of common stock that it sells or the dates when such sales will take place. The Company and the Agent may each terminate the Sale Agreement at any time upon specified prior written notice. As of March 31, 2023 , the Company has sold 2,540,348 shares of its common stock under the Sale Agreement at a weighted-average price of $ 35.19 resulting in net proceeds of approximately $ 85.9 million. Public Offering In December 2022, the Company completed the sale of an aggregate of 4,545,455 shares of its common stock in an underwritten public offering, at a price of $ 110.00 per share. The net proceeds to the Company from the offering were approximately $ 470.5 million after deducting underwriting discounts, commissions and public offering expenses payable by the Company. In January 2023, the underwriters exercised an option granted under the terms of the underwriting agreement to purchase an additional 483,256 shares of the Company's common stock at $ 110.00 per share. The exercise of the option resulted in net proceeds of $ 50.0 million to the Company after deducting for offering costs. As of March 31, 2023, the option has expired and is no longer exercisable for the purchase of additional shares of common stock. Equity Incentive Plan In 2017, the Company adopted the 2017 Equity Incentive Plan (the 2017 Plan), which as amended, had 5,524,354 shares of common stock reserved for issuance. Under the 2017 Plan, the Company could grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are employees, non-employee directors or consultants of the Company or its subsidiaries. The maximum term of the options granted under the 2017 Plan was no more than ten years . The 2017 Plan allowed for the early exercise of all stock options granted if authorized by the board of directors at the time of grant. In February 2021, the board of directors adopted, and the Company’s stockholders approved, the 2021 Incentive Award Plan (the 2021 Plan), which became effective in connection with the IPO. Pursuant to the 2021 Plan, the Company ceased granting awards under the 2017 Plan. Under the 2021 Plan, the Company may grant stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation rights, and other stock or cash-based awards to individuals who are then employees, officers, non-employee directors or consultants of the Company. The number of shares initially available for issuance under awards granted pursuant to the 2021 Plan is the sum of (1) 3,600,000 shares of common stock, plus (2) any shares subject to outstanding awards under the 2017 Plan as of the effective date of the 2021 Plan that become available for issuance under the 2021 Plan thereafter in accordance with its terms. In addition, the number of shares of common stock available for issuance under the 2021 Plan will be increased annually on the first day of each fiscal year during the term of the 2021 Plan, beginning with the 2022 fiscal year, by an amount equal to the lesser of (a) 5 % of the shares of common stock outstanding on the final day of the immediately preceding calendar year or (b) such smaller number of shares as determined by the Company’s board of directors. The number of shares of common stock available for issuance increased by 5 % at January 1, 2023, and at March 31, 2023 , 4,172,599 shares remain available for issuance under the 2021 Plan, including the automatic increase of 2,342,278 on January 1, 2023. The maximum term of options granted under the 2021 Plan is ten years and grants generally vest at 25 % one year from the vesting commencement date and ratably each month thereafter for a period of 36 months, subject to continuous service. The Company’s stock option activity for the three months ended March 31, 2023 is summarized in the following table: Number Weighted- Weighted- Aggregate Outstanding at December 31, 2022 7,418,790 $ 22.40 8.6 Granted 24,346 $ 115.41 Exercised ( 387,387 ) $ 7.56 Cancelled/forfeited ( 376 ) $ 2.90 Outstanding at March 31, 2023 7,055,373 $ 23.54 8.3 $ 592,717 Vested or expected to vest at March 31, 2023 7,055,373 $ 23.54 8.3 $ 592,717 Exercisable at March 31, 2023 2,630,969 $ 9.91 8.0 $ 256,333 The aggregate intrinsic values presented in the table above were calculated as the difference between the closing price of the Company’s common stock at March 31, 2023 and the exercise price of stock options that had strike prices below the closing price. The weighted-average grant date fair value of options granted during the three months ended March 31, 2023 and 2022 was $ 78.63 and $ 26.14 , respectively. The total intrinsic value of options exercised during the three months ended March 31, 2023 and 2022 was $ 42.3 million and $ 1.8 million, respectively. The grant date fair value of stock options was determined using the Black-Scholes option pricing model with the following assumptions: Three Months Ended 2023 2022 Risk-free interest rate 4 % 1.5 – 1.7 % Expected volatility 74.0 % 73.2 – 74.6 % Expected term (in years) 6.1 6.1 Expected dividend yield —% —% Expected Term —The expected term of options granted represents the period of time that the options are expected to be outstanding. Due to the lack of historical exercise history, the expected term of the Company’s employee stock options has been determined utilizing the simplified method for awards that qualify as plain-vanilla options. Expected Volatility —The estimated volatility was based on the historical volatility of the Company's common stock and the common stock of a group of publicly traded companies deemed comparable to the Company. The comparable companies are chosen based on their size and stage in the life cycle. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Risk-Free Interest Rate —The risk-free interest rate is the implied yield in effect at the time of the option grant based on U.S. Treasury securities with contract maturities similar to the expected term of the Company’s stock options. Dividend Rate —The Company has not paid any cash dividends on common stock since inception and does not anticipate paying any dividends in the foreseeable future. Consequently, an expected dividend yield of zero was used. Restricted Stock Units A summary of the Company’s restricted stock units activity is as follows (in thousands, except share and per share amounts): Number of Weighted Aggregate Intrinsic Value Balance at December 31, 2022 251,908 $ 74.18 Granted 7,254 $ 121.66 Cancelled — $ — Balance at March 31, 2023 259,162 $ 75.51 $ 27,813 Vested or expected to vest at March 31, 2023 259,162 $ 75.51 $ 27,813 The Company’s current restricted stock units vest 100 % three years from the grant date or annually over four years, subject to continued service. The fair-value of each restricted stock unit is determined on the grant date using the closing price of the Company’s common stock on the grant date. The aggregate intrinsic value of restricted stock units is the value of the shares awarded at the closing price of the Company's common stock at March 31, 2023. Employee Stock Purchase Plan In February 2021, the Company’s board of directors approved the ESPP, which became effective upon the pricing of the Company’s IPO on March 16, 2021. The ESPP permits participants to purchase common stock through payroll deductions of up to 20 % of their eligible compensation. Initially, a total of 360,000 shares of common stock were reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will be annually increased on the first day of each fiscal year during the term of the ESPP, beginning with the 2022 fiscal year, by an amount equal to the lessor of: (i) 1 % of the total number of shares of common stock outstanding on December 31st of the preceding calendar year; or (ii) such other amount as the Company’s board of directors may determine. The number of shares of common stock available for issuance under the ESPP increased by 1 % at January 1, 2023. Stock-based compensation expense for the three months ended March 31, 2023 and 2022 related to the ESPP was $ 0.2 million and $ 0.1 million, respectively. As of March 31, 2023 , the Company had issued 65,716 shares under the ESPP. The Company had an outstanding liability of $ 0.5 million at March 31, 2023, which is included in accrued compensation on the condensed balance sheets, for employee contributions to the ESPP for shares pending issuance at the end of the offering period. At March 31, 2023 , 1,152,346 shares remain available for issuance under the ESPP, including the automatic increase of 468,455 shares on January 1, 2023. The fair value of stock of the stock purchase right under the ESPP was determined using the Black-Scholes option pricing model with the following assumptions: Three Months Ended 2023 2022 Risk-free interest rate 1.4 – 4.8 % 0.03 – 0.33 % Expected volatility 56.5 – 79.5 % 71.6 – 83.9 % Expected term (in years) 0.5 – 1.5 0.5 – 1.64 Expected dividend yield —% —% Stock-Based Compensation Expense The following table summarizes the components of stock-based compensation expense recognized in the accompanying condensed statements of operations and comprehensive loss (in thousands): Three Months Ended 2023 2022 Research and development $ 3,268 $ 1,136 General and administrative 6,114 2,143 Total stock-based compensation $ 9,382 $ 3,279 As of March 31, 2023 , approximately $ 99.4 million of total unrecognized compensation expense related to unvested stock options and restricted stock units is expected to be recognized over a weighted-average period of 3.06 years. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following: March 31, December 31, Common stock options issued and outstanding 7,055,373 7,418,790 Restricted stock units 259,162 251,908 Shares available for issuance under equity incentive plan 4,172,599 1,861,545 Shares available for issuance under the ESPP 1,152,346 683,891 Total 12,639,480 10,216,134 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Leases In March 2021, the Company executed a non-cancellable lease agreement for office and laboratory space in San Diego, California (the Second Floor Lease). The Second Floor Lease and related monthly payments commenced in March 2022, and had an initial term of ten years with an option to extend the lease for an additional five-year term. The lease provides for initial monthly rental payments of approximately $ 0.2 million with rent escalation and the Company is also responsible for certain operating expenses and taxes throughout the lease term. In addition, the Company received $ 6.3 million of tenant improvements, all of which were deemed to be owned by the landlord. Under the relevant guidance, the Company recognized an operating lease ROU asset and lease liability of $ 14.6 million each based on the present value of the future minimum lease payments over the lease term at the commencement date, using the Company’s assumed incremental borrowing rate, and amortizes the ROU asset and lease liability over the lease term. Lease expense for operating leases is recognized on a straight-line basis over the lease term. In October 2021, the Company executed an amendment to the lease agreement to expand the leased premises (the First Floor Lease). The amended lease extends the initial term of the original lease to 127.5 months following the commencement date of the expansion premises, with an option to extend the lease term for an additional five-year term. In September 2022 , the Company took control of the expansion premises and the amended lease term commenced with an approximately 127.5 -month term for the expansion premises and the original premises. The Company recognized ROU assets and lease liabilities of $ 14.0 million on the Company’s condensed balance sheets related to the expansion premises. The First Floor Lease provides for initial monthly rental payments for the expansion premises of an additional approximately $ 0.2 million with rent escalation and the Company is also responsible for certain operating expenses and taxes throughout the lease term. In addition, the Company received an additional $ 6.1 million of tenant improvements for the expansion premises, all of which was deemed to be owned by the landlord. In June 2019, the Company acquired Prometheus Laboratories, Inc. (PLI) and the related intangible assets used by PLI. On December 31, 2020, the Company completed the spinoff of PLI by making an in-kind distribution of 100 % of its interest in PLI to the Company’s stockholders of record. In connection with the PLI spinoff, the Company entered into a sublease agreement for approximately 40,000 square feet in the PLI facility. The sublease agreement was for one year with an option to renew for an additional year. The sublease agreement was extended for six months and expired on June 30, 2022 in accordance with its terms. No further payment obligations exist after the termination date. Information related to the Company’s operating lease is as follows (in thousands): Three Months Ended 2023 2022 Operating lease cost $ 1,078 $ 87 Variable lease cost 298 — Short-term lease cost — 247 Total lease cost $ 1,376 $ 334 Cash paid for amounts included in the measurement of lease liabilities $ 718 $ 72 As of March 31, 2023 the weighted-average remaining lease term of the Company’s operating leases was 121 months and the weighted-average discount rate on the Company’s operating leases was 8.7 %. Future minimum lease payments and information related to the operating lease liability as of March 31, 2023 are as follows (in thousands): Remainder of 2023 $ 2,634 2024 4,058 2025 4,180 2026 4,305 2027 4,435 Thereafter 25,989 Total lease payments 45,601 Imputed interest ( 16,138 ) Lease liability 29,463 Less current portion of lease liability ( 3,485 ) Lease liability, net of current portion $ 25,978 Litigation From time to time, the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. Regardless of outcome, legal proceedings or claims can have an adverse impact on the company because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breech of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with officers and members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. At March 31, 2023 , no claims exist under indemnification arrangements and accordingly, no amounts have been accrued in its condensed financial statements as of March 31, 2023 . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions As discussed in Note 6, in September 2017, the Company entered into the Cedars-Sinai Agreement. A related-party relationship exists with Cedars-Sinai due to its percentage of common stock ownership and representation on the Company’s board of directors. As consideration for the license rights, the Company issued (i) 257,500 common stock shares at par value of $ 0.0001 per share, and (ii) 335,000 unvested restricted common stock shares at par value of $ 0.0001 per share. The parties also entered into additional license agreements as well as research agreements, under which the parties can provide research services to each other at pricing specified in the individual statements of work. During the three months ended March 31, 2023 and 2022, the Company incurred $ 35 thousand and zero , respectively, in costs under the research agreements. As a result of the PLI spinoff on December 31, 2020, the Company entered into a transition services agreement under which the Company provided PLI certain transitional services, including general and administrative, finance and clinical operations support, and PLI provided the Company with certain transitional services, including providing for the use of facilities under a sublease, in each case for specified monthly service fees. The transition services agreement was terminated in June 2022. During the three months ended March 31, 2023 and 2022, the Company paid PLI $ 21 thousand and $ 0.9 million, respectively. |
401(K) Plan
401(K) Plan | 3 Months Ended |
Mar. 31, 2023 | |
Compensation And Retirement Disclosure [Abstract] | |
401(K) Plan | 10. 401(K) Plan Effective January 1, 2018, the Company maintains a defined contribution 401(k) plan available to eligible employees. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. The Company, at its discretion, may make certain contributions to the 401(k) plan. Company contributions made during the three months ended March 31, 2023 and 2022 were $ 0.5 million and $ 0.4 million, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events On April 15, 2023, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Merck & Co., Inc., a New Jersey corporation (Merck), and Splash Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Merck (Merger Sub), pursuant to which, and on the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Merck (the Merger). Under the terms of the Merger Agreement, Merck, through the Merger Sub, will acquire all of the outstanding shares of Prometheus with the total equity value of the transaction estimated to be approximately $ 10.8 billion. The consummation of the Merger is subject to certain customary closing conditions set forth in the Merger Agreement, including (i) adoption of the Merger Agreement and approval of the Merger by the affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote thereon, (ii) the expiration or termination of the required waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as all other required waivers, approvals and waiting periods under certain other specified antitrust laws having been obtained, terminated or expired, and (iii) the absence of any injunction, order or decree by any court of competent jurisdiction preventing the consummation of the Merger, and any law or order that prohibits or makes illegal the consummation of the Merger. Subject to the terms and conditions of the Merger Agreement, each share of Company common stock, par value $ 0.0001 per share (each a Company Share) that is issued and outstanding immediately prior to the effective time of the Merger (the Effective Time), other than any Company Shares (i) owned immediately prior to the Effective Time by Merck, Merger Sub or the Company or by any direct or indirect wholly owned subsidiary of Merck, Merger Sub or the Company or (ii) owned by Company stockholders who are entitled to demand and have properly and validly demanded their appraisal rights under Delaware law, will be canceled and extinguished and automatically converted into the right to receive $ 200.00 per share in cash (the Merger Consideration), without interest and subject to any applicable withholding taxes. In addition, effective as of immediately prior to the Effective Time, (i) each outstanding Company stock option, whether vested or unvested, will be automatically canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of Company Shares underlying such option immediately prior to the Effective Time multiplied by (B) the amount, if any, by which the Merger Consideration exceeds the exercise price per share of such option, (ii) each outstanding Company restricted stock unit (RSU) will be automatically canceled and converted into the right to receive an amount in cash equal to the product of (A) the number of Company Shares underlying such RSU immediately prior to the Effective Time multiplied by (B) the Merger Consideration, without interest and subject to any applicable withholding taxes and (iii) each outstanding share of restricted stock of the Company will automatically become fully vested and converted into the right to receive the Merger Consideration. The Merger Agreement also contains certain customary termination rights in favor of each of the Company and Merck. If the Merger Agreement is terminated under specified circumstances, the Company will be required to pay Merck a termination fee of $ 325.4 million. The Merger Agreement also provides that, in connection with the termination of the Merger Agreement under specified circumstances including antitrust related circumstances, Merck will be required to pay the Company a “reverse termination fee” of $ 650.7 million. The transaction is expected to close in the third quarter of 2023, assuming satisfaction or waiver of all of the conditions to the Merger. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities in the Company’s condensed financial statements and accompanying notes. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions. On an ongoing basis, management evaluates its estimates, primarily related to revenue recognition, stock-based compensation, marketable securities, accrued research and development costs, and the incremental borrowing rate for lease liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Estimates relating to the valuation of stock require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The unaudited financial statements at March 31, 2023, and for the three months ended March 31, 2023 and 2022, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC), and with GAAP applicable to interim financial statements. These unaudited financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of only normal recurring accruals, which in the opinion of management are necessary to a fair statement of the Company’s financial position as of the interim date and results of operations for the interim periods presented. Interim results are not necessarily indicative of results for a full year or future periods. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ materially from those estimates. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2022 , included in the Annual Report on Form 10-K filed with the SEC on February 28, 2023. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by management in making decisions regarding resource allocation and assessing performance. The Company manages its operations as a single operating segment in the United States for the purposes of assessing performance and making operating decisions. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The cash and cash equivalents balance at March 31, 2023 and December 31, 2022 represent cash in readily available checking accounts, money market accounts, and commercial paper. |
Marketable Securities | Marketable Securities The Company’s marketable securities primarily consist of commercial paper, corporate debt securities, and U.S. government and agency securities classified within cash and cash equivalents and short-term investments depending on their maturity date at the time of purchase. The Company classifies its marketable securities as available-for-sale and records such assets at estimated fair value in the condensed balance sheets, with unrealized gains and losses, if any, reported as a component of other comprehensive income (loss) within the condensed statements of operations and comprehensive loss and as a separate component of stockholders’ equity. The Company classifies marketable securities with remaining maturities greater than one year as current assets because such marketable securities are available to fund the Company’s current operations. Realized gains and losses are calculated on the specific identification method and recorded as interest income (expense). There were no realized gains and losses from sales of marketable securities during any of the periods presented. At each balance sheet date, the Company assesses available-for-sale debt securities in an unrealized loss position to determine whether the unrealized loss or any potential credit losses should be recognized in net income (loss). For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through net income (loss). For available-for-sale securities that do not meet the aforementioned criteria, 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 severity of the impairment, any changes in interest rates, underlying credit ratings, and forecasted recovery, among other factors. The credit-related portion of unrealized losses, and any subsequent improvements, are recorded as an allowance in interest income. There have been no impairment or credit losses recognized during the periods presented. The Company excludes the applicable accrued interest from both the fair value and amortized costs basis of the Company’s available-for-sale securities for purposes of identifying and measuring an impairment. At March 31, 2023 , $ 1.6 million of accrued interest receivable on available-for-sale securities is recorded within prepaid expenses and other current assets within the accompanying condensed balance sheets. The Company made an accounting policy election to (1) not measure an allowance for credit loss for accrued interest receivable, and (2) to write-off any uncollectible accrued interest receivable as a reversal of interest income in a timely manner, which the Company considers to be in the period in which it determines the accrued interest will not be collected. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash, cash equivalents, short-term investments, and accounts receivable. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. |
Accounts Receivable | Accounts Receivable Accounts receivable is stated at the original invoice amount and consists of certain research and development and contract manufacturing costs subject to reimbursement under the Company’s collaboration agreements. The Company did no t record any credit losses as of March 31, 2023 and December 31, 2022 . |
Property and Equipment, Net | Property and Equipment, Net Property and equipment is stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, which ranges from two to ten years . Repairs and maintenance charges that do not increase the useful life of the assets are charged to operating expenses as incurred. |
Leases | Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. Lease terms are determined at the commencement date by considering whether renewal options and termination options are reasonably assured of exercise. For its long-term operating leases, the Company recognizes a lease liability and a right-of-use (ROU) asset on its balance sheets and recognizes lease expense on a straight-line basis over the lease term. The lease liability is determined as the present value of future lease payments using the discount rate implicit in the lease or, if the implicit rate is not readily determinable, an estimate of the Company’s incremental borrowing rate. The ROU asset is based on the lease liability, adjusted for any prepaid or deferred rent. The Company aggregates all lease and non-lease components for each class of underlying assets into a single lease component and variable charges for common area maintenance and other variable costs are recognized as expenses as incurred. The Company has elected to not recognize a lease liability or ROU asset in connection with short-term operating leases and recognizes lease expense for short-term operating leases on a straight-line basis over the lease term. The Company does not have any finance leases. |
Long-Lived Assets | Long-Lived Assets The Company’s long-lived assets are comprised principally of its property and equipment. If the Company identifies a change in the circumstances related to its long-lived assets that indicates the carrying value of any such asset may not be recoverable, the Company will perform an impairment analysis. A long-lived asset is not recoverable when the undiscounted cash flows expected to be generated by the asset (or asset group) are less than the asset’s carrying amount. Any required impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value, and would be recorded as a reduction in the carrying value of the related asset and a charge to operating expense. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (ASC 606). In accordance with ASC 606, the Company performs the following steps in determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of these agreements: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as, the Company satisfies each performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. To date, all of the Company’s collaboration revenue has been derived from its collaboration agreement with Dr. Falk Pharma GmbH and its collaboration agreement with Millennium Pharmaceuticals, Inc., a subsidiary of Takeda Pharmaceutical Company Limited (collectively, Takeda) as described in Note 6. The terms of these arrangements include the following types of payments to the Company: non-refundable, up-front license fees; development, regulatory and commercial milestone payments; payments for research and development services provided by the Company; and royalties on net sales of licensed products. At the initiation of an agreement, the Company analyzes whether each unit of account results in a contract with a customer under ASC 606 or in an arrangement with a collaborator subject to guidance under ASC 808, Collaborative Arrangements. The Company considers a variety of factors in determining the appropriate estimates and assumptions under these arrangements, such as whether the elements are distinct performance obligations, whether there are observable stand-alone prices, and whether any licenses are functional or symbolic. The Company evaluates each performance obligation to determine if it can be satisfied and recognized as revenue at a point in time or over time. Typically, license fees, non-refundable upfront fees, and funding of research activities are considered fixed, while milestone payments are identified as variable consideration which must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. The Company estimates the amount of variable consideration using the most likely amount, as milestone payments typically only have two possible outcomes. The Company recognizes revenue for sales-based royalty promised in exchange for the license of intellectual property only when the subsequent sale occurs. Any cumulative effect of revisions to estimated costs to complete the Company’s performance obligation will be recorded in the period in which changes are identified and amounts can be reasonably estimated. This approach requires the Company to use significant judgement and make estimates of future expenditures. If the Company’s estimates or judgements change over the course of the collaboration, they may affect the timing and amount of revenue that it recognizes in the current and future periods. The Company may allocate transaction price using a number of methods including estimating standalone selling price of performance obligations and using the residual approach when the standalone selling price of the license is highly variable or uncertain, and observable standalone selling prices exist for the other goods or services promised in the contract. The Company receives payments from its collaborators based on terms established in each contract. Upfront payments and other payments may require deferral of revenue recognition to a future period until the Company is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the payment by the customer is akin to a deposit for research and development services. |
Research and Development and Clinical Trial Accruals | Research and Development and Clinical Trial Accruals Research and development costs are charged to expense as incurred. Research and development expenses include certain payroll and personnel expenses, laboratory supplies, consulting costs, external contract research and development expenses, costs related to manufacturing the Company’s product candidates for clinical trials and preclinical studies, and allocated overhead, including rent, information technology, property and equipment depreciation and utilities. Advance payments for goods or services for future research and development activities are deferred and expensed as the goods are delivered or the related services are performed. The Company estimates preclinical studies and clinical trial expenses based on the services performed pursuant to contracts with research institutions and clinical research organizations that conduct and manage preclinical studies and clinical trials on the Company’s behalf. In addition, clinical study and trial materials are manufactured by contract manufacturing organizations. In accruing for these services, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. These estimates are based on communications with the third-party service providers and the Company’s estimates of accrued expenses and on information available at each balance sheet date. 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. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. |
Stock-Based Compensation | Stock-Based Compensation The Company expenses stock-based compensation to employees and non-employees related to stock options, restricted stock units, and shares granted under the Company’s 2021 Employee Stock Purchase Plan (the ESPP). Stock-based compensation expense represents the cost of the grant date fair value of applicable awards recognized over the requisite service period (usually the vesting period) on a straight-line basis, net of actual forfeitures during the period. The Company estimates the fair value of stock options and shares purchased under the ESPP using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Stock-based compensation expense related to restricted stock units is determined based upon the fair market value of the Company’s stock on the grant date. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on marketable securities. Comprehensive gains (losses) have been reflected in the statements of operations and comprehensive loss for all periods presented. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. The Company has excluded 3,236 and 16,169 weighted-average shares subject to repurchase or forfeiture from the weighted-average number of common shares outstanding for the three months ended March 31, 2023 and 2022, respectively. Dilutive common stock equivalents are comprised of options and restricted stock units outstanding under the Company’s equity incentive plan, warrants to purchase common stock, and 2021 Employee Stock Purchase Plan (ESPP) shares pending issuance. Basic and diluted net loss attributable to common holders per share are presented in conformity with the two-class method required for participating securities as the convertible preferred stock are considered participating securities. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. Accordingly, for the three months ended March 31, 2023 and 2022, there is no difference in the number of shares used to calculate basic and diluted shares outstanding. Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): March 31, 2023 2022 Common stock options issued and outstanding 7,055,373 6,340,791 Warrants to purchase common stock — 14,884 ESPP shares pending issuance 13,949 17,210 Restricted stock units 259,162 — Total 7,328,484 6,372,885 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting standards are issued by the Financial Accounting Standards Board or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss Per Share | Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): March 31, 2023 2022 Common stock options issued and outstanding 7,055,373 6,340,791 Warrants to purchase common stock — 14,884 ESPP shares pending issuance 13,949 17,210 Restricted stock units 259,162 — Total 7,328,484 6,372,885 |
Fair Value Measurements and F_2
Fair Value Measurements and Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Instruments Measured at Fair Value on Recurring Basis | The following tables summarize the Company’s financial instruments measured at fair value on a recurring basis (in thousands): Fair Value Measurements At Total Quoted Significant Significant As of March 31, 2023 Assets: Cash and cash equivalents: Money market funds $ 79,484 $ 79,484 $ — $ — Commercial paper 10,000 — 10,000 — Total cash and cash equivalents $ 89,484 $ 79,484 $ 10,000 $ — Short-term investments: Commercial paper $ 339,590 $ — $ 339,590 $ — Corporate debt securities 17,995 — 17,995 — U.S. government and agency securities 242,740 9,865 232,875 — Total short-term investments $ 600,325 $ 9,865 $ 590,460 $ — Total assets measured at fair value $ 689,809 $ 89,349 $ 600,460 $ — Fair Value Measurements At Total Quoted Significant Significant As of December 31, 2022 Assets: Cash and cash equivalents: Money market funds $ 182,337 $ 182,337 $ — $ — Commercial paper 66,680 — 66,680 — Total cash and cash equivalents $ 249,017 $ 182,337 $ 66,680 $ — Short-term investments: Commercial paper $ 235,772 $ — $ 235,772 $ — Corporate debt securities 17,801 — 17,801 — U.S. government and agency securities 149,756 17,755 132,001 — Total short-term investments $ 403,329 $ 17,755 $ 385,574 $ — Total assets measured at fair value $ 652,346 $ 200,092 $ 452,254 $ — |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments Debt And Equity Securities [Abstract] | |
Summarize Marketable Securities | The following tables summarize marketable securities (in thousands): As of March 31, 2023 Unrealized Maturity (in years) Amortized Unrealized Gains Unrealized Losses Estimated Cash and cash equivalents: Money market funds $ 79,484 $ — $ — $ 79,484 Commercial paper 1 or less 9,997 3 — 10,000 Total cash and cash equivalents $ 89,481 $ 3 $ — $ 89,484 Short-term investments: Commercial paper 1 or less $ 339,750 $ 28 $ ( 188 ) $ 339,590 Corporate debt securities 1 or less 17,990 5 — 17,995 U.S. government and agency securities 2 or less 242,820 103 ( 183 ) 242,740 Total short-term investments $ 600,560 $ 136 $ ( 371 ) $ 600,325 Total marketable securities $ 690,041 $ 139 $ ( 371 ) $ 689,809 As of December 31, 2022 Unrealized Maturity (in years) Amortized Unrealized Gains Unrealized Losses Estimated Cash and cash equivalents: Money market funds $ 182,337 $ — $ — $ 182,337 Commercial paper 1 or less 66,666 14 — 66,680 Total cash and cash equivalents $ 249,003 $ 14 $ — $ 249,017 Short-term investments: Commercial paper 1 or less $ 235,945 $ — $ ( 173 ) $ 235,772 Corporate debt securities 1 or less 17,805 — ( 4 ) 17,801 U.S. government and agency securities 2 or less 150,022 — ( 266 ) 149,756 Total short-term investments $ 403,772 $ — $ ( 443 ) $ 403,329 Total marketable securities $ 652,775 $ 14 $ ( 443 ) $ 652,346 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Prepaid clinical trial expenses $ 4,675 $ 4,015 Prepaid contract manufacturing expenses 897 2,898 Prepaid research and development expenses 2,932 2,251 Other prepaid expenses 4,230 2,206 Total $ 12,734 $ 11,370 |
Schedule of Property and Equipment, Net | Property and equipment, net, consist of the following (in thousands): March 31, December 31, Laboratory equipment $ 3,322 $ 3,281 Computer equipment 775 759 Office equipment and furniture 873 873 4,970 4,913 Less accumulated depreciation ( 1,269 ) ( 1,036 ) Total $ 3,701 $ 3,877 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): March 31, December 31, Accrued clinical trial expenses $ 1,185 $ 4,407 Accrued contract manufacturing expenses 5,540 4,065 Accrued research and development expenses 3,103 2,958 Accrued legal expenses 718 371 Unvested early exercise liability 6 11 Accrued other 957 909 Total $ 11,509 $ 12,721 |
Collaboration and License Agr_2
Collaboration and License Agreements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Reconciliation of Deferred Revenue | A reconciliation of deferred revenue related to the Falk Agreement for the three months ended March 31, 2023 is as follows (in thousands): Falk Balance at December 31, 2022 $ 16,965 Amounts received in 2023 — Revenue recognized in 2023 ( 340 ) Balance at March 31, 2023 $ 16,625 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Summary of Stock Option Activity | The Company’s stock option activity for the three months ended March 31, 2023 is summarized in the following table: Number Weighted- Weighted- Aggregate Outstanding at December 31, 2022 7,418,790 $ 22.40 8.6 Granted 24,346 $ 115.41 Exercised ( 387,387 ) $ 7.56 Cancelled/forfeited ( 376 ) $ 2.90 Outstanding at March 31, 2023 7,055,373 $ 23.54 8.3 $ 592,717 Vested or expected to vest at March 31, 2023 7,055,373 $ 23.54 8.3 $ 592,717 Exercisable at March 31, 2023 2,630,969 $ 9.91 8.0 $ 256,333 |
Summary of Grant Date Fair Value of Stock Options | The grant date fair value of stock options was determined using the Black-Scholes option pricing model with the following assumptions: Three Months Ended 2023 2022 Risk-free interest rate 4 % 1.5 – 1.7 % Expected volatility 74.0 % 73.2 – 74.6 % Expected term (in years) 6.1 6.1 Expected dividend yield —% —% |
Summary of Restricted Stock Units Activity | A summary of the Company’s restricted stock units activity is as follows (in thousands, except share and per share amounts): Number of Weighted Aggregate Intrinsic Value Balance at December 31, 2022 251,908 $ 74.18 Granted 7,254 $ 121.66 Cancelled — $ — Balance at March 31, 2023 259,162 $ 75.51 $ 27,813 Vested or expected to vest at March 31, 2023 259,162 $ 75.51 $ 27,813 |
Summary of Fair Value of Stock of the Stock Purchase Right Under ESPP | The fair value of stock of the stock purchase right under the ESPP was determined using the Black-Scholes option pricing model with the following assumptions: Three Months Ended 2023 2022 Risk-free interest rate 1.4 – 4.8 % 0.03 – 0.33 % Expected volatility 56.5 – 79.5 % 71.6 – 83.9 % Expected term (in years) 0.5 – 1.5 0.5 – 1.64 Expected dividend yield —% —% |
Summary of Stock-based Compensation Expense | The following table summarizes the components of stock-based compensation expense recognized in the accompanying condensed statements of operations and comprehensive loss (in thousands): Three Months Ended 2023 2022 Research and development $ 3,268 $ 1,136 General and administrative 6,114 2,143 Total stock-based compensation $ 9,382 $ 3,279 |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consists of the following: March 31, December 31, Common stock options issued and outstanding 7,055,373 7,418,790 Restricted stock units 259,162 251,908 Shares available for issuance under equity incentive plan 4,172,599 1,861,545 Shares available for issuance under the ESPP 1,152,346 683,891 Total 12,639,480 10,216,134 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Information Related to Operating Lease | Information related to the Company’s operating lease is as follows (in thousands): Three Months Ended 2023 2022 Operating lease cost $ 1,078 $ 87 Variable lease cost 298 — Short-term lease cost — 247 Total lease cost $ 1,376 $ 334 Cash paid for amounts included in the measurement of lease liabilities $ 718 $ 72 |
Future Minimum Lease Payments and Information Related to Operating Lease Liability | Future minimum lease payments and information related to the operating lease liability as of March 31, 2023 are as follows (in thousands): Remainder of 2023 $ 2,634 2024 4,058 2025 4,180 2026 4,305 2027 4,435 Thereafter 25,989 Total lease payments 45,601 Imputed interest ( 16,138 ) Lease liability 29,463 Less current portion of lease liability ( 3,485 ) Lease liability, net of current portion $ 25,978 |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Date of incorporation | Oct. 26, 2016 | |
Accumulated deficit | $ 371,969 | $ 331,093 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) Segment shares | Mar. 31, 2022 shares | Dec. 31, 2022 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of operating segments | Segment | 1 | ||
Realized gains and losses | $ 0 | $ 0 | |
Allowance for doubtful accounts | $ 0 | $ 0 | |
Weighted-average shares subject to repurchase or forfeiture | shares | 3,236 | 16,169 | |
Prepaid Expenses and Other Current Assets | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Accrued interest receivable | $ 1,600,000 | ||
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, estimated useful lives | 2 years | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, estimated useful lives | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 7,328,484 | 6,372,885 |
Common Stock Options Issued and Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 7,055,373 | 6,340,791 |
Warrants to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 14,884 | |
ESPP Shares Pending Issuance | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 13,949 | 17,210 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 259,162 |
Fair Value Measurements and F_3
Fair Value Measurements and Fair Value of Financial Instruments - Summary of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Cash and cash equivalents: | ||
Total cash and cash equivalents | $ 89,484 | $ 249,017 |
Short term investments: | ||
Total short term investments | 600,325 | 403,329 |
Total assets measured at fair value | 689,809 | 652,346 |
Quoted Prices in Active Markets For Identical Assets (Level 1) | ||
Cash and cash equivalents: | ||
Total cash and cash equivalents | 79,484 | 182,337 |
Short term investments: | ||
Total short term investments | 9,865 | 17,755 |
Total assets measured at fair value | 89,349 | 200,092 |
Significant Other Observable Inputs (Level 2) | ||
Cash and cash equivalents: | ||
Total cash and cash equivalents | 10,000 | 66,680 |
Short term investments: | ||
Total short term investments | 590,460 | 385,574 |
Total assets measured at fair value | 600,460 | 452,254 |
Corporate debt securities | ||
Short term investments: | ||
Total short term investments | 17,995 | 17,801 |
Corporate debt securities | Significant Other Observable Inputs (Level 2) | ||
Short term investments: | ||
Total short term investments | 17,995 | 17,801 |
Money market funds | ||
Cash and cash equivalents: | ||
Total cash and cash equivalents | 79,484 | 182,337 |
Money market funds | Quoted Prices in Active Markets For Identical Assets (Level 1) | ||
Cash and cash equivalents: | ||
Total cash and cash equivalents | 79,484 | 182,337 |
Commercial paper | ||
Cash and cash equivalents: | ||
Total cash and cash equivalents | 10,000 | 66,680 |
Short term investments: | ||
Total short term investments | 339,590 | 235,772 |
Commercial paper | Significant Other Observable Inputs (Level 2) | ||
Cash and cash equivalents: | ||
Total cash and cash equivalents | 10,000 | 66,680 |
Short term investments: | ||
Total short term investments | 339,590 | 235,772 |
U.S. government and agency securities | ||
Short term investments: | ||
Total short term investments | 242,740 | 149,756 |
U.S. government and agency securities | Quoted Prices in Active Markets For Identical Assets (Level 1) | ||
Short term investments: | ||
Total short term investments | 9,865 | 17,755 |
U.S. government and agency securities | Significant Other Observable Inputs (Level 2) | ||
Short term investments: | ||
Total short term investments | $ 232,875 | $ 132,001 |
Fair Value Measurements and F_4
Fair Value Measurements and Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |||
Transfers within Level 3 hierarchy | $ 0 | $ 0 | |
Transfers within Level 3 hierarchy | $ 0 | $ 0 |
Marketable Securities - Summari
Marketable Securities - Summarize Marketable Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Marketable Securities [Line Items] | ||
Marketable securities, Amortized Cost | $ 690,041 | $ 652,775 |
Marketable securities, Gross Unrealized Gain | 139 | 14 |
Marketable securities, Gross Unrealized Losses | (371) | (443) |
Marketable securities, Estimated Fair Value | 689,809 | 652,346 |
Money market funds | ||
Marketable Securities [Line Items] | ||
Marketable securities, Amortized Cost | 79,484 | 182,337 |
Marketable securities, Estimated Fair Value | $ 79,484 | $ 182,337 |
Commercial paper | ||
Marketable Securities [Line Items] | ||
Marketable securities, Maturity (in years) | 1 or less | 1 or less |
Marketable securities, Amortized Cost | $ 9,997 | $ 66,666 |
Marketable securities, Gross Unrealized Gain | 3 | 14 |
Marketable securities, Estimated Fair Value | $ 10,000 | $ 66,680 |
Commercial paper | ||
Marketable Securities [Line Items] | ||
Marketable securities, Maturity (in years) | 1 or less | 1 or less |
Marketable securities, Amortized Cost | $ 339,750 | $ 235,945 |
Marketable securities, Gross Unrealized Gain | 28 | |
Marketable securities, Gross Unrealized Losses | (188) | (173) |
Marketable securities, Estimated Fair Value | $ 339,590 | $ 235,772 |
Corporate debt securities | ||
Marketable Securities [Line Items] | ||
Marketable securities, Maturity (in years) | 1 or less | 1 or less |
Marketable securities, Amortized Cost | $ 17,990 | $ 17,805 |
Marketable securities, Gross Unrealized Gain | 5 | |
Marketable securities, Gross Unrealized Losses | (4) | |
Marketable securities, Estimated Fair Value | $ 17,995 | $ 17,801 |
U.S. government and agency securities | ||
Marketable Securities [Line Items] | ||
Marketable securities, Maturity (in years) | 2 or less | 2 or less |
Marketable securities, Amortized Cost | $ 242,820 | $ 150,022 |
Marketable securities, Gross Unrealized Gain | 103 | |
Marketable securities, Gross Unrealized Losses | (183) | (266) |
Marketable securities, Estimated Fair Value | 242,740 | 149,756 |
Cash and cash equivalents | ||
Marketable Securities [Line Items] | ||
Marketable securities, Amortized Cost | 89,481 | 249,003 |
Marketable securities, Gross Unrealized Gain | 3 | 14 |
Marketable securities, Estimated Fair Value | 89,484 | 249,017 |
Short-term investments | ||
Marketable Securities [Line Items] | ||
Marketable securities, Amortized Cost | 600,560 | 403,772 |
Marketable securities, Gross Unrealized Gain | 136 | |
Marketable securities, Gross Unrealized Losses | (371) | (443) |
Marketable securities, Estimated Fair Value | $ 600,325 | $ 403,329 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) | Mar. 31, 2023 USD ($) |
Investments Debt And Equity Securities [Abstract] | |
Marketable securities held in unrealized loss position for greater than 12 months | $ 0 |
Marketable securities allowance for credit losses | $ 0 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid clinical trial expenses | $ 4,675 | $ 4,015 |
Prepaid contract manufacturing expenses | 897 | 2,898 |
Prepaid research and development expenses | 2,932 | 2,251 |
Other prepaid expenses | 4,230 | 2,206 |
Total | $ 12,734 | $ 11,370 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, gross | $ 4,970 | $ 4,913 |
Less accumulated depreciation | (1,269) | (1,036) |
Total | 3,701 | 3,877 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, gross | 3,322 | 3,281 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, gross | 775 | 759 |
Office Equipment and Furniture | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, gross | $ 873 | $ 873 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | ||
Depreciation expense | $ 0.2 | $ 0.1 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued clinical trial expenses | $ 1,185 | $ 4,407 |
Accrued contract manufacturing expenses | 5,540 | 4,065 |
Accrued research and development expenses | 3,103 | 2,958 |
Accrued legal expenses | 718 | 371 |
Unvested early exercise liability | 6 | 11 |
Accrued other | 957 | 909 |
Total | $ 11,509 | $ 12,721 |
Collaboration and License Agr_3
Collaboration and License Agreements - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2020 | Sep. 30, 2017 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Common stock, shares issued | 47,715,121 | 46,845,573 | ||||
Cedars-Sinai Agreement | Cedars-Sinai | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
License agreement expiration term | 3 years | |||||
Cedars-Sinai Agreement | Cedars-Sinai | Vested Common Stock | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Common stock, shares issued | 257,500 | |||||
Cedars-Sinai Agreement | Cedars-Sinai | Unvested Restricted Common Stock | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Common stock, shares issued | 335,000 | |||||
License Agreement | Cedars-Sinai | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
License agreement expiration term | 10 years | |||||
Falk Agreement | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue recognized | $ 340 | |||||
Deferred revenue | 16,625 | $ 16,965 | ||||
Falk Agreement | Falk | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Funding percentage third-party development costs set forth in development plan | 25% | |||||
Collaboration agreement, upfront payment received upon agreement execution | $ 2,500 | |||||
Collaboration agreement, pre-clinical development milestone payment received upon finalization of development plan | $ 2,500 | |||||
Collaboration agreement, pre-clinical development milestone payment received upon clinical candidate selected | 10,000 | |||||
Collaboration agreement additional pre-clinical development milestone payment eligible to receive | $ 5,000 | |||||
Revenue recognized | 1,100 | $ 2,700 | ||||
Revenue recognized out of beginning deferred revenue | 300 | |||||
Revenue recognized in development costs | 800 | |||||
Deferred revenue | 16,600 | $ 17,000 | ||||
Takeda Agreement | Takeda Pharmaceutical Company Limited | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Deferred revenue | $ 1,200 |
Collaboration and License Agr_4
Collaboration and License Agreements - Additional Information (Details1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-04-01 | Mar. 31, 2023 |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 8 years |
Falk Agreement | Falk | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 8 years |
Collaboration and License Agr_5
Collaboration and License Agreements - Schedule of Reconciliation of Deferred Revenue (Details) - Falk Agreement $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Disaggregation Of Revenue [Line Items] | |
Beginning Balance | $ 16,965 |
Amounts received in 2023 | 0 |
Revenue recognized in 2023 | (340) |
Ending Balance | $ 16,625 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jan. 01, 2023 shares | Apr. 01, 2022 USD ($) | Jan. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Feb. 28, 2021 shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares | Dec. 31, 2017 shares | |
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||||||
Preferred stock, shares authorized | 40,000,000 | 40,000,000 | ||||||
Common stock, value | $ | $ 5 | $ 5 | ||||||
Proceeds from sale of common stock in public offerings, gross | $ | $ 53,159 | |||||||
Common stock reserved for issuance | 10,216,134 | 12,639,480 | ||||||
Weighted average grant date fair value of options granted | $ / shares | $ 78.63 | $ 26.14 | ||||||
Total intrinsic value of options exercised | $ | $ 42,300 | $ 1,800 | ||||||
Stock compensation expense | $ | 9,382 | 3,279 | ||||||
Unrecognized compensation cost related to unvested stock-based awards | $ | $ 99,400 | |||||||
Unrecognized compensation cost is expected to be recognized over a weighted average period | 3 years 21 days | |||||||
2021 Employee Stock Purchase Plan | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock reserved for issuance | 360,000 | |||||||
Common stock, shares available for grant | 1,152,346 | |||||||
Annually increase amount equal to lessor of percentage of shares of common stock outstanding on the final day of the immediately preceding calendar year | 1% | 1% | ||||||
Issuance of shares including automatic increase | 468,455 | |||||||
Participants to purchase common stock through payroll deductions maximum percentage of eligible compensation | 20% | |||||||
Stock compensation expense | $ | $ 200 | $ 100 | ||||||
Issuance of common stock under employee stock purchase plan, shares | 65,716 | |||||||
Outstanding liability related to employee contributions for shares pending issuance | $ | $ 500 | |||||||
Follow-on Public Offering | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance of shares of common stock in initial public offering for cash, net of issuance costs, shares | 4,545,455 | |||||||
Common stock price per share | $ / shares | $ 110 | |||||||
Proceeds from sale of common stock in public offerings, gross | $ | $ 470,500 | |||||||
December 2022 Public Offering | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance of shares of common stock in initial public offering for cash, net of issuance costs, shares | 483,256 | |||||||
Common stock price per share | $ / shares | $ 110 | |||||||
Proceeds from sale of common stock in public offerings, gross | $ | $ 50,000 | |||||||
Restricted Stock Units | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock reserved for issuance | 251,908 | 259,162 | ||||||
Percentage of award vested | 100% | |||||||
Award vesting period | 3 years | |||||||
2017 Equity Incentive Plan | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock reserved for issuance | 5,524,354 | |||||||
Maximum options granted period | 10 years | |||||||
2021 Incentive Award Plan | ||||||||
Class Of Stock [Line Items] | ||||||||
Maximum options granted period | 10 years | |||||||
Common stock, shares available for grant | 3,600,000 | 4,172,599 | ||||||
Annually increase amount equal to lessor of percentage of shares of common stock outstanding on the final day of the immediately preceding calendar year | 5% | 5% | ||||||
Issuance of shares including automatic increase | 2,342,278 | |||||||
Award subject to continuous service | 36 months | |||||||
2021 Incentive Award Plan | Tranche One | ||||||||
Class Of Stock [Line Items] | ||||||||
Percentage of award vested | 25% | |||||||
Award vesting period | 1 year | |||||||
Sale Agreement | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance of shares of common stock in initial public offering for cash, net of issuance costs, shares | 2,540,348 | |||||||
Common stock price per share | $ / shares | $ 35.19 | |||||||
Proceeds from sale of common stock in public offerings, gross | $ | $ 85,900 | |||||||
PLI | Sale Agreement | Agent | ||||||||
Class Of Stock [Line Items] | ||||||||
Percentage of commission from sale of common stock | 300 | |||||||
PLI | Maximum | Sale Agreement | Agent | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, value | $ | $ 150,000 | |||||||
Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance of shares of common stock in initial public offering for cash, net of issuance costs, shares | 483,256 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of shares, Outstanding at December 31, 2022 | 7,418,790 | |
Number of shares, Granted | 24,346 | |
Number of shares, Exercised | (387,387) | |
Number of shares, Cancelled/forfeited | (376) | |
Number of shares, Outstanding at March 31, 2023 | 7,055,373 | 7,418,790 |
Number of shares, Vested or expected to vest at March 31, 2023 | 7,055,373 | |
Number of shares, Exercisable at March 31, 2023 | 2,630,969 | |
Weighted Average Exercise Price, Outstanding at December 31, 2022 | $ 22.40 | |
Weighted Average Exercise Price, Granted | 115.41 | |
Weighted Average Exercise Price, Exercised | 7.56 | |
Weighted Average Exercise Price, Cancelled/forfeited | 2.90 | |
Weighted Average Exercise Price, Outstanding at March 31, 2023 | 23.54 | $ 22.40 |
Weighted Average Exercise Price, Vested or expected to vest at March 31, 2023 | 23.54 | |
Weighted Average Exercise Price, Exercisable at March 31, 2023 | $ 9.91 | |
Weighted Average Remaining Contractual Terms (in Years), Outstanding | 8 years 3 months 18 days | 8 years 7 months 6 days |
Weighted Average Remaining Contractual Terms (in Years), Vested or excepted to vest at March 31, 2023 | 8 years 3 months 18 days | |
Weighted Average Remaining Contractual Terms (in Years), Exercisable at March 31, 2023 | 8 years | |
Aggregate Intrinsic Value, Outstanding | $ 592,717 | |
Aggregate Intrinsic Value, Vested or excepted to vest at March 31, 2023 | 592,717 | |
Aggregate Intrinsic Value, Exercisable at March 31, 2023 | $ 256,333 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Grant Date Fair Value of Stock Options (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 4% | |
Risk-free interest rate, Minimum | 1.50% | |
Risk-free interest rate, Maximum | 1.70% | |
Expected volatility | 74% | |
Expected volatility, Minimum | 73.20% | |
Expected volatility, Maximum | 74.60% | |
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Outstanding Awards, Balance at December 31, 2022 | shares | 251,908 |
Number of Outstanding Awards, Granted | shares | 7,254 |
Number of Outstanding Awards, Balance at March 31, 2023 | shares | 259,162 |
Vested or expected to vest at March 31, 2023 | shares | 259,162 |
Weighted Average Grant Date Fair Value, Balance at December 31, 2022 | $ / shares | $ 74.18 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 121.66 |
Weighted Average Grant Date Fair Value, Balance at March 31, 2023 | $ / shares | 75.51 |
Weighted Average Grant Date Fair Value, Vested or expected to vest at March 31, 2023 | $ / shares | $ 75.51 |
Aggregate Intrinsic Value | $ | $ 27,813 |
Aggregate Intrinsic Value, Vested or expected to vest at March 31, 2023 | $ | $ 27,813 |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of Fair Value of Stock of the Stock Purchase Right Under ESPP (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 4% | |
Risk-free interest rate, Minimum | 1.50% | |
Risk-free interest rate, Maximum | 1.70% | |
Expected volatility | 74% | |
Expected volatility, Minimum | 73.20% | |
Expected volatility, Maximum | 74.60% | |
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
2021 Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, Minimum | 1.40% | 0.03% |
Risk-free interest rate, Maximum | 4.80% | 0.33% |
Expected volatility, Minimum | 56.50% | 71.60% |
Expected volatility, Maximum | 79.50% | 83.90% |
Minimum | 2021 Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 6 months |
Maximum | 2021 Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 1 year 6 months | 1 year 7 months 20 days |
Stockholders' Equity - Summar_5
Stockholders' Equity - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 9,382 | $ 3,279 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 3,268 | 1,136 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 6,114 | $ 2,143 |
Stockholders' Equity - Summar_6
Stockholders' Equity - Summary of Common Stock Reserved for Future Issuance (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for issuance | 12,639,480 | 10,216,134 |
Common Stock Options Issued and Outstanding | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for issuance | 7,055,373 | 7,418,790 |
Restricted Stock Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for issuance | 259,162 | 251,908 |
Shares Available for Issuance Under Equity Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for issuance | 4,172,599 | 1,861,545 |
ESPP Shares Pending Issuance | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for issuance | 1,152,346 | 683,891 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Oct. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2023 USD ($) | Dec. 31, 2021 | Dec. 31, 2020 ft² | |
Commitments And Contingencies [Line Items] | |||||||
Operating lease right-of-use asset and lease liability | $ 14,000,000 | $ 14,600,000 | |||||
Indemnification claims | $ 0 | ||||||
Accrued indemnification | $ 0 | ||||||
Percentage of spinoff in kind distribution | 100% | ||||||
Operating lease, weighted average remaining lease term | 121 months | ||||||
Operating lease, weighted average discount rate, percent | 8.70% | ||||||
PLI | |||||||
Commitments And Contingencies [Line Items] | |||||||
Number of square feet of the building leased | ft² | 40,000 | ||||||
Sublease agreement term | 1 year | ||||||
Sublease option to extend | true | ||||||
Sublease option to extend, description | The sublease agreement was extended for six months and expired on June 30, 2022 in accordance with its terms. No further | ||||||
Sublease agreement extended term | 6 months | ||||||
Office and Laboratory Space, San Diego | |||||||
Commitments And Contingencies [Line Items] | |||||||
Initial lease term | 127 months 15 days | 10 years | 127 months 15 days | ||||
Option to extend additional lease term | 5 years | 5 years | |||||
Approximate monthly rental payment proceeds from lease | $ 200,000 | $ 200,000 | |||||
Option to extend lease | true | true | |||||
Lessee operating lease lease expect to commence year | 2022-09 | ||||||
Office and Laboratory Space, San Diego | Maximum | |||||||
Commitments And Contingencies [Line Items] | |||||||
Tenant improvement allowance | $ 6,300,000 | $ 6,100,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Information Related to Operating Lease (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 1,078 | $ 87 |
Variable lease cost | 298 | |
Short-term lease cost | 247 | |
Total lease cost | 1,376 | 334 |
Cash paid for amounts included in the measurement of lease liabilities | $ 718 | $ 72 |
Commitments and Contingencies_3
Commitments and Contingencies - Future Minimum Lease Payments and Information Related to Operating Lease Liability (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Commitments And Contingencies Disclosure [Abstract] | ||
Remainder of 2023 | $ 2,634 | |
2024 | 4,058 | |
2025 | 4,180 | |
2026 | 4,305 | |
2027 | 4,435 | |
Thereafter | 25,989 | |
Total lease payments | 45,601 | |
Imputed interest | (16,138) | |
Lease liability | 29,463 | |
Less current portion of lease liability | 3,485 | $ 3,217 |
Lease liability, net of current portion | $ 25,978 | $ 26,321 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Common stock, shares issued | 47,715,121 | 46,845,573 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Cedars-Sinai Agreement | Cedars-Sinai | ||||
Related Party Transaction [Line Items] | ||||
Related party costs | $ 35 | $ 0 | ||
Cedars-Sinai Agreement | Vested Common Stock | Cedars-Sinai | ||||
Related Party Transaction [Line Items] | ||||
Common stock, shares issued | 257,500 | |||
Common stock, par value | $ 0.0001 | |||
Cedars-Sinai Agreement | Unvested Restricted Common Stock | Cedars-Sinai | ||||
Related Party Transaction [Line Items] | ||||
Common stock, shares issued | 335,000 | |||
Common stock, par value | $ 0.0001 | |||
Transition Services Agreement | ||||
Related Party Transaction [Line Items] | ||||
Payment for terms of agreement | $ 21 | $ 900 |
401(K) Plan - Additional Inform
401(K) Plan - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Compensation And Retirement Disclosure [Abstract] | ||
Company contribution to 401(k) plan | $ 0.5 | $ 0.4 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 15, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Subsequent Event | Merck & Co., Inc., and Splash Merger Sub, Inc., | |||
Subsequent Event [Line Items] | |||
Merger agreement value of shares to be acquired | $ 10,800 | ||
Common stock, par value | $ 0.0001 | ||
Merger agreement right to receive per share in cash | $ 200 | ||
Merger termination fee | $ 325.4 | ||
Merger reverse termination fee | $ 650.7 |