Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 14, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Registrant Name | Adicet Bio, Inc | ||
Entity Central Index Key | 0001720580 | ||
Entity File Number | 001-38359 | ||
Trading Symbol | ACET | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Public Float | $ 76.7 | ||
Entity Common Stock, Shares Outstanding | 82,153,984 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Tax Identification Number | 81-3305277 | ||
Entity Incorporation, State or Country Code | DE | ||
Security Exchange Name | NASDAQ | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Entity Address, Address Line One | 131 Dartmouth Street | ||
Entity Address, Address Line Two | 3rd Floor | ||
Entity Address, City or Town | Boston | ||
Entity Address, State or Province | MA | ||
City Area Code | 650 | ||
Local Phone Number | 503-9095 | ||
Entity Address, Postal Zip Code | 02116 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Boston, Massachusetts | ||
Documents Incorporated by Reference | Part III of this Annual Report on Form 10-K incorporates by reference certain information from the registrant’s definitive Proxy Statement for its 2024 annual meeting of shareholders, scheduled to be held on June 5, 2024, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year end of December 31, 2023 . Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 159,711 | $ 257,656 |
Prepaid expenses and other current assets | 2,561 | 3,382 |
Total current assets | 162,272 | 261,038 |
Property and equipment, net | 26,777 | 28,710 |
Operating lease right-of-use asset | 17,424 | 20,269 |
Goodwill | 0 | 19,462 |
Other non-current assets | 822 | 1,211 |
Total assets | 207,295 | 330,690 |
Current liabilities: | ||
Accounts payable | 2,625 | 4,404 |
Accrued and other current liabilities | 13,441 | 12,811 |
Operating lease liability | 3,221 | 2,492 |
Total current liabilities | 19,287 | 19,707 |
Operating lease liability, net of current portion | 17,703 | 18,531 |
Other non-current liabilities | 130 | 114 |
Total liabilities | 37,120 | 38,352 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized as of December 31, 2023 and December 31, 2022, respectively; none issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 0 | 0 |
Common stock, $0.0001 par value, 150,000,000 shares authorized as of December 31, 2023 and December 31, 2022, respectively; 43,270,386 and 42,954,820 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 4 | 4 |
Additional paid-in capital | 550,943 | 530,448 |
Accumulated deficit | (380,772) | (238,114) |
Total stockholders' equity | 170,175 | 292,338 |
Total liabilities and stockholders' equity | $ 207,295 | $ 330,690 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock price per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 43,270,386 | 42,954,820 |
Common stock, shares outstanding | 43,270,386 | 42,954,820 |
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue related party | $ 0 | $ 24,990 |
Operating expenses: | ||
Research and development | 106,043 | 71,246 |
General and administrative | 26,533 | 26,295 |
Goodwill impairment | 19,462 | 0 |
Total operating expenses | 152,038 | 97,541 |
Loss from operations | (152,038) | (72,551) |
Interest income | 9,978 | 3,760 |
Interest expense | (25) | (80) |
Other expense, net | (573) | (919) |
Loss before income tax provision | (142,658) | (69,790) |
Income tax provision | 0 | 0 |
Net loss | $ (142,658) | $ (69,790) |
Net loss per share attributable to common stockholders, basic | $ (3.31) | $ (1.7) |
Net loss per share attributable to common stockholders, diluted | $ (3.31) | $ (1.7) |
Weighted-average common shares used in computing net income (loss) per share attributable to common stockholders, basic | 43,042,405 | 41,080,286 |
Weighted-average common shares used in computing net income (loss) per share attributable to common stockholders, diluted | 43,042,405 | 41,080,286 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2021 | $ 303,129 | $ 4 | $ 471,449 | $ (168,324) |
Beginning Balance, shares at Dec. 31, 2021 | 39,736,914 | |||
Issuance of common stock upon exercise of stock options | 1,315 | 1,315 | ||
Issuance of common stock upon exercise of stock options, shares | 126,176 | |||
Issuance of common stock for cashless exercise of warrants, shares | 100,731 | |||
Issuance of common stock upon vesting of restricted stock | 548,580 | |||
Shares withheld for taxes | (215,901) | |||
Shares withheld for taxes, Value | (3,234) | (3,234) | ||
Purchase of common stock under Employee Stock Purchase Plan | 432 | 432 | ||
Purchase of common stock under Employee Stock Purchase Plan, shares | 46,597 | |||
Issuance of common stock pursuant to at-the-market offering, net of issuance costs of $1.6 million,shares | 2,611,723 | |||
issuance of common stock pursuant to at-the-market offering, net of issuance costs of $1.6 million,value | 43,360 | 43,360 | ||
Stock-based compensation expense | 17,126 | 17,126 | ||
Net loss | (69,790) | (69,790) | ||
Ending Balance at Dec. 31, 2022 | 292,338 | $ 4 | 530,448 | (238,114) |
Ending Balance, shares at Dec. 31, 2022 | 42,954,820 | |||
Issuance of common stock upon exercise of stock options | $ 4 | 4 | ||
Issuance of common stock upon exercise of stock options, shares | 946 | 946 | ||
Issuance of common stock upon vesting of restricted stock | 194,455 | |||
Shares withheld for taxes | (86,145) | |||
Shares withheld for taxes, Value | $ (150) | (150) | ||
Purchase of common stock under Employee Stock Purchase Plan | 382 | 382 | ||
Purchase of common stock under Employee Stock Purchase Plan, shares | 206,310 | |||
Stock-based compensation expense | 20,259 | 20,259 | ||
Net loss | (142,658) | (142,658) | ||
Ending Balance at Dec. 31, 2023 | $ 170,175 | $ 4 | $ 550,943 | $ (380,772) |
Ending Balance, shares at Dec. 31, 2023 | 43,270,386 |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Stock issuance cost | $ 1.6 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (142,658) | $ (69,790) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 6,098 | 2,575 |
Noncash lease expense | 2,844 | 2,434 |
Stock-based compensation expense | 20,259 | 17,126 |
Loss on disposal of property, plant, and equipment | (4) | 55 |
Goodwill impairment | 19,462 | 0 |
Loss on disposal of lease assets | 0 | (1) |
Amortization of deferred debt issuance costs | 30 | 92 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 926 | 1,343 |
Other non-current assets | 358 | 929 |
Accounts payable | (1,683) | 1,710 |
Contract liabilities—related party | 0 | (4,805) |
Operating lease liability | (99) | (2,264) |
Accrued and other current and non-current liabilities | 750 | 5,831 |
Net cash used in operating activities | (93,717) | (44,765) |
Cash flows from investing activities | ||
Purchase of property and equipment | (4,464) | (16,782) |
Net cash used in investing activities | (4,464) | (16,782) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock pursuant to at-the-market offering, net of issuance costs | 0 | 43,360 |
Proceeds from exercise of stock options | 4 | 1,315 |
Proceeds from Employee Stock Purchase Plan | 382 | 432 |
Taxes withheld and paid related to net share settlement of equity awards | (150) | (3,234) |
Deferred issuance costs | 0 | (364) |
Net cash provided by financing activities | 236 | 41,509 |
Net change in cash, cash equivalents | (97,945) | (20,038) |
Cash, cash equivalents at the beginning of the period | 257,656 | 277,694 |
Cash, cash equivalents at the end of the period | 159,711 | 257,656 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash, cash equivalents and restricted cash | 159,711 | 257,656 |
Supplemental disclosures of noncash investing and financing activities | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 279 | 565 |
Operating right-of-use asset obtained in exchange for operating lease liability | $ 0 | $ 2,329 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | 1. Organization and Nature of the Business Adicet Bio, Inc. (formerly resTORbio, Inc. (resTORbio)), together with its subsidiaries, (the Company) is a clinical stage biotechnology company discovering and developing allogeneic gamma delta T cell therapies for autoimmune diseases and cancer. The Company is advancing a pipeline of “off-the-shelf” gamma delta T cells, engineered with chimeric antigen receptors (CARs), to facilitate durable activity in patients. The Company's approach to activate, engineer, and manufacture allogeneic gamma delta T cell product candidates derived from the peripheral blood cells of unrelated donors allows it to generate new product candidates in a rapid and cost-efficient manner. Adicet Bio, Inc. (when referred to prior to the merger, Former Adicet) was incorporated in November 2014 in Delaware. On September 15, 2020, Former Adicet completed a merger (Merger) with resTORbio, pursuant to which Former Adicet merged with a wholly owned subsidiary of resTORbio in an all-stock transaction with Former Adicet surviving as a wholly owned subsidiary of resTORbio and changing its name to “Adicet Therapeutics, Inc.” (Adicet Therapeutics). In connection with the Merger, the Company changed its name from “resTORbio, Inc.” to “Adicet Bio, Inc.” The Company’s principal executive offices are located in Boston, Massachusetts. The Company also has offices in Redwood City, California. Adicet Bio Israel Ltd. (formerly Applied Immune Technologies Ltd.) (Adicet Israel) is a wholly owned subsidiary of the Company and is located in Haifa, Israel. Adicet Israel was founded in 2006. During 2019, the Company consolidated its operations, including research and development activities, in the United States and as a result, substantially reduced its operations in Israel. Liquidity The Company has incurred significant net operating losses and negative cash flows from operations and has an accumulated deficit of $ 380.8 million as of December 31, 2023. The Company has historically financed its operations primarily through a collaboration and licensing arrangement, public and private placements of equity securities and debt, and cash received in the Merger with resTORbio. To date, none of the Company’s product candidates have been approved for sale and therefore the Company has not generated any revenue from product sales. Management expects operating losses and negative cash flows to continue for the foreseeable future, until such time, if ever, that it can generate significant sales of its product candidates currently in development. On March 12, 2021, the Company entered into a Capital On Demand Sales Agreement (the Sales Agreement) with JonesTrading Institutional Services LLC, as sales agent, to provide for the offering, issuance and sale of up to an aggregate amount of $ 75.0 million of shares of common stock from time to time in “at-the-market” (ATM) offerings under a registration statement on Form S-3 (File No. 333-254193) (2021 Shelf Registration Statement) filed with the U.S. Securities and Exchange Commission (the SEC), which was declared effective on March 30, 2021. In August 2022, pursuant to the Sales Agreement and subject to the limitations thereof, the Company sold an aggregate of 2,611,723 shares of common stock at $ 17.23 per share resulting in net proceeds to the Company of $ 43.4 million after deducting sales agent commissions and expenses. In November 2022, the Company filed a new prospectus supplement to the 2021 Shelf Registration Statement for the offer and sale of up to $ 100.0 million of shares of common stock from time to time through the sales agent, which includes the $ 30.0 million of shares of common stock not sold under the original prospectus and up to an additional $ 70.0 million of shares of common stock (the ATM Program). During the year ended December 31, 2023 , no shares were sold under the ATM Program. Subsequent to December 31, 2023, the Company raised aggregate net proceeds of approximately $ 19.3 million through its ATM Program and approximately $ 91.8 million through an underwritten public offering (the Offering). Refer to Note 19. Subsequent Events for additional details on these financings subsequent to December 31, 2023. The Company expects that its cash and cash equivalents, together with the proceeds raised subsequent to year-end through our ATM Program and the Offering, will be sufficient to fund its forecasted operating expenses, capital expenditure requirements and debt service payments for at least the next twelve months from the issuance of these consolidated financial statements. All of the Company’s revenue to date has been generated from a collaboration and license agreement with Regeneron Pharmaceuticals Inc, (Regeneron). The Company does not expect to generate any significant product revenue until it obtains regulatory approval of and commercializes any of the Company’s product candidates or enters into additional collaborative agreements with third parties, and it does not know when, or if, either will occur. The Company expects to continue to incur significant losses for the foreseeable future, and it expects the losses to increase as the Company continues the development of, and seeks regulatory approvals for, its product candidates and begins to commercialize any approved products. The Company is subject to all of the risks typically related to the development of new product candidates, including, but not limited to, raising additional capital, development by its competitors of new technological innovations, risk of failure in preclinical and clinical studies, safety and efficacy of its product candidates in clinical trials, the risk of relying on external parties such as contract research organizations (CROs) and contract development and manufacturing organizations (CDMOs), the regulatory approval process, market acceptance of the Company’s products once approved, lack of marketing and sales history, dependence on key personnel and protection of proprietary technology and it may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect its business. Until such time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operations through the sale of equity, debt financings, collaborative or other arrangements with corporate or other sources of financing. Adequate funding may not be available to the Company on acceptable terms or at all. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and the Company’s ability to pursue its business strategies. Although the Company continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements and related disclosures have been prepared in conformity with accounting principles generally accepted in the United States of America (United States GAAP or GAAP). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The United States dollar is the functional and reporting currency of the Company and its subsidiaries. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the reporting period. Such estimates include deferred tax assets, useful lives of property and equipment, accruals for research and development activities, revenue recognition and stock-based compensation and the Company’s incremental borrowing rate. Actual results could differ from those estimates. Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and identified intangible assets acquired in a business combination. Goodwill is not amortized but is evaluated at least annually for impairment or when a change in facts and circumstances indicate that the fair value of the goodwill may be below the carrying value. Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has determined that it operates in a single operating segment and has a single reporting unit. Prior to performing the impairment test, the Company assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit was less than the carrying amount. If after assessing the totality of events or circumstances, the Company were to determine that it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the Company would perform a quantitative impairment test. The quantitative impairment test involves comparing the fair value of the reporting unit to the carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company measures the amount of impairment loss, if any, as the excess of the carrying value over the fair value of the reporting unit. The Company performed an interim test for goodwill impairment in the third quarter of the fiscal year ended December 31, 2023 and determined that goodwill was impaired. For additional information regarding this assessment, refer to Note 16. Goodwill to our consolidated financial statements. Segments The Company operates and manages its business as one reportable and operating segment, which is the business of research and development of allogeneic gamma delta T cell therapies for autoimmune diseases and cancer . The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents. The Company’s cash and cash equivalents are held at two financial institutions in the U.S. and one financial institution in Israel and such amounts may, at times, exceed insured limits. The Company invests its cash equivalents in money market funds and treasury securities. The Company limits its credit risk associated with cash equivalents by placing them with banks and institutions it believes are highly creditworthy and in highly rated investments. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. The Company has one customer, Regeneron, which represents 100 % of the Company’s total revenue during the year ended December 31, 2022 (see Note 8). The Company did not have any revenue for the year ended December 31, 2023. Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies, clinical trials, and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company’s product candidates are still in development and, to date, none of the Company’s product candidates have been approved for sale and, therefore, the Company has not generated any revenue from product sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with maturities of three months or less from the purchase date to be cash equivalents. As of December 31, 2023 and 2022, cash and cash equivalents consist of cash deposited with banks, investments in money market funds with maturities of three months or less from the date of purchase, and overnight treasury securities. Fair Value of Financial Instruments The carrying amounts of certain financial instruments of the Company, including cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate fair value due to their relatively short maturities. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets, generally three years. Leasehold improvements are amortized using the straight-line method over the lesser of the assets’ estimated useful lives or the remaining term of the lease. Maintenance and repairs are charged to operations as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheet and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability is measured by comparison of the carrying amount of the asset or asset group to the future net cash flows which the asset or asset group is expected to generate. If such asset or asset group is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. The Company performed a long-lived asset impairment test in conjunction with its goodwill impairment test in the third quarter of 2023 and concluded that there was no impairment of long-lived assets. There was also no impairment of long-lived assets for the year ended December 31, 2022. Revenue Recognition Under ASC 606, Revenue from Contracts with Customers (ASC 606), the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps as prescribed by ASC 606: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. A contract with a customer exists when (i) the Company enters into a legally enforceable contract with a customer that defines each party’s rights regarding the products or services to be transferred and identifies the payment terms related to these products or services, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all consideration for products or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company identifies the goods or services promised and determines the performance obligations by assessing whether each promised good or service is distinct. Goods or services that are not distinct are bundled with other goods or services in the contract until a bundle of goods or services that is distinct is created. 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. All of the Company’s revenues for the year ended December 31, 2022 are derived through a license and collaboration agreement with Regeneron (see Note 8). The Company did not have any revenue for the year ended December 31, 2023. For revenue recognition purposes, the Company determines the term of its license or collaboration agreements by evaluating the period during which present and enforceable rights and obligations exist. This determination is impacted by the existence of substantive termination penalties, among other factors. The Company recognizes revenue under the Company’s license or collaboration agreements that are within the scope of ASC 606. These agreements include promises related to licenses to intellectual property and research and development services. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgement to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. Accordingly, the transaction price is generally comprised of a fixed fee due at contract inception and at specified future dates, variable consideration in the form of milestone payments due upon the achievement of specified events and tiered royalties earned when customers recognize net sales of licensed products. The Company measures the transaction price based on the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods and/or services to the customer. The Company utilizes the “most likely amount” method to estimate the amount of variable consideration to which it will be entitled for the contract. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. At the inception of each arrangement that includes development and regulatory milestone payments, the Company evaluates whether the associated event is considered most likely to be achieved and estimates the amount to be included in the transaction price. Payments or reimbursements for the Company’s research and development efforts where such efforts are considered part of or a single performance obligation are recognized over time using a measure of progress that best reflects the Company’s performance in satisfying the obligation. Upfront payments are recorded as contract liabilities upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligation under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration 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 period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from its collaboration arrangement. Research and Development Expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, including payroll and related expenses, costs for CDMOs, costs for CROs, materials, supplies, depreciation on and maintenance of research equipment, consulting costs, and the allocated portions of facility costs, such as rent, utilities, insurance, repairs and maintenance, depreciation, information technology costs and general support services. All costs associated with research and development are expensed within the consolidated statements of operations as incurred. Costs incurred in obtaining technology licenses are charged to research and development expense as acquired in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. Accrued CRO, CDMO, and Research and Development Expenses The Company has entered into various agreements with CDMOs and CROs. The Company’s research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced are included in accrued and other current liabilities on the consolidated balance sheets. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to CDMOs and CROs under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets on the consolidated balance sheets until the services are rendered. Through December 31, 2023 there had been no material adjustments to the Company’s prior period estimates of accrued research and development expenses. Leases Consistent with ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), the Company determines if an arrangement is a lease, or contains a lease, at inception. Leases with a term greater than 12 months are recognized on the balance sheet as Right-of-Use (ROU) assets and current and long-term operating lease liabilities, as applicable. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. The Company monitors its plan to renew its leases no less than on a quarterly basis. In addition, the Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants. In accordance with ASU 2016-02, the ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate (IBR), which is the estimated rate the Company would be required to pay for a fully collateralized borrowing equal to the total lease payments over the term of the lease, to determine the present value of future minimum lease payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of ASU 2016-02, the Company does not combine lease and non-lease components. Variable lease payments are expenses as incurred. Assumptions made by the Company at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification. A lease modification results in a separate contract when the modification grants the lessee an additional right of use not included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease. Stock-Based Compensation The Company accounts for stock-based compensation arrangements with employees and non-employees using a fair value method which requires the recognition of compensation expense for costs related to all stock-based payments including stock options. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model to estimate the fair value of options granted that are expensed on a straight-line basis over the requisite service period, which is generally the vesting period. The Company accounts for forfeitures as they occur. Option valuation models, including the Black-Scholes option-pricing model, require the input of several assumptions. Changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and the expected life of the award. For awards that have a performance condition, the Company recognizes compensation expense based on its assessment of the probability that the performance condition will be achieved, using an accelerated attribution model, over the explicit or implicit service period. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes and for operating loss and tax credit carryforwards. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company’s deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which these temporary differences are expected to be recovered or settled. A valuation allowance is recorded to reduce deferred tax assets if it is determined that it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings results, expectations of future taxable income, carryforward periods available and other relevant factors. The Company records changes in the required valuation allowance in the period that the determination is made. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available as of the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, the Company does not recognize a tax benefit in the consolidated financial statements. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component of income tax expense (benefit). Net Loss per Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. The Company’s potentially dilutive shares, which include outstanding stock options, Employee Stock Purchase Plan (ESPP) awards and unvested restricted stock units (RSUs), are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. Basic and diluted net loss per share is presented in conformity with the two-class method required for participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss is attributed entirely to common stockholders. Since the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods. Subsequent Events Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the consolidated financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, other than as disclosed in these notes to the consolidated financial statements. Refer to Note 17. Subsequent Events. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB under its ASC or other standard setting bodies and adopted by the Company as of the specified effective date, unless otherwise discussed below. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This ASU replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. For SEC filers that are eligible to be smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2016-13 in the first quarter of 2023. The impact on its consolidated financial statements and related disclosures was not material. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). The new guidance simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. SEC filers that are eligible to be smaller reporting companies should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2022. The amendment should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company adopted ASU 2017-04 in the first quarter of 2023. The impact on its consolidated financial statements and related disclosures was not material. Accounting Pronouncements Not Yet Adopted In September 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which enhances the transparency and usefulness of income tax disclosures. This amendment requires public issuers to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income, or loss, by the applicable statutory income tax rate. Additionally, this amendment requires issuers to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes as well as the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). For SEC filers, this ASU is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company is currently evaluating the impact the adoption that this ASU will have on its consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The Company determines the fair value of financial and non-financial assets and liabilities using the fair value hierarchy which establishes three level of inputs that may be used to measure fair value, as follows: Level 1 — Observable inputs, such as 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 which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. 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 following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Treasury securities (1) (2) $ 115,143 $ — $ — $ 115,143 Total fair value of assets $ 115,143 $ — $ — $ 115,143 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) (3) $ 75,701 $ — $ — $ 75,701 Total fair value of assets $ 75,701 $ — $ — $ 75,701 (1) Included in cash and cash equivalents in the consolidated balance sheets. (2) Treasury securities are included within Level 1 of the fair value hierarchy because they are actively traded and valued using quoted market prices. (3) Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, December 31, Prepaid insurance $ 1,014 $ 1,251 Prepaid software subscription and licensing fees 582 529 Prepaid maintenance 373 295 Prepaid professional services 82 44 Prepayments to CROs and CDMOs 53 492 Interest receivable — 435 Other prepaid expenses and current assets 457 336 Total prepaid expenses and other current assets $ 2,561 $ 3,382 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): Useful life December 31, December 31, Leasehold improvements Lesser of useful life or lease term $ 26,643 $ 19,959 Laboratory equipment 3 13,165 7,503 Furniture and fixtures 3 951 184 Software 3 411 353 Construction in progress — 265 9,292 Computer equipment 3 189 172 Property and equipment, gross 41,624 37,463 Less: Accumulated depreciation and amortization ( 14,847 ) ( 8,753 ) Property and equipment, net $ 26,777 $ 28,710 All of the Company’s property and equipment as of December 31, 2023 and 2022 is located in the U.S. Depreciation and amortization expense for the years ended December 31, 2023 and 2022 was $ 6.1 million and $ 2.6 million, respectively. The increase in expense is primarily due to the completion and subsequent depreciation of the Company's good manufacturing practice (GMP) cell processing and vector manufacturing suite at the Company's office in Redwood City, California (1000 Bridge Parkway) which was completed in February 2023. Construction in progress has decreased by $ 9.0 million during the year ended December 31, 2023 , compared to the balance at December 31, 2022, due to the Company's completion of the Company's GMP cell processing and vector manufacturing suite in February 2023. The remaining $ 0.3 million in construction in progress as of December 31, 2023 is primarily related to lab and computer equipment not yet placed into service. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | 6. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following (in thousands): December 31, December 31, Accrued compensation $ 6,514 $ 5,703 Accrued CDMO costs 5,679 4,390 Accrued professional services 625 1,356 Accrued other research and development expenses 354 674 Accrued CRO costs 257 657 Accrued other liabilities 12 31 Total accrued and other liabilities $ 13,441 $ 12,811 |
Third Party Agreements
Third Party Agreements | 12 Months Ended |
Dec. 31, 2023 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Third Party Agreements | 8. Third Party Agreements Regeneron On July 29, 2016, the Company entered into a license and collaboration agreement with Regeneron, which was amended in April 2019, with such amendment becoming effective in connection with Regeneron’s investment in the Company’s Series B redeemable convertible preferred stock private placement transaction in July 2019 (as amended, the Regeneron Agreement). Financial Terms. The Company received a non-refundable upfront payment of $ 25.0 million from Regeneron upon execution of the Regeneron Agreement and an aggregate of $ 20.0 million of additional payments for research funding from Regeneron as of December 31, 2023 . In addition, Regeneron may have to pay the Company additional amounts in the future consisting of up to an aggregate of $ 80.0 million of option exercise fees, as specified in the Regeneron Agreement. Per the terms of the agreement, Regeneron must pay the Company high single digit royalties as a percentage of net sales for immune cell products (ICPs) to targets for which it has exclusive rights, and low single digit royalties as a percentage of net sales on any non-ICP product comprising a targeting moiety generated by the Company through the use of Regeneron’s proprietary mice. The Company must pay Regeneron mid-single to low double digit, but less than teens, of royalties as a percentage of net sales of ICPs to targets for which the Company has exercised exclusive rights, and low to mid-single digit of royalties as a percentage of net sales of targeting moieties generated from the Company’s license to use Regeneron’s proprietary mice. Royalties are payable until the longer of the expiration or invalidity of the licensed patent rights or twelve (12) years from first commercial sale. No royalties have been earned or paid under the Regeneron Agreement through December 31, 2023. On January 28, 2022, Regeneron exercised its option to license the exclusive, worldwide rights to ADI-002, an allogeneic gamma delta CAR T cell therapy directed against Glypican-3, pursuant to the Regeneron Agreement. In conjunction with the exercise of the option, Regeneron paid an exercise fee of $ 20.0 million to the Company on January 28, 2022, and the Company completed the transfer of the associated license rights to Regeneron during the first quarter of 2022. The $ 20.0 million option exercise fee, plus $ 5.0 million of revenue recognized relating to the combined performance obligation, resulted in an aggregate of $ 25.0 million recorded as revenue for the year ended December 31, 2022. The Company's obligations under the combined performance obligation were completed during the year ended December 31, 2022. Regeneron is responsible, at its sole cost, for all development, manufacturing and commercialization of ADI-002 and must pay the Company high single digit royalties as a percentage of any net sales of ADI-002 for a period commencing on the first commercial sale until the longer of (i) the expiration or invalidity of the licensed patent rights or (ii) a low double digit amount of years from first commercial sale. As of December 31, 2023 and 2022, there were no contract assets related to the Regeneron Agreement. The following tables present changes in the Company’s contract liabilities for the years ended December 31, 2023 and 2022 (in thousands): Twelve Months Ended December 31, 2023 Balance at Deductions Balance at Contract liability $ — $ — $ — Twelve Months Ended December 31, 2022 Balance at Deductions Balance at Contract liability $ 4,805 $ ( 4,805 ) $ — (1) Deductions to contract liabilities relate to deferred revenue recognized as revenue during the reporting period . Twist Bioscience In March 2021, the Company entered into an Antibody Discovery Agreement (the Twist Agreement) with Twist Bioscience Corporation (Twist). Under the terms of the Twist Agreement, Twist will utilize its proprietary platform technology to assist the Company with the discovery of novel antibodies related to target antigens selected by the Company. The Company maintains the sole and exclusive rights to any program antibodies discovered under the Twist Agreement and has the right to patent, assign, license or transfer any work product under the agreement. Furthermore, the Company has the right to sublicense its rights to program antibodies to third parties. The Company may terminate the Twist Agreement at any time, with or without cause, upon a specified period advance written notice. Per the terms of the agreement, the Company will pay Twist an upfront, non-refundable project initiation fee, a technology access fee, as well as a project fee for each project entered into under the agreement. Additionally, the Company will pay fees for development and regulatory milestones in the tens of millions of dollars and low single digit royalties on net sales to Twist for programs initiated under the agreement. In November 2022, the Company entered into an amendment to the Twist Agreement (the Twist Amendment). The Twist Amendment updates the language associated with Twist's audit rights as well as the amounts associated with technology access fees. On a cumulative basis as of December 31, 2023 , the Company has incurred and expensed $ 1.0 million related to project initiation fees, technology access fees and projects fees as research and development expense related to this agreement. |
Term Loan
Term Loan | 12 Months Ended |
Dec. 31, 2023 | |
Term Loan [Abstract] | |
Term Loan | 7. Term Loan On April 28, 2020, the Company entered into a Loan and Security Agreement (the Loan Agreement) as amended on July 8, 2020, September 14, 2020, September 15, 2020, October 21, 2021, December 2, 2022 (the 2022 Loan Amendment) and May 30, 2023 with Banc of California (formerly known as Pacific Western Bank) to finance leasehold improvements for the facilities in Redwood City, CA and other purposes permitted under the Loan Agreement. Under the October 21, 2021 amendment, Banc of California will provide one or more Term Loans (as defined in the 2021 Loan Amendment), as well as Non-Formula Ancillary Services which shall not exceed $ 5.5 million in the aggregate. Non-Formula Ancillary Services are defined as automated clearinghouse transactions, corporate credit card services, letters of credit, or other treasury management services. The aggregate sum of the outstanding Term Loans and Non-Formula Ancillary Services shall at no time exceed $ 15.0 million, which each Term Loan to be in an amount of not less than $ 1.0 million. On March 13, 2023, the Company and Banc of California executed a letter agreeing that, notwithstanding the covenants included in the 2022 Loan Amendment, until June 30, 2023 (i) the Company and its subsidiaries will not be required to maintain the lesser of $ 200 million or seventy percent (70%) of its combined balances in demand deposit accounts, money market funds and/or insured cash sweep (ICS) accounts with Banc of California and (ii) the Company must maintain its combined balances at Banc of California or its affiliates, including Pacific Western Asset Management (the Letter). On May 30, 2023, the Company further amended its Loan Agreement with Banc of California (the 2023 Loan Amendment). Pursuant to the 2023 Loan Amendment, the Company must maintain the lesser of (i) $ 35.0 million or (ii) all of the Company’s combined balances in demand deposit accounts, money market accounts, and/or insured cash sweep accounts with Banc of California. If the Company’s total cash and investments drop to less than $ 35.0 million, the 2023 Loan Amendment permits the Company to maintain cash and/or investments in one or more accounts outside of Banc of California up to a total of $ 2.5 million. As of December 31, 2023, the Company has $ 12.7 million available under the Loan Agreement. Additionally, as of December 31, 2023, the Company is in compliance with such covenants as stated in the 2023 Loan Amendment and had no indebtedness outstanding under the Loan Agreement. |
Commitments and Contingences
Commitments and Contingences | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingences | 9. Commitments and Contingencies Operating Leases The Company leases office and laboratory space in Redwood City, California, and Boston, Massachusetts. Redwood City In 2018, Adicet Therapeutics executed a non-cancelable lease agreement, as amended in 2022, pursuant to which the Company leases office and laboratory facility at 1000 Bridge Parkway and a portion of 1200 Bridge Parkway in Redwood City, California (the Redwood City Lease). On January 9, 2023, Adicet Therapeutics entered into a third lease amendment with Westport Office Park, LLC (the Third Amendment). The Third Amendment further amends the Redwood City Lease and increases the tenant improvement allowance as of January 1, 2023 by an additional $ 3.0 million. The Company fully utilized the allowance for the continued buildout of office and laboratory space at 1000 Bridge Parkway in 2023. Per the terms of this amendment, this additional allowance will be repaid through equal monthly payments of principal amortization and interest on a monthly basis over the term of the lease at an interest rate of eight percent ( 8 %) per annum. The Company received the allowance on February 21, 2023 and increased the operating lease liability accordingly. On August 7, 2023, Adicet Therapeutics entered into a fourth lease amendment with Westport Office Park, LLC (the Fourth Amendment). The Fourth Amendment amends the period over which the tenant improvement allowance received in the Third Amendment will be amortized and identifies the monthly amortization payable by the Company. On September 1, 2023, Adicet Therapeutics amended its letter of credit with Westport Office Park, LLC. The amendment reduced the amount of the letter of credit associated with 1000 Bridge Parkway by $ 2.1 million resulting in an updated letter of credit amount of $2.1 million. Boston In 2018, the Company entered into a lease agreement, as amended in 2019, for office space at 500 Boylston St, Boston, Massachusetts (500 Boylston Lease). Under the terms of the 500 Boylston Lease, the Company was permitted to assign, sublease or transfer this lease, with the consent of the landlord. On July 19, 2021, the Company entered into a sublease agreement with RFS OPCO LLC (Sublessee), whereby the Company agreed to sublease to Sublessee all of the 9,501 rentable square feet of 500 Boylston St. The expected undiscounted cash flows to be received from the sublease as of December 31, 2023 is as follows (in thousands): December 31, 2024 722 2025 736 2026 438 2027 and thereafter — Total $ 1,896 The Company recognized rent expense, net of sublease income, of $ 4.0 million and $ 3.9 million for the years ended December 31, 2023 and 2022, respectively. Further, the Company remains liable for the remaining lease payments under the 500 Boylston Lease, totaling $ 1.7 million, which is included in the future minimum lease payments table below. The future minimum lease payments under all non-cancelable operating lease obligations as of December 31, 2023 were as follows (in thousands): December 31, 2024 5,015 2025 4,662 2026 4,009 2027 and thereafter 12,090 Total undiscounted lease payments 25,776 Less: imputed interest 4,852 Total operating lease liability 20,924 Less: current portion 3,221 Operating lease liability, net of current maturities $ 17,703 The IBR and the remaining lease terms of our facilities and their weighted average IBR and remaining terms are as follows as of December 31, 2023: Lease Locations IBR Remaining Terms Redwood City, CA (1000 Bridge Parkway) 6.90 % 6.20 Redwood City, CA (1200 Bridge Parkway) 6.80 % 1.50 Boston, MA 9.30 % 2.60 Weighted Average 7.10 % 5.70 The following table presents the operating lease cost and information related to the operating lease right-of-use assets, net and operating lease liabilities for the year ended December 31, 2023 (in thousands): Twelve Months Ended December 31, 2023 2022 Lease Cost Operating lease cost $ 4,510 $ 4,508 Short-term lease cost 195 133 Sublease income ( 714 ) ( 704 ) Total lease cost $ 3,991 $ 3,937 Other Information Operating cash flows used for lease liabilities $ ( 99 ) $ 2,264 Weighted-average remaining lease term - operating leases 5.7 6.5 Weighted-average discount rate - operating leases 7.1 % 7.1 % As of December 31, 2023 , operating right-of-use assets were $ 17.4 million and operating lease liabilities were $ 20.9 million. The Company has no material finance leases. The Company maintains letters of credit of $ 2.1 million and $ 0.2 million in connection with the Company’s office leases in Redwood City, CA and Boston, MA, respectively. Indemnification Agreements In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that 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 to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ liability insurance. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | 10. Stockholders' Equity Common Stock The Company’s Certificate of Incorporation, as amended, authorized the Company to issue 150,000,000 shares of $ 0.0001 par value common stock as of December 31, 2023. Common stockholders are entitled to dividends if and when declared by the Board of Directors of the Company subject to the prior rights of the preferred stockholders. As of December 31, 2023 , no dividends on common stock had been declared by the Board of Directors. The Company has the following shares of common stock reserved for future issuance: December 31, December 31, Stock options and restricted stock units available for future grant 2,473,485 2,871,705 Stock options issued and outstanding 9,383,105 6,203,020 Unvested restricted stock units 454,200 197,580 Total common stock reserved 12,310,790 9,272,305 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation Stock-based Compensation Expense The following table presents stock-based compensation expense as reflected in the Company's consolidated statements of operations (in thousands): Year Ended December 31, 2023 2022 Research and development $ 9,143 $ 7,225 General and administrative 11,116 9,901 Total stock-based compensation $ 20,259 $ 17,126 The following table presents stock-based compensation expense by type of award (in thousands): Year Ended December 31, 2023 2022 Stock options $ 18,060 $ 14,054 Restricted stock units (including performance-based RSUs) 2,023 2,878 Employee Stock Purchase Plan 176 194 Total $ 20,259 $ 17,126 Stock Options A summary of stock option activity for the year ended December 31, 2023 is set forth below (in thousands, except share and per share data): Number of Weighted Weighted- Aggregate Outstanding, December 31, 2022 6,203,020 $ 14.44 8.4 $ 780 Options granted 4,293,442 $ 5.36 Options exercised ( 946 ) $ 4.76 Options forfeited or cancelled ( 1,112,411 ) $ 10.59 Outstanding, December 31, 2023 9,383,105 $ 10.64 8.2 $ 45 Options exercisable, December 31, 2023 3,984,821 $ 13.65 7.4 $ 6 Vested and expected to vest, December 31, 2023 9,383,105 $ 10.64 8.2 $ 45 The assumptions used in the Black Scholes Model to calculate stock-based compensation are as follows: Year Ended December 31, 2023 2022 Fair value of common stock $ 1.32 - $ 9.15 $ 8.94 - $ 19.97 Expected term (years) 5.5 - 6.1 years 5.5 - 6.1 years Volatility 83.25 % - 92.87 % 77.4 % - 81.7 % Risk free rates 3.5 % - 4.86 % 1.6 % - 4.22 % Dividend rate 0.0 % 0.0 % The fair value of each stock option was estimated at the date of grant using a Black-Scholes option-pricing model using the following assumptions: The assumptions are as follows: • Expected volatility. The Company has limited trading history. As such, the expected volatility was determined by examining the historical volatilities for comparable publicly traded companies within the biotechnology and pharmaceutical industry using an average of historical volatilities of the Company’s industry peers. • Risk-free interest rate. The risk-free interest rate is based on the United States Treasury yield with a maturity equal to the expected term of the option in effect at the time of grant. • Dividend yield. The expected dividend is assumed to be zero as dividends have never been paid and there are no current plans to pay dividends on common stock. • Expected term. The expected term represents the period that the stock-based awards are expected to be outstanding. The expected term is calculated using the simplified method which is used when there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method. For awards with multiple vesting-tranches, the times from grant until the mid-points for each of the tranches may be averaged to provide an overall expected term. The Company will continue to use judgment in evaluating the expected volatility, risk-free interest rates, dividend yield and expected term, utilized for stock-based compensation on a prospective basis. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock for stock options that were in-the-money at December 31, 2023 and 2022. The aggregate intrinsic value of stock options exercised during the years ended on December 31, 2023 and 2022 was less than $ 0.1 million and $ 1.0 million, respectively. The total fair value of options that vested during the years ended December 31, 2023 and 2022 was $ 17.9 million and $ 13.4 million, respectively. The options granted during the years ended December 31, 2023 and 2022 had a weighted-average per share grant-date fair value of $ 3.94 per share and $ 10.07 per share, respectively. As of December 31, 2023 , the total unrecognized stock-based compensation expense related to unvested stock options was $ 31.7 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.3 years. Restricted Stock Units The summary of RSU activity and related information for the year ended December 31, 2023 is set forth below: Number of Units Outstanding Weighted Average Outstanding, December 31, 2022 197,580 $ 7.80 RSUs granted 513,700 $ 7.47 RSUs vested ( 194,455 ) $ 7.43 RSUs forfeited ( 62,625 ) $ 7.07 Outstanding, December 31, 2023 454,200 $ 7.69 The Company granted 513,700 RSU's in the year ended December 31, 2023 . The Company did no t grant any RSU's in the year ended December 31, 2022. The weighted-average grant date fair value of RSUs granted during the year ended December 31, 2023 was $ 7.69 . As of December 31, 2023, there was approximately $ 2.4 million of unrecognized compensation cost related to unvested RSUs that the Company expects to recognize over a remaining weighted-average period of approximately 2.1 years. Option repricing On August 8, 2023, the board of directors approved a stock option repricing (the Option Repricing) to be effective on August 14, 2023 (the Effective Date) in accordance with the terms of the Company’s 2015 Stock Incentive Plan and 2018 Plan (together, the Plans). Pursuant to the Option Repricing, and subject to a one year cliff period, the exercise price of each stock option previously granted under the Plans, totaling 6,431,910 options, was amended to reduce the exercise price of such options to $ 2.14 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on the Effective Date. Under the terms of the Option Repricing, a repriced option will revert to its original exercise price if, prior to the one year anniversary of the Effective Date, (a) the option holder’s employment is terminated by the Company with cause or by the option holder or (b) the option is exercised. The repriced options otherwise retained their existing terms and conditions as set forth in the Plans and applicable award agreements. The stock option modification resulted in an incremental compensation cost of approximately $ 4.6 million, which was calculated based on the difference between the fair value of the stock options before the repricing and the fair value as of the Effective Date, using the Black-Scholes option-pricing model. Of the incremental compensation cost, $ 1.3 million was recognized in the year ended December 31, 2023, and the remaining amount, less any employee terminations, will be recognized on the straight-line basis over the remaining vesting period of the repriced options. The incremental cost is included in general and administrative expense and research and development expense on the consolidated statements of operations. In addition, as of the Effective Date, the Company issued 1,418,042 options to purchase shares of common stock under the 2018 Plan to eligible employees who held inducement awards as of August 8, 2023. These new options were issued to eligible employees because their inducement awards granted under Nasdaq Listing Rule 5635(c)(4) are not eligible for repricing. The prior inducement awards remain outstanding under their original terms. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 12. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Year Ended December 31, 2023 2022 Net loss - basic and diluted $ ( 142,658 ) $ ( 69,790 ) Weighted-average shares used in computing net loss per share, basic and diluted 43,042,405 41,080,286 Net loss per share, basic and diluted ( 3.31 ) ( 1.70 ) The Company's potentially dilutive shares as of December 31, 2023 and 2022, which include outstanding stock options and unvested RSUs, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share for the period presented because including them would have been antidilutive: As of December 31, 2023 2022 Options to purchase common stock 9,383,105 6,203,020 Unvested restricted stock units 454,200 197,580 Total 9,837,305 6,400,600 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The components of the provision for (benefit from) income taxes are as follows (in thousands): December 31, 2023 2022 Current: Federal $ — $ — State — — Foreign — — Total current — — Deferred: Federal — — State — — Foreign — — Total deferred — — Provision for (benefit from) income taxes $ — $ — There was no income tax expense nor benefit for the years ended December 31, 2023 and 2022. For the rate table below the (provision for) benefit from income taxes differ from the amount expected by applying the federal statutory rate to the loss before taxes as follows: Year Ended December 31, 2023 2022 Federal statutory income tax rate 21.0 % 21.0 % Tax credits — ( 2.5 )% State income taxes ( 8.3 )% 8.5 % Change in valuation allowance ( 7.0 )% ( 23.2 )% 162m limitation — ( 1.5 )% Stock-based compensation ( 2.7 )% ( 2.3 )% Goodwill Impairment ( 2.9 )% — Other permanent differences ( 0.1 )% ( 0.2 )% Provision for income taxes ( 0.0 )% ( 0.0 )% The tax effects of temporary differences and carryforwards of the deferred tax assets are presented below (in thousands): December 31, 2023 2022 Deferred Tax Assets: Net operating loss carryforwards $ 65,601 $ 68,499 Operating lease right-of-use asset liability 4,414 5,641 Deferred revenue — — Stock-based compensation 2,285 1,846 Intangible assets 704 1,060 Fixed assets 768 574 Accruals and reserves 1,074 1,480 Sec 174 Capitalized R&D 27,871 15,803 Research and development credit carryforwards 26 Tax credits 28 Gross deferred tax assets 102,745 94,928 Less: Valuation allowance ( 99,069 ) ( 89,490 ) Deferred tax assets, net of valuation allowance 3,676 5,439 Deferred tax liabilities: Fixed assets — — Basis Difference IPR&D — — Operating lease right-of-use asset ( 3,676 ) ( 5,439 ) Net deferred tax assets $ — $ — On September 15, 2020 Adicet Bio and resTORbio completed the Merger upon which Adicet Bio became the parent company of the consolidated group. The Merger did not create a step up in basis for tax basis of the asset as it was considered a tax-free merger. The above deferred tax table includes deferred related to resTORbio. The Company has established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. IRC Section 174, as modified by the Tax Cuts and Jobs Act of 2017, no longer permit an immediate deduction for research and development expenditures in the tax year that such costs are incurred. As a result the Company capitalized such costs in its 2023 income tax provision, resulting in an increase in deferred tax assets. ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The valuation allowance increased by $ 9.6 million and by $ 16.3 million during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 , the Company had net operating loss carryforwards of $ 294.8 million, $ 12.1 million, and $ 16.1 million to reduce future taxable income, if any, for federal, state and foreign income tax purposes, respectively. Of the federal net operating loss carryforwards, $ 7.5 million will begin to expire in 2036 if not utilized, and $ 287.3 million can be carried forward indefinitely. The state carryforwards will begin to expire in 2035. The Company also had approximately $ 11.3 million of federal and $ 6.4 million of California research and development tax credit carryforwards available to offset future taxable income as of December 31, 2023. The federal credits begin to expire in 2041 and the California research credits can be carried forward indefinitely. Utilization of the net operating loss carryforwards and research and development tax credit carryforwards may be subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. If the Company has experienced an ownership change, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation. As of December 31, 2023, the ownership change analysis has not been completed, however no material tax attributes are expected to be limited for full use before their respective carryforward periods expires. The Company files income tax returns in the United States federal jurisdiction, California, Massachusetts and Israel. The tax years 2016 to 2023 remains open to United States federal and state examination to the extent of the utilization of net operating loss and credit carryovers. Additionally, the Company is currently undergoing an audit with California’s Franchise Tax Board (FTB) regarding the apportionment of revenue for the tax year 2017 and may be obligated to make future payments to the state related to this tax year depending on the outcome of the examination. The Company is evaluating the FTB's proposal and assessing its course of action. As of December 31, 2023 , the Company had unrecognized tax benefits of $ 0.8 million related to the transfer of certain intellectual property from its Israeli subsidiary. In addition, as of December 31, 2023 , the Company had unrecognized tax benefits of $ 17.7 million related to the federal and state research and development credits as a result of no formal research credit study performed. A reconciliation of the beginning and ending unrecognized tax benefit amount is as follows (in thousands): Year Ended December 31, 2023 2022 Balance at the beginning of the year $ 9,759 $ 4,040 Adjustment based on tax positions related to prior year 5 ( 2 ) Adjustment based on tax positions related to current year 8,698 5,721 Balance at the end of the year $ 18,462 $ 9,759 The Company recognizes interest expense and penalties related to the above unrecognized tax benefits within income tax expense (benefit). Management determined that no accrual for interest and penalties was required as of December 31, 2023 . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions As of December 31, 2023 , Regeneron owned 883,568 shares of the Company’s common stock. Regeneron became a related party in July 2019 as a result of Series B redeemable convertible preferred stock financing which was subsequently converted into common stock. For the year ended December 31, 2023 , the Company recorded no revenue from the Regeneron Agreement. See Note 8 for a discussion of the Regeneron Agreement. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | 15. Defined Contribution Plan The Company maintains a defined contribution plan under Section 401(k) of the Internal Revenue Code covering substantially all full-time United States employees. Employee contributions are voluntary and are determined on an individual basis subject to the maximum allowable under federal tax regulations. During the years ended December 31, 2023 and 2022, the Company made aggregate matching contributions of $ 1.2 million and $ 0.8 million, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 16. Goodwill In connection with the annual goodwill impairment analysis performed during the fourth quarter of 2022, the Company determined that the fair value of its sole reporting unit exceeded its book value, and therefore no goodwill impairment charge was recorded in 2022. During the first and second quarters of 2023, the Company concluded that no events or changes in circumstances had occurred that indicated goodwill was more likely than not impaired. During the third quarter of 2023, the Company experienced a significant decline in its stock price. As of September 30, 2023, the Company’s stock price declined 44 % from its closing stock price on June 30, 2023, and the decline in stock price was sustained. The Company determined that this decline in stock price and market capitalization of the Company constituted a substantive change in circumstances that would more likely than not reduce the fair value of the Company’s single reporting unit below its carrying amount. Accordingly, the Company tested its goodwill for impairment as of September 30, 2023 (the Interim Testing Date). In determining the fair value of the Company’s sole reporting unit for the interim impairment analysis as of the Interim Testing Date, the Company used a market-based approach, and the primary input in this approach was a quoted market price in an active market. To determine the estimated fair value of the Company’s single reporting unit, the Company calculated its market capitalization based on its stock price. Based on the Company’s interim impairment analysis as of the Interim Testing Date, the carrying value of the Company’s single reporting unit exceeded its fair value. Accordingly, step two of the goodwill impairment test was performed. In performing step two of the goodwill impairment test, the Company utilized observable inputs and concluded that an impairment charge was necessary for the full amount of goodwill. As a result of the step two evaluation, the Company recorded a goodwill impairment charge of $ 19.5 million during the three month period ended September 30, 2023. This impairment charge reduced the balance of goodwill to $ 0 . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events ATM Program In January 2024, 6,350,000 shares of common stock were issued in a series of sales in accordance with the ATM Program, at an average price of $ 3.13 per share for aggregate net proceeds of approximately $ 19.3 million, after deducting sales agent commissions, but before deducting any expenses related to such sales. Underwritten Public Offering On January 22, 2024, Adicet entered into an Underwriting Agreement (the Underwriting Agreement) with Jefferies LLC and Guggenheim Securities, LLC (the Underwriters) related to an underwritten public offering (the Offering) of 27,054,667 shares (the Shares) of common stock of the Company, par value $ 0.0001 per share (the Common Stock), and, in lieu of Common Stock to an investor, pre-funded warrants (the Pre-Funded Warrants) to purchase 8,445,333 shares of Common Stock (the Warrant Shares). The Shares were sold at a public offering price of $ 2.40 per share and the Pre-Funded Warrants were sold at a public offering price of $ 2.3999 per underlying share, which represents the per share public offering price of each share of common stock minus the $ 0.0001 per share exercise price for each pre-funded warrant. The purchase price paid by the Underwriters to the Company was $ 2.256 per Share and $ 2.2559 per Pre-Funded Warrant, representing a discount to the Underwriters of 6.0 %. In addition, the Company granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 5,325,000 shares of Common Stock. On January 23, 2024, the Underwriters exercised this option in full. The Company received net proceeds from the Offering, after deducting the underwriting discount and commissions and other estimated offering expenses, of approximately $ 91.8 million. The Company may receive nominal proceeds, if any, from the exercise of the Pre-Funded Warrants. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and related disclosures have been prepared in conformity with accounting principles generally accepted in the United States of America (United States GAAP or GAAP). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The United States dollar is the functional and reporting currency of the Company and its subsidiaries. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the reporting period. Such estimates include deferred tax assets, useful lives of property and equipment, accruals for research and development activities, revenue recognition and stock-based compensation and the Company’s incremental borrowing rate. Actual results could differ from those estimates. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and identified intangible assets acquired in a business combination. Goodwill is not amortized but is evaluated at least annually for impairment or when a change in facts and circumstances indicate that the fair value of the goodwill may be below the carrying value. Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has determined that it operates in a single operating segment and has a single reporting unit. Prior to performing the impairment test, the Company assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit was less than the carrying amount. If after assessing the totality of events or circumstances, the Company were to determine that it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the Company would perform a quantitative impairment test. The quantitative impairment test involves comparing the fair value of the reporting unit to the carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company measures the amount of impairment loss, if any, as the excess of the carrying value over the fair value of the reporting unit. The Company performed an interim test for goodwill impairment in the third quarter of the fiscal year ended December 31, 2023 and determined that goodwill was impaired. For additional information regarding this assessment, refer to Note 16. Goodwill to our consolidated financial statements. |
Segments | Segments The Company operates and manages its business as one reportable and operating segment, which is the business of research and development of allogeneic gamma delta T cell therapies for autoimmune diseases and cancer . The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents. The Company’s cash and cash equivalents are held at two financial institutions in the U.S. and one financial institution in Israel and such amounts may, at times, exceed insured limits. The Company invests its cash equivalents in money market funds and treasury securities. The Company limits its credit risk associated with cash equivalents by placing them with banks and institutions it believes are highly creditworthy and in highly rated investments. The Company has not experienced any losses on its deposits of cash and cash equivalents to date. The Company has one customer, Regeneron, which represents 100 % of the Company’s total revenue during the year ended December 31, 2022 (see Note 8). The Company did not have any revenue for the year ended December 31, 2023. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies, clinical trials, and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company’s product candidates are still in development and, to date, none of the Company’s product candidates have been approved for sale and, therefore, the Company has not generated any revenue from product sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with maturities of three months or less from the purchase date to be cash equivalents. As of December 31, 2023 and 2022, cash and cash equivalents consist of cash deposited with banks, investments in money market funds with maturities of three months or less from the date of purchase, and overnight treasury securities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of certain financial instruments of the Company, including cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate fair value due to their relatively short maturities. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets, generally three years. Leasehold improvements are amortized using the straight-line method over the lesser of the assets’ estimated useful lives or the remaining term of the lease. Maintenance and repairs are charged to operations as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheet and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability is measured by comparison of the carrying amount of the asset or asset group to the future net cash flows which the asset or asset group is expected to generate. If such asset or asset group is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. The Company performed a long-lived asset impairment test in conjunction with its goodwill impairment test in the third quarter of 2023 and concluded that there was no impairment of long-lived assets. There was also no impairment of long-lived assets for the year ended December 31, 2022. |
Revenue Recognition | Revenue Recognition Under ASC 606, Revenue from Contracts with Customers (ASC 606), the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps as prescribed by ASC 606: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. A contract with a customer exists when (i) the Company enters into a legally enforceable contract with a customer that defines each party’s rights regarding the products or services to be transferred and identifies the payment terms related to these products or services, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all consideration for products or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company identifies the goods or services promised and determines the performance obligations by assessing whether each promised good or service is distinct. Goods or services that are not distinct are bundled with other goods or services in the contract until a bundle of goods or services that is distinct is created. 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. All of the Company’s revenues for the year ended December 31, 2022 are derived through a license and collaboration agreement with Regeneron (see Note 8). The Company did not have any revenue for the year ended December 31, 2023. For revenue recognition purposes, the Company determines the term of its license or collaboration agreements by evaluating the period during which present and enforceable rights and obligations exist. This determination is impacted by the existence of substantive termination penalties, among other factors. The Company recognizes revenue under the Company’s license or collaboration agreements that are within the scope of ASC 606. These agreements include promises related to licenses to intellectual property and research and development services. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgement to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. Accordingly, the transaction price is generally comprised of a fixed fee due at contract inception and at specified future dates, variable consideration in the form of milestone payments due upon the achievement of specified events and tiered royalties earned when customers recognize net sales of licensed products. The Company measures the transaction price based on the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods and/or services to the customer. The Company utilizes the “most likely amount” method to estimate the amount of variable consideration to which it will be entitled for the contract. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. At the inception of each arrangement that includes development and regulatory milestone payments, the Company evaluates whether the associated event is considered most likely to be achieved and estimates the amount to be included in the transaction price. Payments or reimbursements for the Company’s research and development efforts where such efforts are considered part of or a single performance obligation are recognized over time using a measure of progress that best reflects the Company’s performance in satisfying the obligation. Upfront payments are recorded as contract liabilities upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligation under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration 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 period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from its collaboration arrangement. |
Research and Development Expenses | Research and Development Expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, including payroll and related expenses, costs for CDMOs, costs for CROs, materials, supplies, depreciation on and maintenance of research equipment, consulting costs, and the allocated portions of facility costs, such as rent, utilities, insurance, repairs and maintenance, depreciation, information technology costs and general support services. All costs associated with research and development are expensed within the consolidated statements of operations as incurred. Costs incurred in obtaining technology licenses are charged to research and development expense as acquired in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. |
Accrued CRO, CMO, and Research and Development Expenses | Accrued CRO, CDMO, and Research and Development Expenses The Company has entered into various agreements with CDMOs and CROs. The Company’s research and development accruals are estimated based on the level of services performed, progress of the studies, including the phase or completion of events, and contracted costs. The estimated costs of research and development provided, but not yet invoiced are included in accrued and other current liabilities on the consolidated balance sheets. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to CDMOs and CROs under these arrangements in advance of the performance of the related services are recorded as prepaid expenses and other current assets on the consolidated balance sheets until the services are rendered. Through December 31, 2023 there had been no material adjustments to the Company’s prior period estimates of accrued research and development expenses. |
Leases | Leases Consistent with ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), the Company determines if an arrangement is a lease, or contains a lease, at inception. Leases with a term greater than 12 months are recognized on the balance sheet as Right-of-Use (ROU) assets and current and long-term operating lease liabilities, as applicable. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. The Company monitors its plan to renew its leases no less than on a quarterly basis. In addition, the Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants. In accordance with ASU 2016-02, the ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate (IBR), which is the estimated rate the Company would be required to pay for a fully collateralized borrowing equal to the total lease payments over the term of the lease, to determine the present value of future minimum lease payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of ASU 2016-02, the Company does not combine lease and non-lease components. Variable lease payments are expenses as incurred. Assumptions made by the Company at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification. A lease modification results in a separate contract when the modification grants the lessee an additional right of use not included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation arrangements with employees and non-employees using a fair value method which requires the recognition of compensation expense for costs related to all stock-based payments including stock options. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model to estimate the fair value of options granted that are expensed on a straight-line basis over the requisite service period, which is generally the vesting period. The Company accounts for forfeitures as they occur. Option valuation models, including the Black-Scholes option-pricing model, require the input of several assumptions. Changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and the expected life of the award. For awards that have a performance condition, the Company recognizes compensation expense based on its assessment of the probability that the performance condition will be achieved, using an accelerated attribution model, over the explicit or implicit service period. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes and for operating loss and tax credit carryforwards. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company’s deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which these temporary differences are expected to be recovered or settled. A valuation allowance is recorded to reduce deferred tax assets if it is determined that it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings results, expectations of future taxable income, carryforward periods available and other relevant factors. The Company records changes in the required valuation allowance in the period that the determination is made. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available as of the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, the Company does not recognize a tax benefit in the consolidated financial statements. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component of income tax expense (benefit). |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. The Company’s potentially dilutive shares, which include outstanding stock options, Employee Stock Purchase Plan (ESPP) awards and unvested restricted stock units (RSUs), are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. Basic and diluted net loss per share is presented in conformity with the two-class method required for participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss is attributed entirely to common stockholders. Since the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods. |
Subsequent Events Considerations | Subsequent Events Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the consolidated financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, other than as disclosed in these notes to the consolidated financial statements. Refer to Note 17. Subsequent Events. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB under its ASC or other standard setting bodies and adopted by the Company as of the specified effective date, unless otherwise discussed below. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This ASU replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. For SEC filers that are eligible to be smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2016-13 in the first quarter of 2023. The impact on its consolidated financial statements and related disclosures was not material. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). The new guidance simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. SEC filers that are eligible to be smaller reporting companies should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2022. The amendment should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company adopted ASU 2017-04 in the first quarter of 2023. The impact on its consolidated financial statements and related disclosures was not material. Accounting Pronouncements Not Yet Adopted In September 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which enhances the transparency and usefulness of income tax disclosures. This amendment requires public issuers to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income, or loss, by the applicable statutory income tax rate. Additionally, this amendment requires issuers to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes as well as the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). For SEC filers, this ASU is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company is currently evaluating the impact the adoption that this ASU will have on its consolidated financial statements and related disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured on Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Treasury securities (1) (2) $ 115,143 $ — $ — $ 115,143 Total fair value of assets $ 115,143 $ — $ — $ 115,143 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) (3) $ 75,701 $ — $ — $ 75,701 Total fair value of assets $ 75,701 $ — $ — $ 75,701 (1) Included in cash and cash equivalents in the consolidated balance sheets. (2) Treasury securities are included within Level 1 of the fair value hierarchy because they are actively traded and valued using quoted market prices. (3) Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, December 31, Prepaid insurance $ 1,014 $ 1,251 Prepaid software subscription and licensing fees 582 529 Prepaid maintenance 373 295 Prepaid professional services 82 44 Prepayments to CROs and CDMOs 53 492 Interest receivable — 435 Other prepaid expenses and current assets 457 336 Total prepaid expenses and other current assets $ 2,561 $ 3,382 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): Useful life December 31, December 31, Leasehold improvements Lesser of useful life or lease term $ 26,643 $ 19,959 Laboratory equipment 3 13,165 7,503 Furniture and fixtures 3 951 184 Software 3 411 353 Construction in progress — 265 9,292 Computer equipment 3 189 172 Property and equipment, gross 41,624 37,463 Less: Accumulated depreciation and amortization ( 14,847 ) ( 8,753 ) Property and equipment, net $ 26,777 $ 28,710 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following (in thousands): December 31, December 31, Accrued compensation $ 6,514 $ 5,703 Accrued CDMO costs 5,679 4,390 Accrued professional services 625 1,356 Accrued other research and development expenses 354 674 Accrued CRO costs 257 657 Accrued other liabilities 12 31 Total accrued and other liabilities $ 13,441 $ 12,811 |
Third Party Agreements (Tables)
Third Party Agreements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Change in Company's Contract Liabilities | As of December 31, 2023 and 2022, there were no contract assets related to the Regeneron Agreement. The following tables present changes in the Company’s contract liabilities for the years ended December 31, 2023 and 2022 (in thousands): Twelve Months Ended December 31, 2023 Balance at Deductions Balance at Contract liability $ — $ — $ — Twelve Months Ended December 31, 2022 Balance at Deductions Balance at Contract liability $ 4,805 $ ( 4,805 ) $ — Deductions to contract liabilities relate to deferred revenue recognized as revenue during the reporting period . |
Commitments and Contingences (T
Commitments and Contingences (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Future Lease payments | The future minimum lease payments under all non-cancelable operating lease obligations as of December 31, 2023 were as follows (in thousands): December 31, 2024 5,015 2025 4,662 2026 4,009 2027 and thereafter 12,090 Total undiscounted lease payments 25,776 Less: imputed interest 4,852 Total operating lease liability 20,924 Less: current portion 3,221 Operating lease liability, net of current maturities $ 17,703 |
Schedule Of Sublease Income | The expected undiscounted cash flows to be received from the sublease as of December 31, 2023 is as follows (in thousands): December 31, 2024 722 2025 736 2026 438 2027 and thereafter — Total $ 1,896 |
Schedule of Weighted Average IBR and Remaining Lease Term | The IBR and the remaining lease terms of our facilities and their weighted average IBR and remaining terms are as follows as of December 31, 2023: Lease Locations IBR Remaining Terms Redwood City, CA (1000 Bridge Parkway) 6.90 % 6.20 Redwood City, CA (1200 Bridge Parkway) 6.80 % 1.50 Boston, MA 9.30 % 2.60 Weighted Average 7.10 % 5.70 |
Summary of Lease Costs and Other Information | The following table presents the operating lease cost and information related to the operating lease right-of-use assets, net and operating lease liabilities for the year ended December 31, 2023 (in thousands): Twelve Months Ended December 31, 2023 2022 Lease Cost Operating lease cost $ 4,510 $ 4,508 Short-term lease cost 195 133 Sublease income ( 714 ) ( 704 ) Total lease cost $ 3,991 $ 3,937 Other Information Operating cash flows used for lease liabilities $ ( 99 ) $ 2,264 Weighted-average remaining lease term - operating leases 5.7 6.5 Weighted-average discount rate - operating leases 7.1 % 7.1 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Number of Shares of Common Stock Reserved for Future Issuance | The Company has the following shares of common stock reserved for future issuance: December 31, December 31, Stock options and restricted stock units available for future grant 2,473,485 2,871,705 Stock options issued and outstanding 9,383,105 6,203,020 Unvested restricted stock units 454,200 197,580 Total common stock reserved 12,310,790 9,272,305 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-Based Compensation Expense | The following table presents stock-based compensation expense as reflected in the Company's consolidated statements of operations (in thousands): Year Ended December 31, 2023 2022 Research and development $ 9,143 $ 7,225 General and administrative 11,116 9,901 Total stock-based compensation $ 20,259 $ 17,126 The following table presents stock-based compensation expense by type of award (in thousands): Year Ended December 31, 2023 2022 Stock options $ 18,060 $ 14,054 Restricted stock units (including performance-based RSUs) 2,023 2,878 Employee Stock Purchase Plan 176 194 Total $ 20,259 $ 17,126 |
Summary of Stock Option Activity | A summary of stock option activity for the year ended December 31, 2023 is set forth below (in thousands, except share and per share data): Number of Weighted Weighted- Aggregate Outstanding, December 31, 2022 6,203,020 $ 14.44 8.4 $ 780 Options granted 4,293,442 $ 5.36 Options exercised ( 946 ) $ 4.76 Options forfeited or cancelled ( 1,112,411 ) $ 10.59 Outstanding, December 31, 2023 9,383,105 $ 10.64 8.2 $ 45 Options exercisable, December 31, 2023 3,984,821 $ 13.65 7.4 $ 6 Vested and expected to vest, December 31, 2023 9,383,105 $ 10.64 8.2 $ 45 |
Schedule of Assumptions to Estimate Fair Value of Stock Options Using Black-Scholes Option Pricing Model | The assumptions used in the Black Scholes Model to calculate stock-based compensation are as follows: Year Ended December 31, 2023 2022 Fair value of common stock $ 1.32 - $ 9.15 $ 8.94 - $ 19.97 Expected term (years) 5.5 - 6.1 years 5.5 - 6.1 years Volatility 83.25 % - 92.87 % 77.4 % - 81.7 % Risk free rates 3.5 % - 4.86 % 1.6 % - 4.22 % Dividend rate 0.0 % 0.0 % |
Summary of Restricted Stock Unit Activity | The summary of RSU activity and related information for the year ended December 31, 2023 is set forth below: Number of Units Outstanding Weighted Average Outstanding, December 31, 2022 197,580 $ 7.80 RSUs granted 513,700 $ 7.47 RSUs vested ( 194,455 ) $ 7.43 RSUs forfeited ( 62,625 ) $ 7.07 Outstanding, December 31, 2023 454,200 $ 7.69 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Year Ended December 31, 2023 2022 Net loss - basic and diluted $ ( 142,658 ) $ ( 69,790 ) Weighted-average shares used in computing net loss per share, basic and diluted 43,042,405 41,080,286 Net loss per share, basic and diluted ( 3.31 ) ( 1.70 ) |
Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share for the period presented because including them would have been antidilutive: As of December 31, 2023 2022 Options to purchase common stock 9,383,105 6,203,020 Unvested restricted stock units 454,200 197,580 Total 9,837,305 6,400,600 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision for (Benefit from) Income Taxes | The components of the provision for (benefit from) income taxes are as follows (in thousands): December 31, 2023 2022 Current: Federal $ — $ — State — — Foreign — — Total current — — Deferred: Federal — — State — — Foreign — — Total deferred — — Provision for (benefit from) income taxes $ — $ — |
Schedule of (Provision for) Benefit from Income Taxes Differs from Federal Statutory Rate to the Loss Before Taxes | For the rate table below the (provision for) benefit from income taxes differ from the amount expected by applying the federal statutory rate to the loss before taxes as follows: Year Ended December 31, 2023 2022 Federal statutory income tax rate 21.0 % 21.0 % Tax credits — ( 2.5 )% State income taxes ( 8.3 )% 8.5 % Change in valuation allowance ( 7.0 )% ( 23.2 )% 162m limitation — ( 1.5 )% Stock-based compensation ( 2.7 )% ( 2.3 )% Goodwill Impairment ( 2.9 )% — Other permanent differences ( 0.1 )% ( 0.2 )% Provision for income taxes ( 0.0 )% ( 0.0 )% |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences and carryforwards of the deferred tax assets are presented below (in thousands): December 31, 2023 2022 Deferred Tax Assets: Net operating loss carryforwards $ 65,601 $ 68,499 Operating lease right-of-use asset liability 4,414 5,641 Deferred revenue — — Stock-based compensation 2,285 1,846 Intangible assets 704 1,060 Fixed assets 768 574 Accruals and reserves 1,074 1,480 Sec 174 Capitalized R&D 27,871 15,803 Research and development credit carryforwards 26 Tax credits 28 Gross deferred tax assets 102,745 94,928 Less: Valuation allowance ( 99,069 ) ( 89,490 ) Deferred tax assets, net of valuation allowance 3,676 5,439 Deferred tax liabilities: Fixed assets — — Basis Difference IPR&D — — Operating lease right-of-use asset ( 3,676 ) ( 5,439 ) Net deferred tax assets $ — $ — |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending unrecognized tax benefit amount is as follows (in thousands): Year Ended December 31, 2023 2022 Balance at the beginning of the year $ 9,759 $ 4,040 Adjustment based on tax positions related to prior year 5 ( 2 ) Adjustment based on tax positions related to current year 8,698 5,721 Balance at the end of the year $ 18,462 $ 9,759 |
Organization and Nature of the
Organization and Nature of the Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2022 | Mar. 12, 2021 | Jan. 31, 2024 | Nov. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Equity Method Investments [Line Items] | ||||||
Accumulated deficit | $ 380,772 | $ 238,114 | ||||
Proceeds from issuance of common stock pursuant to at-the-market offering, net of issuance costs | 0 | $ 43,360 | ||||
aggregate net proceed | 19,300 | |||||
Public Offering Underwritten | $ 91,800 | |||||
Common stock, shares outstanding | 43,270,386 | 42,954,820 | ||||
Sales Agreement [Member] | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Proceeds from issuance of common stock pursuant to at-the-market offering, net of issuance costs | $ 100,000 | |||||
Aggregate number of shares sold | 2,611,723 | |||||
Sale of Stock, Price Per Share | $ 17.23 | |||||
Sales agent commissions and expenses | $ 43,400 | |||||
Common Stock not sold | 30,000 | |||||
Additional Common Stock not sold | $ 70,000 | |||||
ATM Program [Member] | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Number of common stock shares sold | 0 | |||||
Subsequent Event | ATM Program [Member] | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Proceeds from issuance of common stock pursuant to at-the-market offering, net of issuance costs | $ 19,300 | |||||
Maximum [Member] | Sales Agreement [Member] | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Proceeds from issuance of common stock pursuant to at-the-market offering, net of issuance costs | $ 75,000 | |||||
Adicet Therapeutics [Member] | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Accumulated deficit | $ (380,800) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) Customer Segment | Dec. 31, 2022 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Impairment charges | $ 0 | $ 0 |
Number of customer | Customer | 1 | |
Customers percentage of total revenue | 100% | 100% |
Number of Reportable Segments | Segment | 1 | |
Accrued research and development | $ 0 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||
Goodwill | $ 0 | $ 19,462 |
Business Combination - Schedule
Business Combination - Schedule of Summarizes the Allocation of the Purchase Price to the Net Tangible and Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Net assets acquired: | ||
Goodwill | $ 0 | $ 19,462 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | $ 115,143 | $ 75,701 | |
Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | [1],[2] | 75,701 | |
Treasury Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | [1],[3] | 115,143 | |
Fair Value Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | 115,143 | 75,701 | |
Fair Value Level 1 | Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | [1],[2] | 75,701 | |
Fair Value Level 1 | Treasury Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | [1],[3] | 115,143 | |
Fair Value Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | 0 | 0 | |
Fair Value Level 2 | Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | [1],[2] | 0 | |
Fair Value Level 2 | Treasury Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | [1],[3] | 0 | |
Fair Value Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | 0 | 0 | |
Fair Value Level 3 | Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | [1],[2] | $ 0 | |
Fair Value Level 3 | Treasury Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total fair value of assets | [1],[3] | $ 0 | |
[1] Included in cash and cash equivalents in the consolidated balance sheets. Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Treasury securities are included within Level 1 of the fair value hierarchy because they are actively traded and valued using quoted market prices. |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance | $ 1,014 | $ 1,251 |
Prepaid software subscription and licensing fees | 582 | 529 |
Prepaid maintenance | 373 | 295 |
Prepayments to CROs and CDMOs | 53 | 492 |
Prepaid professional services | 82 | 44 |
Interest receivable | 0 | 435 |
Other prepaid expenses and current assets | 457 | 336 |
Total prepaid expenses and other current assets | $ 2,561 | $ 3,382 |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 41,624 | $ 37,463 |
Less: Accumulated depreciation and amortization | (14,847) | (8,753) |
Property and equipment, net | $ 26,777 | 28,710 |
Lesser of useful life or lease term | Property and equipment, net | |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 13,165 | 7,503 |
Useful life (in years) | 3 years | |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 26,643 | 19,959 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 951 | 184 |
Useful life (in years) | 3 years | |
Construction In Progress | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 265 | 9,292 |
Useful life (in years) | ||
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 189 | 172 |
Useful life (in years) | 3 years | |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 411 | $ 353 |
Useful life (in years) | 3 years |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement [Table] | ||
Depreciation and amortization expense | $ 6,098 | $ 2,575 |
Loss on disposition of fixed assets | 4 | $ (55) |
Equipment [Member] | ||
Statement [Table] | ||
Construction in progress remaining | 300 | |
Construction in Progress [Member] | ||
Statement [Table] | ||
Decrease in construction in progress | $ 9,000 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities - Summary of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 6,514 | $ 5,703 |
Accrued CDMO costs | 5,679 | 4,390 |
Accrued professional services | 625 | 1,356 |
Accrued research and development expenses | 354 | 674 |
Accrued CRO costs | 257 | 657 |
Accrued other liabilities | 12 | 31 |
Total | $ 13,441 | $ 12,811 |
Term Loan - Additional Informat
Term Loan - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | May 30, 2023 | Mar. 13, 2023 | Apr. 28, 2020 |
Class Of Warrant Or Right [Line Items] | ||||
Available under the Loan Agreement | $ 12.7 | |||
Pacific western bank | ||||
Class Of Warrant Or Right [Line Items] | ||||
Total loan accounts outside | $ 2.5 | |||
Banc of California | ||||
Class Of Warrant Or Right [Line Items] | ||||
Term loan to finance leasehold improvements | $ 5.5 | |||
Demand Deposit Accounts | 35 | |||
Term Loan cash maintain | $ 35 | |||
Combined balances in demand deposit accounts | $ 200 | |||
Maximum [Member] | Banc of California | ||||
Class Of Warrant Or Right [Line Items] | ||||
Term loan to finance leasehold improvements | 15 | |||
Minimum [Member] | Banc of California | ||||
Class Of Warrant Or Right [Line Items] | ||||
Term loan to finance leasehold improvements | $ 1 |
Third Party Agreements - Additi
Third Party Agreements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Research and development in process 1 | $ 1,000 | ||
License agreement termination description | twelve (12) years | ||
Payment from Regeneron for exercise of its option to license exclusive rights | $ 4 | $ 1,315 | |
Regeneron Pharmaceuticals, Inc. | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Non refundable upfront payment received | 25,000 | ||
Additional payment for research funding received | 20,000 | ||
Exercise Fee Paid | $ 20,000 | 20,000 | |
Revenue recognized | 5,000 | ||
Licence agreement additional revenue recognised | 25,000 | ||
Regeneron Pharmaceuticals, Inc. | Maximum [Member] | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Licence agreement additional amount payable of option exercise fees | $ 80,000 |
Third Party Agreements - Summar
Third Party Agreements - Summary of Change in Company's Contract Liabilities (Details) - Contract Liability - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Balance at beginning of period | $ 0 | $ 4,805 | |
Additions (Deductions) | 0 | (4,805) | [1] |
Balance at end of period | $ 0 | $ 0 | |
[1] Deductions to contract liabilities relate to deferred revenue recognized as revenue during the reporting period |
License, Funding and Other Agre
License, Funding and Other Agreements - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Research And Development Arrangement Contract To Perform For Others [Line Items] | |
License agreement termination description | twelve (12) years |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) $ in Thousands | 12 Months Ended | ||||
Jan. 09, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 01, 2023 USD ($) | Jul. 19, 2021 ft² | |
Long Term Purchase Commitment [Line Items] | |||||
Area of Sublease | ft² | 9,501 | ||||
Total operating lease liability | $ 20,924 | ||||
Sublease income | 714 | $ 704 | |||
Lease payments | 1,700 | ||||
Operating lease right-of-use asset | 17,424 | 20,269 | |||
Operating lease liability | 20,924 | ||||
Operating lease right-of-use asset | 17,424 | 20,269 | |||
Topic 842 | |||||
Long Term Purchase Commitment [Line Items] | |||||
Lease payments | 4,000 | $ 3,900 | |||
Westport Office Park, LLC | |||||
Long Term Purchase Commitment [Line Items] | |||||
Tenant improvements | $ 3,000 | ||||
Interest rate | 8% | ||||
Letters of Credit issued amount | $ 2,100 | ||||
Redwood City Lease Agreement [Member] | |||||
Long Term Purchase Commitment [Line Items] | |||||
Letters of Credit issued amount | 2,100 | ||||
Boston, Massachusetts [Member] | |||||
Long Term Purchase Commitment [Line Items] | |||||
Letters of Credit issued amount | $ 200 |
Commitments And Contingencies -
Commitments And Contingencies - Schedule of Sublease Income (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 722 |
2025 | 736 |
2026 | 438 |
Total | $ 1,896 |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule Of Future Minimum Rental Payments For Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 5,015 | |
2025 | 4,662 | |
2026 | 4,009 | |
2027 and thereafter | 12,090 | |
Total undiscounted lease payments | 25,776 | |
Less: imputed interest | 4,852 | |
Total operating lease liability | 20,924 | |
Less: current portion | 3,221 | $ 2,492 |
Operating lease liability, net of current maturities | $ 17,703 | $ 18,531 |
Commitment and Contingencies _3
Commitment and Contingencies - Schedule of Weighted Average IBR and Remaining Lease Term (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Long Term Purchase Commitment [Line Items] | ||
Weighted Average IBR | 7.10% | 7.10% |
Remaining Terms (in years) | 5 years 8 months 12 days | 6 years 6 months |
Redwood City, CA (1000 Bridge Parkway) | ||
Long Term Purchase Commitment [Line Items] | ||
Weighted Average IBR | 6.90% | |
Remaining Terms (in years) | 6 years 2 months 12 days | |
Redwood City, CA (1200 Bridge Parkway) | ||
Long Term Purchase Commitment [Line Items] | ||
Weighted Average IBR | 6.80% | |
Remaining Terms (in years) | 1 year 6 months | |
Boston, MA | ||
Long Term Purchase Commitment [Line Items] | ||
Weighted Average IBR | 9.30% | |
Remaining Terms (in years) | 2 years 7 months 6 days |
Commitment and Contingencies _4
Commitment and Contingencies - Summary of Lease Costs and Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease Cost | ||
Operating lease cost | $ 4,510 | $ 4,508 |
Short-term lease cost | 195 | 133 |
Sublease Income | (714) | (704) |
Total lease cost | 3,991 | 3,937 |
Other Information | ||
Operating cash flows used for lease payments | 1,700 | |
Operating cash flows used for lease liabilities | $ (99) | $ 2,264 |
Weighted-average remaining lease term - operating leases | 5 years 8 months 12 days | 6 years 6 months |
Operating Lease, Weighted Average Discount Rate, Percent | 7.10% | 7.10% |
Operating lease right of use asset obtained in exchange of operating lease liability | $ 0 | $ 2,329 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | ||
Common stock shares issued, par value | $ 0.0001 | $ 0.0001 | ||
Dividends Payable | $ 0 | |||
Common stock dividends declared | $ / shares | $ 0 | $ 0 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Number of Shares of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class Of Stock [Line Items] | ||
Number of shares of common stock reserved for future issuance | 12,310,790 | 9,272,305 |
Stock options issued and outstanding | ||
Class Of Stock [Line Items] | ||
Number of shares of common stock reserved for future issuance | 9,383,105 | 6,203,020 |
Stock options and restricted stock units available for future grant | ||
Class Of Stock [Line Items] | ||
Number of shares of common stock reserved for future issuance | 2,473,485 | 2,871,705 |
Unvested restricted stock units | ||
Class Of Stock [Line Items] | ||
Number of shares of common stock reserved for future issuance | 454,200 | 197,580 |
At-The-Market (ATM) Offering -
At-The-Market (ATM) Offering - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Class Of Stock [Line Items] | |||
Common Stock, Shares, Issued | 43,270,386 | 42,954,820 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common stock issued | $ 4 | $ 4 | |
Additional paid-in capital | $ 550,943 | $ 530,448 | |
Sales Agreement [Member] | |||
Class Of Stock [Line Items] | |||
Sales agent commissions and expenses | $ 43,400 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 20,259 | $ 17,126 |
Research And Development Expenses | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 9,143 | 7,225 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 11,116 | 9,901 |
Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 18,060 | 14,054 |
Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 176 | 194 |
Performance Shares [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 2,023 | $ 2,878 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Aug. 08, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Aggregate intrinsic value of options exercised | $ 1,000 | |||
RSUs granted (includes PSUs) | 4,293,442 | |||
Total stock-based compensation expense | $ 20,259 | 17,126 | ||
RSUs granted | 4,293,442 | |||
Options Issued and Outstanding | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total fair value of options vested | $ 17,900 | $ 13,400 | ||
Weighted-Average Grant Date Fair Value,Vested | $ 3.94 | $ 10.07 | ||
Unrecognized compensation expense | $ 31,700 | $ 31,700 | ||
Unrecognized compensation expense, estimated weighted-average period for recognition | 2 years 3 months 18 days | |||
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-Average Grant Date Fair Value,Vested | $ 7.43 | |||
Unrecognized compensation expense | $ 2,400 | $ 2,400 | ||
Unrecognized compensation expense, estimated weighted-average period for recognition | 2 years 1 month 6 days | |||
RSUs granted (includes PSUs) | 513,700 | 0 | ||
RSUs Vested | 194,455 | |||
RSUs granted | 513,700 | 0 | ||
weighted-average grant date fair value | $ 7.69 | $ 7.69 | $ 7.8 | |
Share Based Compensation Arrangement By Share Based Payment Award Number Of Shares Available For Grant Shares Granted | $ 2.14 | |||
Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Aggregate intrinsic value of options exercised | $ 100 | |||
2015 Stock Incentive Plan Member | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Shares Available for Grant, Options granted | (6,431,910) | |||
Inducement Grant [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares reserved for issuance | 1,418,042 | 1,418,042 | ||
Black Scholes Option Pricing Model [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-Based Payment Arrangement, Plan Modification, Incremental Cost | $ 4,600 | |||
Share-Based Payment Arrangement, Incremental Cost, Amount Recognized Over The Remaining Vesting Period Of Repriced Options | $ 1,300 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | ||
Number of Shares Underlying Outstanding Options, Beginning balance | 6,203,020 | |
RSUs granted | 4,293,442 | |
Number of Shares Underlying Outstanding Options, Options exercised | (946) | |
Number of Shares Underlying Outstanding Options, Options forfeited or cancelled | (1,112,411) | |
Number of Shares Underlying Outstanding Options, Ending balance | 9,383,105 | 6,203,020 |
Number of Shares Underlying Outstanding Options, Shares exercisable | 3,984,821 | |
Number of Shares Underlying Outstanding Options, Vested and expected to vest | 9,383,105 | |
Weighted-Average Exercise Price, Outstanding beginning | $ 14.44 | |
Weighted-Average Exercise Price, Options granted | 5.36 | |
Weighted-Average Exercise Price, Options exercised | 4.76 | |
Weighted-Average Exercise Price, Options forfeited or cancelled | 10.59 | |
Weighted-Average Exercise Price, Outstanding ending | 10.64 | $ 14.44 |
Weighted-Average Exercise Price, Shares exercisable | 13.65 | |
Weighted-Average Exercise Price, Vested and expected to vest | $ 10.64 | |
Weighted-Average Remaining Contract Term, Outstanding | 8 years 2 months 12 days | 8 years 4 months 24 days |
Weighted-Average Remaining Contract Term, Shares exercisable | 7 years 4 months 24 days | |
Weighted-Average Remaining Contract Term, Vested and expected to vest | 8 years 2 months 12 days | |
Aggregate Intrinsic Value, Outstanding | $ 45 | $ 780 |
Aggregate Intrinsic Value, Shares exercisable | 6 | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 45 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions to Estimate Fair Value of Stock Options Using Black-Scholes Option Pricing Model (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility, minimum | 83.25% | 77.40% |
Expected volatility, maximum | 92.87% | 81.70% |
Risk-free interest rate, minimum | 3.50% | 1.60% |
Risk-free interest rate, maximum | 4.86% | 4.22% |
Dividend yield | 0% | 0% |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of common stock | $ 1.32 | $ 8.94 |
Expected term (in years) | 5 years 6 months | 5 years 6 months |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of common stock | $ 9.15 | $ 19.97 |
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Beginning Balance | shares | 197,580 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | shares | 454,200 |
RSUs granted | shares | 513,700 |
RSUs Vested | shares | (194,455) |
RSUs forfeited | shares | (62,625) |
Weighted- Average Grant Date Fair Value, beginning balance | $ / shares | $ 7.8 |
Weighted-Average Grant Date Fair Value,Granted | $ / shares | 7.47 |
Weighted-Average Grant Date Fair Value,Vested | $ / shares | 7.43 |
Weighted Average Grant Date Fair Value, RSUs forfeited | $ / shares | 7.07 |
Weighted- Average Grant Date Fair Value, ending balance | $ / shares | $ 7.69 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders | $ (142,658) | $ (69,790) |
Weighted-average shares used in computing net loss per share, basic | 43,042,405 | 41,080,286 |
Weighted-average shares used in computing net loss per share, diluted | 43,042,405 | 41,080,286 |
Net loss per share attributable to common stockholders, basic | $ (3.31) | $ (1.7) |
Net loss per share attributable to common stockholders, diluted | $ (3.31) | $ (1.7) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 9,837,305 | 6,400,600 |
Stock options issued and outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 9,383,105 | 6,203,020 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 454,200 | 197,580 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes Disclosure [Line Items] | |||
Income tax provision | $ 0 | $ 0 | |
Increase in valuation allowance | 9,600 | 16,300 | |
Net operating loss carryforwards | $ 65,601 | 68,499 | |
Ownership change plan description | In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. | ||
Unrecognized tax benefits | $ 18,462 | 9,759 | $ 4,040 |
Intellectual Property | |||
Income Taxes Disclosure [Line Items] | |||
Unrecognized tax benefits | 800 | ||
California Research And Development | |||
Income Taxes Disclosure [Line Items] | |||
Tax credit carryforward, amount | 6,400 | ||
Federal and state research and development [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Tax credit carryforward, amount | 11,300 | ||
Unrecognized tax benefits | 17,700 | ||
Domestic Tax Authority | |||
Income Taxes Disclosure [Line Items] | |||
Operating loss carryforwards | $ 294,800 | ||
Operating loss carryforwards, expiration date | Dec. 31, 2037 | ||
Net operating loss carryforwards | $ 7,500 | ||
Operating loss carryforwards indefinitely | 287,300 | ||
State | |||
Income Taxes Disclosure [Line Items] | |||
Operating loss carryforwards | $ 12,100 | ||
Operating loss carryforwards, expiration date | Dec. 31, 2035 | ||
Foreign Tax Authority | |||
Income Taxes Disclosure [Line Items] | |||
Operating loss carryforwards | $ 16,100 | ||
COVID-19 | |||
Income Taxes Disclosure [Line Items] | |||
Income tax provision | $ 0 | $ 0 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision for (benefit from) Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total current | 0 | 0 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total deferred | 0 | 0 |
Provision for (benefit from) income taxes | $ 0 | $ 0 |
Income Taxes - Schedule of (Pro
Income Taxes - Schedule of (Provision for) Benefit from Income Taxes Differs from Federal Statutory Rate to the Loss Before Taxes (Detail) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate, percent | 21% | 21% |
Tax credits | 0% | (2.50%) |
State income taxes | (8.30%) | 8.50% |
Change in valuation allowance | (7.00%) | (23.20%) |
162m limitation | 0% | (1.50%) |
Stock-based compensation | (2.70%) | (2.30%) |
Goodwill Impairment | (2.90%) | 0% |
Other permanent differences | (0.10%) | (0.20%) |
Provision for income taxes | (0.00%) | (0.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 65,601 | $ 68,499 |
Operating lease right-of-use asset liability | 4,414 | 5,641 |
Deferred revenue | 0 | 0 |
Stock-based compensation | 2,285 | 1,846 |
Intangible assets | 704 | 1,060 |
Fixed Assets | 768 | 574 |
Accruals and reserves | 1,074 | 1,480 |
Sec 174 Capitalized R&D | 27,871 | 15,803 |
Research and development credit carryforwards | 26 | |
Tax credits | 28 | |
Gross deferred tax assets | 102,745 | 94,928 |
Less: Valuation allowance | (99,069) | (89,490) |
Deferred tax assets, net of valuation allowance | 3,676 | 5,439 |
Deferred tax liabilities: | ||
Fixed assets | 0 | 0 |
Basis Difference IPR&D | 0 | 0 |
Operating lease right-of-use asset | (3,676) | (5,439) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Balance at the beginning of the year | $ 9,759 | $ 4,040 |
Adjustment based on tax positions related to prior years | 5 | |
Adjustment based on tax positions related to prior years | (2) | |
Adjustment based on tax positions related to current year | 8,698 | 5,721 |
Balance at the end of the year | $ 18,462 | $ 9,759 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Common stock, shares issued | 43,270,386 | 42,954,820 |
Preferred Stock, Shares Issued | 0 | 0 |
Regeneron Pharmaceuticals, Inc. | ||
Related Party Transaction [Line Items] | ||
Common stock, shares issued | 883,568 | |
Revenue from related party | $ 0 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Company contribution in the plan | $ 1.2 | $ 0.8 |
Goodwill (Additional Informatio
Goodwill (Additional Information) (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill Impairement charges | $ 19.5 | $ 0 | $ 0 |
Stock price declined | 44% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||||
Jan. 23, 2024 | Jan. 31, 2024 | Jan. 22, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||
Issuance of common stock | 43,270,386 | 42,954,820 | |||
Common stock price per share | $ 0.0001 | $ 0.0001 | |||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Estimated offering expenses | $ 91.8 | ||||
Subsequent Event | Jefferies LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares Issued, Price Per Share | $ 2.256 | ||||
Subsequent Event | ATM Program [Member] | |||||
Subsequent Event [Line Items] | |||||
Aggregate net proceeds | $ 19.3 | ||||
Subsequent Event | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of common stock | 5,325,000 | ||||
Subsequent Event | Common Stock [Member] | Jefferies LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Exercise price | $ 2.4 | ||||
Warrants outstanding | 8,445,333 | ||||
Issuance of common stock | 27,054,667 | ||||
Common stock price per share | $ 0.0001 | ||||
Subsequent Event | Common Stock [Member] | ATM Program [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of common stock | 6,350,000 | ||||
Common stock price per share | $ 3.13 | ||||
Subsequent Event | Pre Funded Warrant [Member] | Jefferies LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Underwriting Commitments | 30 | ||||
Discount On Underwriters Warrant | 6% | ||||
Shares Issued, Price Per Share | $ 2.2559 | ||||
Exercise price | 2.3999 | ||||
Subsequent Event | Pre Funded Warrant [Member] | Jefferies LLC [Member] | Initial Public Offering | |||||
Subsequent Event [Line Items] | |||||
Exercise price | $ 0.0001 |