Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 02, 2021 | |
Cover [Abstract] | ||
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $0.0001 Par Value | |
City Area Code | 617 | |
Entity Address, Address Line One | 100 Binney Street | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-38811 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity Registrant Name | TCR2 Therapeutics Inc. | |
Entity Central Index Key | 0001750019 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 38,220,444 | |
Entity Tax Identification Number | 47-4152751 | |
Entity Address, Address Line Two | Suite 710 | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02142 | |
Local Phone Number | 949-5200 | |
Trading Symbol | TCRR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 262,497 | $ 94,155 |
Investments | 33,244 | 133,831 |
Prepaid expenses and other current assets | 7,478 | 7,552 |
Total current assets | 303,219 | 235,538 |
Property and equipment, net | 12,252 | 10,013 |
Right-of-use assets, operating leases | 29,432 | 0 |
Restricted cash | 1,155 | 583 |
Other assets, non-current | 666 | 61 |
Total assets | 346,724 | 246,195 |
Liabilities and stockholders’ equity | ||
Accounts payable | 4,384 | 2,448 |
Accrued expenses and other current liabilities | 8,654 | 6,392 |
Operating lease liabilities | 3,482 | 0 |
Total current liabilities | 16,520 | 8,840 |
Operating lease liabilities, non-current | 23,635 | 0 |
Other liabilities | 299 | 807 |
Total liabilities | 40,454 | 9,647 |
Stockholders’ equity | ||
Common stock, $0.0001 par value; 150,000,000 shares authorized; 38,181,331 and 33,516,795 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively. | 4 | 3 |
Additional paid-in capital | 628,064 | 486,197 |
Accumulated other comprehensive income | (15) | 63 |
Accumulated deficit | (321,783) | (249,715) |
Total stockholders’ equity | 306,270 | 236,548 |
Total liabilities and stockholders’ equity | $ 346,724 | $ 246,195 |
Unaudited Consolidated Balanc_2
Unaudited Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (shares) | 38,220,444 | 33,516,795 |
Common stock, shares outstanding (shares) | 38,220,444 | 33,516,795 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses | ||||
Research and development | $ 20,277 | $ 12,820 | $ 54,828 | $ 37,682 |
General and administrative | 5,963 | 4,371 | 17,297 | 12,451 |
Total operating expenses | 26,240 | 17,191 | 72,125 | 50,133 |
Loss from operations | (26,240) | (17,191) | (72,125) | (50,133) |
Interest income, net | 38 | 300 | 186 | 1,546 |
Loss before income tax expense | (26,202) | (16,891) | (71,939) | (48,587) |
Income tax expense | 42 | 31 | 129 | 86 |
Net loss | $ (26,244) | $ (16,922) | $ (72,068) | $ (48,673) |
Per share information | ||||
Net loss per share of common stock, basic and diluted | $ (0.69) | $ (0.56) | $ (1.91) | $ (1.86) |
Weighted average shares outstanding, basic and diluted | 38,197,929 | 30,340,355 | 37,816,345 | 26,158,040 |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (26,244) | $ (16,922) | $ (72,068) | $ (48,673) |
Unrealized gain (loss) on investments, net | 4 | (211) | (78) | 49 |
Comprehensive loss | $ (26,240) | $ (17,133) | $ (72,146) | $ (48,624) |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2019 | $ 160,449 | $ 2 | $ 342,896 | $ (182,591) | $ 142 |
Beginning balance (shares) at Dec. 31, 2019 | 23,981,109 | ||||
Reclassification of shares issued and previously subject to repurchase | 13 | ||||
Reclassification of shares issued and previously subject to repurchase (shares) | 17,456 | ||||
Exercise of stock options | 185 | 185 | |||
Exercise of stock options (shares) | 57,904 | ||||
Stock-based compensation expense | 2,055 | 2,055 | |||
Unrealized gain (loss) on investments, net | (604) | (604) | |||
Net loss | (15,506) | (15,506) | |||
Ending balance at Mar. 31, 2020 | 146,592 | $ 2 | 345,149 | (198,097) | (462) |
Ending balance (shares) at Mar. 31, 2020 | 24,056,469 | ||||
Beginning balance at Dec. 31, 2019 | $ 160,449 | $ 2 | 342,896 | (182,591) | 142 |
Beginning balance (shares) at Dec. 31, 2019 | 23,981,109 | ||||
Exercise of stock options (shares) | 122,869 | ||||
Unrealized gain (loss) on investments, net | $ 49 | ||||
Net loss | (48,673) | ||||
Ending balance at Sep. 30, 2020 | 252,363 | $ 3 | 483,433 | (231,264) | 191 |
Ending balance (shares) at Sep. 30, 2020 | 33,380,211 | ||||
Beginning balance at Mar. 31, 2020 | 146,592 | $ 2 | 345,149 | (198,097) | (462) |
Beginning balance (shares) at Mar. 31, 2020 | 24,056,469 | ||||
Reclassification of shares issued and previously subject to repurchase | 13 | 13 | |||
Reclassification of shares issued and previously subject to repurchase (shares) | 17,456 | ||||
Exercise of stock options | 125 | 125 | |||
Exercise of stock options (shares) | 30,670 | ||||
Stock-based compensation expense | 2,064 | 2,064 | |||
Unrealized gain (loss) on investments, net | 864 | 864 | |||
Net loss | (16,245) | (16,245) | |||
Ending balance at Jun. 30, 2020 | 133,413 | $ 2 | 347,351 | (214,342) | 402 |
Ending balance (shares) at Jun. 30, 2020 | 24,104,595 | ||||
Issuance of common stock, net of issuance costs | 133,571 | $ 1 | 133,570 | ||
Issuance of common stock, net of issuance costs (shares) | 9,200,000 | ||||
Reclassification of shares issued and previously subject to repurchase | 13 | 13 | |||
Reclassification of shares issued and previously subject to repurchase (shares) | 17,457 | ||||
Exercise of stock options | 432 | 432 | |||
Exercise of stock options (shares) | 58,159 | ||||
Stock-based compensation expense | 2,067 | 2,067 | |||
Unrealized gain (loss) on investments, net | (211) | (211) | |||
Net loss | (16,922) | (16,922) | |||
Ending balance at Sep. 30, 2020 | 252,363 | $ 3 | 483,433 | (231,264) | 191 |
Ending balance (shares) at Sep. 30, 2020 | 33,380,211 | ||||
Beginning balance at Dec. 31, 2020 | $ 236,548 | $ 3 | 486,197 | (249,715) | 63 |
Beginning balance (shares) at Dec. 31, 2020 | 33,516,795 | 33,516,795 | |||
Issuance of common stock, net of issuance costs | $ 131,330 | $ 1 | 131,329 | ||
Issuance of common stock, net of issuance costs (shares) | 4,590,164 | ||||
Exercise of stock options | 376 | 376 | |||
Exercise of stock options (shares) | 52,243 | ||||
Stock-based compensation expense | 3,120 | 3,120 | |||
Unrealized gain (loss) on investments, net | (107) | 0 | (107) | ||
Net loss | (21,512) | (21,512) | |||
Ending balance at Mar. 31, 2021 | 349,755 | $ 4 | 621,022 | (271,227) | (44) |
Ending balance (shares) at Mar. 31, 2021 | 38,159,202 | ||||
Beginning balance at Dec. 31, 2020 | $ 236,548 | $ 3 | 486,197 | (249,715) | 63 |
Beginning balance (shares) at Dec. 31, 2020 | 33,516,795 | 33,516,795 | |||
Issuance of common stock, net of issuance costs (shares) | 0 | ||||
Exercise of stock options (shares) | 95,596 | ||||
Unrealized gain (loss) on investments, net | $ (78) | ||||
Net loss | (72,068) | ||||
Ending balance at Sep. 30, 2021 | $ 306,270 | $ 4 | 628,064 | (321,783) | (15) |
Ending balance (shares) at Sep. 30, 2021 | 38,220,444 | 38,220,444 | |||
Beginning balance at Mar. 31, 2021 | $ 349,755 | $ 4 | 621,022 | (271,227) | (44) |
Beginning balance (shares) at Mar. 31, 2021 | 38,159,202 | ||||
Exercise of stock options | 204 | 204 | |||
Exercise of stock options (shares) | 22,129 | ||||
Stock-based compensation expense | 3,219 | 3,219 | |||
Unrealized gain (loss) on investments, net | 25 | 25 | |||
Net loss | (24,312) | (24,312) | |||
Ending balance at Jun. 30, 2021 | 328,891 | $ 4 | 624,445 | (295,539) | (19) |
Ending balance (shares) at Jun. 30, 2021 | 38,181,331 | ||||
Exercise of stock options | 433 | 433 | |||
Exercise of stock options (shares) | 39,113 | ||||
Stock-based compensation expense | 3,186 | 3,186 | |||
Unrealized gain (loss) on investments, net | 4 | 4 | |||
Net loss | (26,244) | (26,244) | |||
Ending balance at Sep. 30, 2021 | $ 306,270 | $ 4 | $ 628,064 | $ (321,783) | $ (15) |
Ending balance (shares) at Sep. 30, 2021 | 38,220,444 | 38,220,444 |
Unaudited Consolidated Statem_4
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | ||
Net loss | $ (72,068) | $ (48,673) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 1,976 | 1,114 |
Stock-based compensation expense | 9,525 | 6,186 |
Amortization (accretion) on investments | 626 | (574) |
Deferred tax liabilities | 105 | 86 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (41) | (1,875) |
Operating leases, net | (2,811) | 0 |
Accounts payable | 2,066 | 610 |
Accrued expenses and other liabilities | 2,299 | (114) |
Cash used in operating activities | (58,323) | (43,240) |
Investing activities | ||
Purchases of equipment | (4,352) | (2,523) |
Software development costs | (308) | 0 |
Purchases of investments | (40,732) | (162,147) |
Proceeds from sale or maturity of investments | 140,622 | 109,916 |
Cash provided by (used in) investing activities | 95,230 | (54,754) |
Financing activities | ||
Proceeds from public offering of common stock, net of issuance costs | 131,330 | 133,570 |
Proceeds from the exercise of stock options | 1,013 | 742 |
Payment of deferred offering costs | (336) | 0 |
Cash provided by financing activities | 132,007 | 134,312 |
Net change in cash, cash equivalents, and restricted cash | 168,914 | 36,318 |
Cash, cash equivalents, and restricted cash at beginning of year | 94,738 | 65,713 |
Cash, cash equivalents, and restricted cash at end of period | 263,652 | 102,031 |
Supplemental disclosure of noncash activities | ||
Property and equipment additions in accounts payable | 481 | 125 |
Right-of-use assets obtained in exchange for operating lease liabilities | 21,315 | $ 0 |
Operating cash flows used in operating leases | $ 9,171 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organizat ion and Description of Business TCR 2 Therapeutics Inc. (the Company) is a clinical-stage immunotherapy company developing the next generation of novel T cell therapies for patients suffering from cancer. The Company was incorporated under the laws of the State of Delaware on May 29, 2015 under the name TCR 2 , Inc. In November 2016, the Company changed its name to TCR 2 Therapeutics Inc. The Company’s principal operations are located in Cambridge, Massachusetts. Shelf registration statement On March 16, 2021, the Company filed an automatic shelf registration statement on Form S-3 (the Shelf), with the Securities and Exchange Commission (SEC), which covers the offering, issuance and sale of an indeterminate amount of the Company’s common stock, preferred stock, debt securities, warrants and/or units of any combination thereof. The Shelf was automatically effective when filed. As of September 30, 2021, no sales have been made under the Shelf. Equity offerings On July 31, 2020, the Company closed a public offering of its common stock pursuant to which it issued and sold 9,200,000 shares of its common stock at a price to the public of $ 15.50 per share. The aggregate net proceeds received by the Company from the offering were approximately $ 133.6 million after deducting $ 9.0 million relating to underwriting discounts and commissions and offering expenses. On January 22, 2021, the Company closed a public offering of its common stock pursuant to which it issued and sold 4,590,164 shares of its common stock at a price to the public of $ 30.50 per share. The aggregate net proceeds received by the Company from the offering were approximately $ 131.3 million after deducting $ 8.7 million relating to underwriting discounts and commissions and offering expenses. |
Liquidity
Liquidity | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Liquidity | 2. Liquidity The Company’s operations to date have focused on organization and staffing, business planning, raising capital, acquiring technology and assets, manufacturing, conducting preclinical studies and clinical activities. The Company does not have any product candidates approved for sale and has not generated any revenue from product sales. The Company’s product candidates are subject to long development cycles and the Company may be unsuccessful in its efforts to develop, obtain regulatory approval for or market its product candidates. The Company is subject to a number of risks including, but not limited to, the need to obtain adequate additional funding for the ongoing and planned clinical development of its product candidates. Because of the numerous risks and uncertainties associated with pharmaceutical products and development, the Company is unable to accurately predict the timing or amount of funds required to complete development of its product candidates, and costs could exceed the Company’s expectations for a number of reasons, including reasons beyond the Company’s control. The Company is also subject to a number of other risks including possible failure of preclinical studies or clinical trials, the need to obtain marketing approval for its product candidates, the development of new technological innovations by competitors, the need to successfully commercialize and gain market acceptance of any of the Company’s products that are approved and uncertainty around intellectual property matters. If the Company does not successfully commercialize any of its products, it will be unable to generate product revenue or achieve profitability. The Company expects to continue to generate losses for the foreseeable future. The Company expects that its cash, cash equivalents and investments as of September 30, 2021 of $ 295.7 million will be sufficient to fund its operating expenses and capital expenditure requirements through at least 12 months from the date of issuance of these unaudited consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of consolidation and basis of presentation The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and in accordance with Article 10 of Regulation S-X of the SEC, and reflect the financial position, results of operations and cash flows of the Company's business. Accordingly, they do not include all of the disclosures required by U.S. GAAP for a complete set of annual audited financial statements. All significant intercompany accounts and transactions are eliminated in consolidation. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The accompanying financial information should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K filed with the SEC on March 16, 2021 for the year ended December 31, 2020 (the 2020 Form 10-K). In the opinion of the Company's management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair statement of the results for the interim periods presented have been included. Use of estimates The preparation of the accompanying unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these unaudited consolidated financial statements include, but are not limited to, the fair value of the royalty transfer agreement obligations, and the fair value of stock-based compensation awards granted under the Company’s equity-based compensation plans. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the unaudited consolidated financial statements, actual results may materially vary from these estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Concentrations of credit risk and of manufacturing risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and investments. The Company’s cash, cash equivalents and investments are held by financial institutions in the United States. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institutions are financially sound, and accordingly, minimal credit risk exists with respect to the financial institutions. As of September 30, 2021 , the Company has manufacturing arrangements with vendors for the supply of materials for use in preclinical and clinical studies. If the Company were to experience any disruptions in the party’s ability or willingness to continue to provide manufacturing services, the Company may experience significant delays in its product development timelines and may incur substantial costs to secure alternative sources of manufacturing. Fair value of financial instruments As of September 30, 2021 and December 31, 2020 , the Company’s financial instruments consist of money market funds, U.S. Treasury securities, and corporate bonds and are included in investments. The carrying value of investments is the estimated fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Cash equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of September 30, 2021 and December 31, 2020 , cash equivalents consisted of U.S treasuries, corporate bonds, and government-backed money market funds. Investments As of September 30, 2021 , all investments were classified as available-for-sale and were carried at their estimated fair value. Unrealized gains and losses are recorded as a component of accumulated other comprehensive income (loss) until realized. The Company determines the appropriate classification of its investments in debt securities at the time of purchase and re-evaluates such determination at each balance sheet date. The Company periodically reviews its investments in debt securities for impairment and adjusts these investments to their fair value when a decline in market value is deemed to be other than temporary. If losses on these securities are considered to be other than temporary, the loss is recognized in earnings. The Company classifies its available-for-sale marketable securities as current or non-current based on each instrument’s underlying effective maturity date and for which the Company has the intent and ability to hold the investment for a period of greater than 12 months. Marketable securities with maturities of less than 12 months are classified as current and are included in investments in the consolidated balance sheets. Marketable securities with maturities greater than 12 months for which the Company has the intent and ability to hold the investment for greater than 12 months are classified as non-current and are included in investments, non-current in the consolidated balance sheets. Restricted cash Cash accounts that are restricted as to withdrawal or usage are presented as restricted cash. Restricted cash includes amounts held as a security deposit in the form of a letter of credit for the Company’s leased facilities. Assets not placed in service Assets not placed in service includes direct costs related to the acquisition of property including leasehold improvements. Such costs are not depreciated until the asset is completed and placed into service. Stock-based compensation The Company measures stock-based awards at grant-date fair value and records compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues awards with only service-based vesting conditions. The Company accounts for forfeitures as they occur. For stock-based awards granted to non-employees, compensation expense is recognized over the period during which services are rendered by such non-employees until completed. Stock-options exercised prior to vesting are subject to repurchase by the Company until vested at the lesser of the initial exercise price and the fair market value of the Company’s common stock at the time of repurchase. The proceeds from the shares subject to repurchase are classified as a liability and reclassified to equity as the shares vest. Estimating the fair value of stock options and warrants requires the input of subjective assumptions, including the expected life of the instrument and stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards and warrants. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases are classified at their commencement date, which is defined as the date on which the lessor makes the underlying asset available for use by the lessee, as either operating or finance leases based on the economic substance of the agreement. The Company recognizes lease right-of-use assets and related liabilities in its consolidated balance sheets for both operating and finance leases. Lease liabilities are measured at the lease commencement date as the present value of the future lease payments using the interest rate implicit in the lease, or the incremental borrowing rate if the rate implicit in the lease is not readily determinable. Lease right-of-use assets are measured as the lease liability plus initial direct costs and prepaid lease payments less lease incentives. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. The Company recognizes operating lease costs in operating expenses in its consolidated statements of operations, inclusive of rent escalation provisions and rent holidays, on a straight-line basis over the respective lease term. Research and development expenses Research and development costs are expensed as incurred and consist primarily of funds paid for employee wages and funds paid to third parties for the provision of services for product candidate development, clinical and preclinical development and related supply and manufacturing costs, and regulatory compliance costs. At the end of the reporting period, the Company compares payments made to third party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. Upfront milestone payments made to third parties who perform research and development services on the Company’s behalf are expensed as services are rendered. Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A reduction in the carrying value of the deferred tax assets is required when it is not more likely than not that such deferred tax assets are realizable. Net loss per share Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding during the period. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. Therefore, the weighted-average shares used to calculate both basic and diluted loss per share are the same. The following potentially dilutive securities, on an as converted basis, have been excluded from the computation of diluted weighted-average shares outstanding as of September 30, 2021 and 2020, as they would be antidilutive: As of September 30, 2021 2020 Stock options outstanding 5,495,365 4,131,932 Common stock warrants 203,676 203,676 Employee stock purchase plan 4,011 1,557 Total 5,703,052 4,337,165 Comprehensive loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources (which excludes investments from owners). The Company’s only element of other comprehensive loss is unrealized gains and losses on investments. Common stock Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Preferred stock The Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent permitted by law, to provide by resolution or resolutions for, out of the unissued shares of Undesignated Preferred Stock, the issuance of the shares of Undesignated Preferred Stock in one or more series of such stock, and by filing a certificate of designations pursuant to applicable law of the State of Delaware, to establish or change from time to time the number of shares of each such series, and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof. As of September 30, 2021 , there are no preferred shares issued. Reconciliation of cash, cash equivalents and restricted cash as presented in the statements of cash flows The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited consolidated balance sheets to the total of the same such amounts shown in the unaudited consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020. As of September 30, 2021 2020 Cash and cash equivalents $ 262,497 $ 101,614 Restricted cash 1,155 417 Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 263,652 $ 102,031 JOBS Act accounting election The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently adopted accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASC 842”), which amends a number of aspects of lease accounting and requires entities to recognize right-of-use assets and liabilities on the balance sheet. The Company adopted ASC 842 during the second quarter of 2021 effective on January 1, 2021. The Company has finalized its review of its portfolio of existing leases and current accounting policies and has concluded that the amended guidance results in the recognition of additional assets and corresponding liabilities on its balance sheets. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”), which offered a transition option to entities adopting ASC 842. Under ASU 2018-11, entities could elect to apply ASC 842 using a modified-retrospective adoption approach resulting in a cumulative effect adjustment to accumulated deficit at the beginning of the year in which the new lease standard is adopted, rather than adjustments to the earliest comparative period presented in their financial statements. The Company adopted ASC 842, Leases effective January 1, 2021 on a modified retrospective basis under which requires the recognition of lease liabilities and right-of-use assets at the adoption date but does not require retrospective adjustments of prior periods. The Company elected the optional transition approach of not adjusting its comparative period financial statements for the impacts of adoption. The Company elected the package of transition practical expedients for leases that commenced prior to January 1, 2021, allowing it not to reassess (i) whether any expired or existing contracts contain leases, (ii) the lease classification for any expired or existing leases and (iii) the initial indirect costs for any existing leases. The Company recorded, upon adoption of ASC 842 effective January 1, 2021, operating lease assets and liabilities of $ 11.3 million and $ 11.8 million, respectively, related to its real estate leases under ASC 842. The cumulative effect of applying ASC 842 on the Company’s consolidated balance sheet as of January 1, 2021 was as follows: Assets Balance as of Adjustments Balance as of Prepaid expenses and other current assets $ 7,552 $ ( 154 ) $ 7,398 Right-of-use assets, operating leases - 11,300 11,300 Total assets $ 11,146 Liabilities and Shareholders' Equity Accrued expenses and other current liabilities $ 6,392 $ ( 168 ) $ 6,224 Operating lease liabilities - 2,630 2,630 Other liabilities 807 ( 482 ) 325 Operating lease liabilities, non-current - 9,166 9,166 Total liabilities and shareholders' equity $ 11,146 Adopting ASC 842 did not result in a material impact to our statements of operations or cash flows. Please refer to Note 8, “Leases,” for further information regarding the Company’s leases as well as certain disclosures required by ASC 842. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value And Debt Securities Available For Sale [Abstract] | |
Investments and Fair Value Measurements | 4. Investments and Fair Value Measurements As of September 30, 2021, investments were comprised of the following: Amortized Unrealized Unrealized Fair Corporate bonds $ 33,259 $ - $ ( 15 ) $ 33,244 Total $ 33,259 $ - $ ( 15 ) $ 33,244 As of December 31, 2020, investments were comprised of the following: Amortized Unrealized Unrealized Fair Corporate bonds $ 34,801 $ 60 $ - $ 34,861 U.S. Treasury securities 98,967 3 - 98,970 Total $ 133,768 $ 63 $ - $ 133,831 The amortized cost and estimated fair value of marketable securities, by contractual maturity: September 30, 2021 Amortized Fair Value Due within one year or less $ 33,259 $ 33,244 December 31, 2020 Amortized Fair Value Due within one year or less $ 133,768 $ 133,831 The Company follows FASB’s accounting guidance on fair value measurements for financial assets and liabilities measured on a recurring basis. Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. Where available, fair value is based on observable market prices, or parameters derived from such prices. Where observable prices or inputs are not available, valuation models are applied. This hierarchy requires the use of observable market data when available and to minimize the use of unobservable inputs when determining fair value. These valuation techniques involve some level of management estimation and judgment. The degree of management estimation and judgment is dependent on the price transparency for the instruments, or market, and the instruments’ complexity. The guidance requires fair value measurements to be classified and disclosed in one of the following three categories: Level 1—Quoted prices (unadjusted in active markets for identical assets or liabilities) Level 2—Inputs other than quoted prices in active markets that are observable either directly or indirectly Level 3—Unobservable inputs in which there is little or no market data, which require the Company to develop its own assumptions As of September 30, 2021, the Company has classified assets measured at fair value on a recurring basis as follows: Fair Value Measurement Based on Amortized Quoted Significant Significant Cost Fair Value (Level 1) (Level 2) (Level 3) Cash equivalents (1) $ 256,956 $ 256,956 $ 256,956 $ - $ - Corporate bonds 33,259 33,244 - 33,244 - Total $ 290,215 $ 290,200 $ 256,956 $ 33,244 $ - As of December 31, 2020, the Company has classified assets measured at fair value on a recurring basis as follows: Fair Value Measurement Based on Amortized Quoted Significant Significant Cost Fair Value (Level 1) (Level 2) (Level 3) Cash equivalents (1) $ 89,319 $ 89,319 $ 89,319 $ - $ - Corporate bonds 34,801 34,861 - 34,861 - U.S. Treasury securities 98,967 98,970 - 98,970 - Total $ 223,087 $ 223,150 $ 89,319 $ 133,831 $ - (1) Includes cash sweep accounts, U.S. Treasury money market mutual fund, bank certificates of deposit, U.S. Treasury bills and corporate bonds that have a maturity of three months or less from the original acquisition da te. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment, net, consisted of: As of September 30, 2021 December 31, 2020 Laboratory equipment $ 13,417 $ 8,566 Computer hardware and equipment 97 109 Furniture and fixtures 432 432 Leasehold improvements 551 320 Assets not placed in service 1,810 3,320 16,307 12,747 Less: accumulated depreciation ( 4,055 ) ( 2,734 ) $ 12,252 $ 10,013 Depreciation expense was $ 1,938 and $ 1,114 for the nine months ended September 30, 2021 and 2020, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of: As of September 30, 2021 December 31, 2020 Employee compensation and related benefits $ 3,890 $ 3,808 Professional fees 535 224 Contract manufacturing organization fees 1,044 582 Contract research organization fees 2,134 487 Property received not yet invoiced 797 385 Other 254 906 $ 8,654 $ 6,392 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Litigation The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or no t a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. Royalty transfer agreement In connection with the sale of Series A redeemable convertible preferred stock, certain investors are entitled to receive, in the aggregate, a royalty from the Company equal to one percent of (i) all global net sales of any Company products and (ii) any license income on intellectual property that was in existence at the time of the Series A preferred stock financing. The Company has elected to account for this liability at fair value with changes recognized in the statements of operations. Given the early-stage nature of the underlying technology and inherent risks associated with obtaining regulatory approval and achieving commercialization, the Company ascribed no value to the royalty agreement at inception and as of September 30, 2021 and December 31, 2020 . The Company currently does no t have any net sales or license income and as a result has paid no royalties under this obligation for the three and nine months ended September 30, 2021 and 2020 no r has the Company accrued any liability as of September 30, 2021 or December 31, 2020 . |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | 8. Leases The Company leases all of its offices and facilities, including its corporate headquarters, under operating leases. The Company has entered into various non-cancellable lease arrangements for facilities expiring at various times through 2036. Certain of these arrangements have free rent periods or escalating rent payment provisions. None of our leases include residual value guarantees. Fixed fees for use of property or equipment and other services are included in the right-of-use assets and lease liabilities. Rent expense is recognized on a straight-line basis for total rent over the lease period. Variable service costs are included in the lease expense as incurred. The Company is generally obligated for the cost of property taxes, insurance, common area maintenance, and other administrative fees relating to its leases, which are considered variable lease costs and are expensed as incurred. In addition, the Company enters into contracts that have different service obligations. These contracts are considered multiple-element service contracts. When leases are embedded in multiple-element service contracts, all contract services are included in lease costs. Operating Leases Office space and lab facility, Cambridge, Massachusetts In March 2018, the Company entered into a lease for office and laboratory facilities that expires in July 2025 . Under the terms of the lease, the Company placed a $ 290 letter of credit into a restricted cash account as security for the facility. Catapult manufacturing facility, Stevenage, United Kingdom In December 2018, the Company signed a collaboration agreement (the Collaboration Agreement) with Cell Therapy Catapult Limited (Catapult) to establish the Company's manufacturing process in Catapult’s good manufacturing practice (GMP) manufacturing facility in the United Kingdom. The initial term of the Collaboration Agreement is three years which began March 1, 2019. The Company can terminate the Collaboration Agreement earlier with 12 months ’ notice and continued payment for contributions during the 12-month termination period. The Collaboration Agreement provides for Catapult to provide identified space, called a module. The Company has concluded that the Collaboration Agreement contains an embedded lease as the Company has the right to operate the module in a manner it determines. Office space, Cambridge, Massachusetts In September 2019, the Company entered into a lease for office facilities that expires in August 2024 .Under the terms of the lease, the Company placed a $ 127 letter of credit into a restricted cash account as security for the facility. Lab facility, Cambridge Massachusetts In November 2020, the Company entered into a lease for office and laboratory facilities that expires in January 2024 . Under the terms of the lease, the Company placed $ 166 letter of credit into a restricted cash account as security for the facility. Manufacturing facility, Waltham, Massachusetts In November 2020, the Company entered into a manufacturing agreement with ElevateBio LLC (ElevateBio) which includes identified space dedicated to the Company. The Company has determined the agreement contains an embedded lease. The lease began in February 2021 when the Company obtained control of the dedicated manufacturing space and ends July 2022. Manufacturing facility, Rockville, Maryland In March 2021, the Company entered into a lease for a new manufacturing facility for an initial term of 15 years through June 2036 . The Company also has an option to extend the term of the lease for two consecutive terms of five years each. T he Company placed a $ 557 letter of credit into a restricted cash account as security for the facility. Right-of-use assets and lease liabilities as of September 30, 2021 and January 1, 2021, the date of adoption of ASC 842, were as follows: September 30, January 1, Assets: Right-of-use assets, operating $ 29,432 $ 11,300 Liabilities Operating lease liabilities $ 3,482 $ 2,630 Operating lease liabilities, non-current 23,635 9,166 Total lease liabilities $ 27,117 $ 11,796 The components of the lease costs for the nine months ended September 30, 2021 were as follows: September 30, Operating lease costs $ 5,579 Short-term lease costs 395 Variable lease costs 3,130 Total lease costs $ 9,104 Weighted average remaining lease term and discount rate as of September 30, 2021 were as follows: September 30, Weighted-average remaining lease term (in years) Operating leases 9.9 Weighted-average discount rate: Operating leases 12.6 % The following table presents future minimum lease payments under for operating leases as of September 30, 2021: September 30, 2021 2021 $ 2,139 2022 7,529 2023 7,144 2024 6,351 2025 5,255 Thereafter 40,674 Total minimum payments required 69,092 Less amounts representing imputed interest ( 41,975 ) Present value of lease liabilities $ 27,117 Prior to adoption of ASC 842, future minimum lease payments under non-cancelable operating lease agreements as of December 31, 2020, were as follows: December 31, 2020 Minimum Lease Payments 2021 $ 4,966 2022 3,985 2023 3,690 2024 2,537 2025 1,054 Thereafter - Total $ 16,232 Rent expense for the nine months ended September 30, 2020 was $ 2.6 million. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 9. Stock-based Compensation In February 2019, the Company’s Board of Directors and stockholders approved the 2018 Stock Option and Incentive Plan (the 2018 Plan), which replaced the 2015 Stock Option and Grant Plan (the 2015 Plan). The shares under the 2015 Plan which were not issued were rolled into the 2018 Plan. The 2018 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock-based awards. The Company’s officers, employees, directors, and other key persons (including consultants) are eligible to receive awards under the 2018 Plan. The maximum number of authorized shares to be issued under the 2018 Plan is 7,394,606 shares of common stock. The number of shares of common stock reserved for issuance under the 2018 Plan shall be cumulatively increased on January 1, 2020 and each January 1 thereafter by 4 % of the total number of shares of common stock outstanding on December 31 of the preceding calendar year or a lesser number of shares determined by the Company's Board of Directors. The amount, terms of grants, and exercisability provisions are determined and set by the Compensation Committee of the Company’s Board of Directors. The term of the options may be up to 10 years, and options are exercisable in cash or as otherwise determined by the Board of Directors. As of September 30, 2021 , there were 1,469,370 shares of common stock available for future issuance under the 2018 Plan. Generally, options and restricted stock awards vest over a four-year period. The Company recorded stock-based compensation expense in the following expense categories of its accompanying unaudited consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 1,336 $ 798 $ 4,147 $ 2,414 General and administrative 1,850 1,269 5,378 3,772 $ 3,186 $ 2,067 $ 9,525 $ 6,186 Stock options During the nine months ended September 30, 2020 , there were 207,148 grants of stock options, 141,639 options forfeited, and 122,869 options exercised, respectively. The following table summarizes the activity related to stock option grants to employees and non-employees for the nine months ended September 30, 2021: Shares Weighted Weighted Balance as of December 31, 2020 5,011,349 $ 14.99 8.4 Granted 803,103 15.84 Exercised ( 95,596 ) 7.78 Forfeited ( 223,491 ) 20.84 Balance as of September 30, 2021 5,495,365 $ 15.00 7.8 Exercisable as of September 30, 2021 2,592,536 $ 9.42 6.7 Vested and expected to vest as of September 30, 2021 5,495,365 - As of September 30, 2021 , there was $ 32.6 million in unrecognized compensation cost that is expected to be recognized over an estimated weighted-average amortization period of 2.7 years. The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common stock at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options for the nine months ended September 30, 2021 and 2020 was determined using the methods and assumptions discussed below: ▪ The expected term of employee options is determined using the “simplified” method, as prescribed in the SEC Staff Accounting Bulletin (SAB) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of non-employee options is equal to the contractual term. ▪ The expected volatility was based on the historical stock volatility of several comparable publicly traded companies over a period of time equal to the expected term of the options, as we do not have sufficient trading history to use the volatility of our own common stock. ▪ The estimated annual dividend yield is 0 % because the Company has not historically paid and does not expect for the foreseeable future to pay, a dividend on its common stock. ▪ The Company is traded on the Nasdaq Select Market. Fair value is determined by the stock price quoted on Nasdaq. The grant date fair value of all option grants was estimated at the time of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions: For the Nine Months Ended September 30, 2021 2020 Risk-free interest rate 0.9 % 0.5 % Expected term (in years) 6.1 6.1 Expected volatility 72.6 % 72.9 % Annual dividend yield 0 % 0 % Fair value of common stock $ 11.61 $ 7.86 Warrants As of September 30, 2021 and December 31, 2020 , there were 203,676 warrants outstanding. During the nine months ended September 30, 2021 and 2020 , the Company granted no warrants, and there were no forfeitures or exercises. Employee stock purchase plan (ESPP) In February 2019, the Company’s Board of Directors adopted and the Company’s stockholders approved the 2018 Employee Stock Purchase Plan (2018 ESPP). The 2018 ESPP enables eligible employees to purchase shares of the Company's common stock at the end of each six-month offering period at a price equal to 85 % of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower. Eligible employees generally included all employees. Offering periods begin on the first trading day of September and March of each year and end on the last trading day in February and August of each year. Share purchases are funded through payroll deductions of up to 15 % of an employee’s eligible compensation for each payroll period, or $ 25 each calendar year. During the nine months ended September 30, 2021 and 2020, there were 17,889 shares and 23,864 shares issued under the 2018 ESPP, respectively. |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | 10. Related party transactions Manufacturing agreement During November 2020, the Company entered into a manufacturing partnership with ElevateBio. Dr. Ansbert Gadicke is a member of the board of directors at the Company and ElevateBio. The agreement is to establish a manufacturing partnership with ElevateBio for production of the Company’s clinical trial products. During the nine months ended September 30, 2021, the Company has incurred $ 883 in expenses and has incurred additional costs of $ 252 for equipment owned by the Company for use by ElevateBio. Consulting arrangement On October 1, 2015, the Company entered into a consulting agreement with Dr. Patrick Baeuerle. Pursuant to the consulting agreement, Dr. Baeuerle agreed to perform such consulting, advisory and related services to and for the Company as may be reasonably requested. In exchange, the Company agreed to pay Dr. Baeuerle a consulting fee of € 15 per month. On November 1, 2016, the Company amended the consulting agreement to revise Dr. Baeuerle’s consulting fee to be € 3 per month. Dr. Baeuerle is also eligible for an annual bonus equal to 33 % of the annual fees paid under the consulting agreement, subject to the discretion of the Company's Board of Directors based on Dr. Baeuerle’s performance and the Company's performance. The term of the agreement is one year , and automatically extends for additional one-year periods unless terminated. During the nine months ended September 30, 2021 and 2020 , the Company incurred fees to Dr. Baeuerle in the amount of $ 39 and $ 54 , respectively, under the consulting agreement. Dr. Baeuerle was a member of the Company's Board of Directors and is a managing director at MPM Capital, the beneficial owner of more than 5 % of the Company's voting securities. As of August 24, 2021, Dr. Baeuerle resigned from the Board of Directors and is no longer considered a related party. |
Subsequent event
Subsequent event | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent event | 11. Subsequent Event UK Operations On November 1, 2021, the Company announced a proposal to consolidate its manufacturing operations in the United States. Under the proposal, manufacturing operations at the Company’s facility in Stevenage, United Kingdom (“UK”), would cease by the end of 2021. The Company estimates that this could affect an estimated 34 employees in the UK. In accordance with UK law, the UK-based employees will enter into a consultation period in respect of the proposed plan to close the Stevenage, UK, facility prior to any final decision being made. The Company anticipates that the consultation period will be concluded on or about December 10, 2021. Should the Company proceed with the proposal, the Company expects to reduce annual operating expenses in 2022 by approximately $ 16 million and incur pre-tax restructuring charges in the fourth quarter of 2021, which could include one-time employee severance and termination benefits, facility closure costs, costs to relocate certain equipment and other disposal and restructuring charges of approximately $ 4.0 million to $ 4.5 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of consolidation and basis of presentation | Principles of consolidation and basis of presentation The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and in accordance with Article 10 of Regulation S-X of the SEC, and reflect the financial position, results of operations and cash flows of the Company's business. Accordingly, they do not include all of the disclosures required by U.S. GAAP for a complete set of annual audited financial statements. All significant intercompany accounts and transactions are eliminated in consolidation. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The accompanying financial information should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K filed with the SEC on March 16, 2021 for the year ended December 31, 2020 (the 2020 Form 10-K). In the opinion of the Company's management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair statement of the results for the interim periods presented have been included. |
Use of estimates | Use of estimates The preparation of the accompanying unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these unaudited consolidated financial statements include, but are not limited to, the fair value of the royalty transfer agreement obligations, and the fair value of stock-based compensation awards granted under the Company’s equity-based compensation plans. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the unaudited consolidated financial statements, actual results may materially vary from these estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. |
Concentrations of credit risk and of manufacturing risk | Concentrations of credit risk and of manufacturing risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and investments. The Company’s cash, cash equivalents and investments are held by financial institutions in the United States. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institutions are financially sound, and accordingly, minimal credit risk exists with respect to the financial institutions. As of September 30, 2021 , the Company has manufacturing arrangements with vendors for the supply of materials for use in preclinical and clinical studies. If the Company were to experience any disruptions in the party’s ability or willingness to continue to provide manufacturing services, the Company may experience significant delays in its product development timelines and may incur substantial costs to secure alternative sources of manufacturing. |
Fair value of financial instruments | Fair value of financial instruments As of September 30, 2021 and December 31, 2020 , the Company’s financial instruments consist of money market funds, U.S. Treasury securities, and corporate bonds and are included in investments. The carrying value of investments is the estimated fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. |
Cash equivalents | Cash equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of September 30, 2021 and December 31, 2020 , cash equivalents consisted of U.S treasuries, corporate bonds, and government-backed money market funds. |
Investments | Investments As of September 30, 2021 , all investments were classified as available-for-sale and were carried at their estimated fair value. Unrealized gains and losses are recorded as a component of accumulated other comprehensive income (loss) until realized. The Company determines the appropriate classification of its investments in debt securities at the time of purchase and re-evaluates such determination at each balance sheet date. The Company periodically reviews its investments in debt securities for impairment and adjusts these investments to their fair value when a decline in market value is deemed to be other than temporary. If losses on these securities are considered to be other than temporary, the loss is recognized in earnings. The Company classifies its available-for-sale marketable securities as current or non-current based on each instrument’s underlying effective maturity date and for which the Company has the intent and ability to hold the investment for a period of greater than 12 months. Marketable securities with maturities of less than 12 months are classified as current and are included in investments in the consolidated balance sheets. Marketable securities with maturities greater than 12 months for which the Company has the intent and ability to hold the investment for greater than 12 months are classified as non-current and are included in investments, non-current in the consolidated balance sheets. |
Restricted cash | Restricted cash Cash accounts that are restricted as to withdrawal or usage are presented as restricted cash. Restricted cash includes amounts held as a security deposit in the form of a letter of credit for the Company’s leased facilities. |
Assets not placed in service | Assets not placed in service Assets not placed in service includes direct costs related to the acquisition of property including leasehold improvements. Such costs are not depreciated until the asset is completed and placed into service. |
Leases | Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases are classified at their commencement date, which is defined as the date on which the lessor makes the underlying asset available for use by the lessee, as either operating or finance leases based on the economic substance of the agreement. The Company recognizes lease right-of-use assets and related liabilities in its consolidated balance sheets for both operating and finance leases. Lease liabilities are measured at the lease commencement date as the present value of the future lease payments using the interest rate implicit in the lease, or the incremental borrowing rate if the rate implicit in the lease is not readily determinable. Lease right-of-use assets are measured as the lease liability plus initial direct costs and prepaid lease payments less lease incentives. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. The Company recognizes operating lease costs in operating expenses in its consolidated statements of operations, inclusive of rent escalation provisions and rent holidays, on a straight-line basis over the respective lease term. |
Stock-based compensation | Stock-based compensation The Company measures stock-based awards at grant-date fair value and records compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues awards with only service-based vesting conditions. The Company accounts for forfeitures as they occur. For stock-based awards granted to non-employees, compensation expense is recognized over the period during which services are rendered by such non-employees until completed. Stock-options exercised prior to vesting are subject to repurchase by the Company until vested at the lesser of the initial exercise price and the fair market value of the Company’s common stock at the time of repurchase. The proceeds from the shares subject to repurchase are classified as a liability and reclassified to equity as the shares vest. Estimating the fair value of stock options and warrants requires the input of subjective assumptions, including the expected life of the instrument and stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards and warrants. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Research and development expenses | Research and development expenses Research and development costs are expensed as incurred and consist primarily of funds paid for employee wages and funds paid to third parties for the provision of services for product candidate development, clinical and preclinical development and related supply and manufacturing costs, and regulatory compliance costs. At the end of the reporting period, the Company compares payments made to third party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. Upfront milestone payments made to third parties who perform research and development services on the Company’s behalf are expensed as services are rendered. |
Income taxes | Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A reduction in the carrying value of the deferred tax assets is required when it is not more likely than not that such deferred tax assets are realizable. |
Net loss per share | Net loss per share Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding during the period. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. Therefore, the weighted-average shares used to calculate both basic and diluted loss per share are the same. The following potentially dilutive securities, on an as converted basis, have been excluded from the computation of diluted weighted-average shares outstanding as of September 30, 2021 and 2020, as they would be antidilutive: As of September 30, 2021 2020 Stock options outstanding 5,495,365 4,131,932 Common stock warrants 203,676 203,676 Employee stock purchase plan 4,011 1,557 Total 5,703,052 4,337,165 |
Comprehensive loss | Comprehensive loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources (which excludes investments from owners). The Company’s only element of other comprehensive loss is unrealized gains and losses on investments. |
Common stock | Common stock Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. |
Preferred stock | Preferred stock The Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent permitted by law, to provide by resolution or resolutions for, out of the unissued shares of Undesignated Preferred Stock, the issuance of the shares of Undesignated Preferred Stock in one or more series of such stock, and by filing a certificate of designations pursuant to applicable law of the State of Delaware, to establish or change from time to time the number of shares of each such series, and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof. As of September 30, 2021 , there are no preferred shares issued. |
Reconciliation of cash, cash equivalents and restricted cash as presented in the statements of cash flows | Reconciliation of cash, cash equivalents and restricted cash as presented in the statements of cash flows The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited consolidated balance sheets to the total of the same such amounts shown in the unaudited consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020. As of September 30, 2021 2020 Cash and cash equivalents $ 262,497 $ 101,614 Restricted cash 1,155 417 Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 263,652 $ 102,031 |
JOBS Act accounting election | JOBS Act accounting election The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASC 842”), which amends a number of aspects of lease accounting and requires entities to recognize right-of-use assets and liabilities on the balance sheet. The Company adopted ASC 842 during the second quarter of 2021 effective on January 1, 2021. The Company has finalized its review of its portfolio of existing leases and current accounting policies and has concluded that the amended guidance results in the recognition of additional assets and corresponding liabilities on its balance sheets. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”), which offered a transition option to entities adopting ASC 842. Under ASU 2018-11, entities could elect to apply ASC 842 using a modified-retrospective adoption approach resulting in a cumulative effect adjustment to accumulated deficit at the beginning of the year in which the new lease standard is adopted, rather than adjustments to the earliest comparative period presented in their financial statements. The Company adopted ASC 842, Leases effective January 1, 2021 on a modified retrospective basis under which requires the recognition of lease liabilities and right-of-use assets at the adoption date but does not require retrospective adjustments of prior periods. The Company elected the optional transition approach of not adjusting its comparative period financial statements for the impacts of adoption. The Company elected the package of transition practical expedients for leases that commenced prior to January 1, 2021, allowing it not to reassess (i) whether any expired or existing contracts contain leases, (ii) the lease classification for any expired or existing leases and (iii) the initial indirect costs for any existing leases. The Company recorded, upon adoption of ASC 842 effective January 1, 2021, operating lease assets and liabilities of $ 11.3 million and $ 11.8 million, respectively, related to its real estate leases under ASC 842. The cumulative effect of applying ASC 842 on the Company’s consolidated balance sheet as of January 1, 2021 was as follows: Assets Balance as of Adjustments Balance as of Prepaid expenses and other current assets $ 7,552 $ ( 154 ) $ 7,398 Right-of-use assets, operating leases - 11,300 11,300 Total assets $ 11,146 Liabilities and Shareholders' Equity Accrued expenses and other current liabilities $ 6,392 $ ( 168 ) $ 6,224 Operating lease liabilities - 2,630 2,630 Other liabilities 807 ( 482 ) 325 Operating lease liabilities, non-current - 9,166 9,166 Total liabilities and shareholders' equity $ 11,146 Adopting ASC 842 did not result in a material impact to our statements of operations or cash flows. Please refer to Note 8, “Leases,” for further information regarding the Company’s leases as well as certain disclosures required by ASC 842. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Dilutive Securities Not Included in Diluted Per Share Calculations | The following potentially dilutive securities, on an as converted basis, have been excluded from the computation of diluted weighted-average shares outstanding as of September 30, 2021 and 2020, as they would be antidilutive: As of September 30, 2021 2020 Stock options outstanding 5,495,365 4,131,932 Common stock warrants 203,676 203,676 Employee stock purchase plan 4,011 1,557 Total 5,703,052 4,337,165 |
Schedule of Restricted Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited consolidated balance sheets to the total of the same such amounts shown in the unaudited consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020. As of September 30, 2021 2020 Cash and cash equivalents $ 262,497 $ 101,614 Restricted cash 1,155 417 Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 263,652 $ 102,031 |
Effect of ASC 842 | |
Schedule of Cumulative Effect of Accounting Standard Update on Consolidated Balance Sheet Table Text Block | The cumulative effect of applying ASC 842 on the Company’s consolidated balance sheet as of January 1, 2021 was as follows: Assets Balance as of Adjustments Balance as of Prepaid expenses and other current assets $ 7,552 $ ( 154 ) $ 7,398 Right-of-use assets, operating leases - 11,300 11,300 Total assets $ 11,146 Liabilities and Shareholders' Equity Accrued expenses and other current liabilities $ 6,392 $ ( 168 ) $ 6,224 Operating lease liabilities - 2,630 2,630 Other liabilities 807 ( 482 ) 325 Operating lease liabilities, non-current - 9,166 9,166 Total liabilities and shareholders' equity $ 11,146 Adopting ASC 842 did not result in a material impact to our statements of operations or cash flows. |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value And Debt Securities Available For Sale [Abstract] | |
Summary of Amortized Cost and Fair Values of Investment Securities Available-for-sale | As of September 30, 2021, investments were comprised of the following: Amortized Unrealized Unrealized Fair Corporate bonds $ 33,259 $ - $ ( 15 ) $ 33,244 Total $ 33,259 $ - $ ( 15 ) $ 33,244 As of December 31, 2020, investments were comprised of the following: Amortized Unrealized Unrealized Fair Corporate bonds $ 34,801 $ 60 $ - $ 34,861 U.S. Treasury securities 98,967 3 - 98,970 Total $ 133,768 $ 63 $ - $ 133,831 |
Summary of Maturities | The amortized cost and estimated fair value of marketable securities, by contractual maturity: September 30, 2021 Amortized Fair Value Due within one year or less $ 33,259 $ 33,244 December 31, 2020 Amortized Fair Value Due within one year or less $ 133,768 $ 133,831 |
Summary of Classified Assets Measured at Fair Value on a Recurred Basis | As of September 30, 2021, the Company has classified assets measured at fair value on a recurring basis as follows: Fair Value Measurement Based on Amortized Quoted Significant Significant Cost Fair Value (Level 1) (Level 2) (Level 3) Cash equivalents (1) $ 256,956 $ 256,956 $ 256,956 $ - $ - Corporate bonds 33,259 33,244 - 33,244 - Total $ 290,215 $ 290,200 $ 256,956 $ 33,244 $ - As of December 31, 2020, the Company has classified assets measured at fair value on a recurring basis as follows: Fair Value Measurement Based on Amortized Quoted Significant Significant Cost Fair Value (Level 1) (Level 2) (Level 3) Cash equivalents (1) $ 89,319 $ 89,319 $ 89,319 $ - $ - Corporate bonds 34,801 34,861 - 34,861 - U.S. Treasury securities 98,967 98,970 - 98,970 - Total $ 223,087 $ 223,150 $ 89,319 $ 133,831 $ - (1) Includes cash sweep accounts, U.S. Treasury money market mutual fund, bank certificates of deposit, U.S. Treasury bills and corporate bonds that have a maturity of three months or less from the original acquisition da te. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net, consisted of: As of September 30, 2021 December 31, 2020 Laboratory equipment $ 13,417 $ 8,566 Computer hardware and equipment 97 109 Furniture and fixtures 432 432 Leasehold improvements 551 320 Assets not placed in service 1,810 3,320 16,307 12,747 Less: accumulated depreciation ( 4,055 ) ( 2,734 ) $ 12,252 $ 10,013 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of: As of September 30, 2021 December 31, 2020 Employee compensation and related benefits $ 3,890 $ 3,808 Professional fees 535 224 Contract manufacturing organization fees 1,044 582 Contract research organization fees 2,134 487 Property received not yet invoiced 797 385 Other 254 906 $ 8,654 $ 6,392 |
Lease (Tables)
Lease (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Lease Related Right of Use Assets and Lease Liabilities | Right-of-use assets and lease liabilities as of September 30, 2021 and January 1, 2021, the date of adoption of ASC 842, were as follows: September 30, January 1, Assets: Right-of-use assets, operating $ 29,432 $ 11,300 Liabilities Operating lease liabilities $ 3,482 $ 2,630 Operating lease liabilities, non-current 23,635 9,166 Total lease liabilities $ 27,117 $ 11,796 |
Schedule of Components of Lease Costs | The components of the lease costs for the nine months ended September 30, 2021 were as follows: September 30, Operating lease costs $ 5,579 Short-term lease costs 395 Variable lease costs 3,130 Total lease costs $ 9,104 |
Schedule of Weighted Average Remaining Lease Term and Discount Rate | Weighted average remaining lease term and discount rate as of September 30, 2021 were as follows: September 30, Weighted-average remaining lease term (in years) Operating leases 9.9 Weighted-average discount rate: Operating leases 12.6 % |
Schedule of Future Minimum Lease Payments Under for Operating Leases | The following table presents future minimum lease payments under for operating leases as of September 30, 2021: September 30, 2021 2021 $ 2,139 2022 7,529 2023 7,144 2024 6,351 2025 5,255 Thereafter 40,674 Total minimum payments required 69,092 Less amounts representing imputed interest ( 41,975 ) Present value of lease liabilities $ 27,117 |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases | Prior to adoption of ASC 842, future minimum lease payments under non-cancelable operating lease agreements as of December 31, 2020, were as follows: December 31, 2020 Minimum Lease Payments 2021 $ 4,966 2022 3,985 2023 3,690 2024 2,537 2025 1,054 Thereafter - Total $ 16,232 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock-based Compensation Expense | The Company recorded stock-based compensation expense in the following expense categories of its accompanying unaudited consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Research and development $ 1,336 $ 798 $ 4,147 $ 2,414 General and administrative 1,850 1,269 5,378 3,772 $ 3,186 $ 2,067 $ 9,525 $ 6,186 |
Schedule of Stock Option Activity | The following table summarizes the activity related to stock option grants to employees and non-employees for the nine months ended September 30, 2021: Shares Weighted Weighted Balance as of December 31, 2020 5,011,349 $ 14.99 8.4 Granted 803,103 15.84 Exercised ( 95,596 ) 7.78 Forfeited ( 223,491 ) 20.84 Balance as of September 30, 2021 5,495,365 $ 15.00 7.8 Exercisable as of September 30, 2021 2,592,536 $ 9.42 6.7 Vested and expected to vest as of September 30, 2021 5,495,365 - |
Schedule of Weighted-Average Assumptions | The grant date fair value of all option grants was estimated at the time of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions: For the Nine Months Ended September 30, 2021 2020 Risk-free interest rate 0.9 % 0.5 % Expected term (in years) 6.1 6.1 Expected volatility 72.6 % 72.9 % Annual dividend yield 0 % 0 % Fair value of common stock $ 11.61 $ 7.86 |
Organization and Description _2
Organization and Description of Business - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 22, 2021 | Jul. 31, 2020 | Sep. 30, 2021 |
Subsidiary Sale Of Stock [Line Items] | |||
Issuance of common stock, net of issuance costs (shares) | 0 | ||
Equity Offerings | |||
Subsidiary Sale Of Stock [Line Items] | |||
Shares sold during public offering (shares) | 4,590,164 | 9,200,000 | |
Share price (USD per share) | $ 30.50 | $ 15.50 | |
Proceeds from issuance of common stock after underwriting discounts and commissions and estimated offering expenses | $ 131.3 | $ 133.6 | |
Underwriting discounts, commissions and estimated offering expenses | $ 8.7 | $ 9 |
Liquidity - Narrative (Details)
Liquidity - Narrative (Details) $ in Millions | Sep. 30, 2021USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Cash, cash equivalents and investments | $ 295.7 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Dilutive Securities Not Included in Diluted Per Share Calculations (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 5,703,052 | 4,337,165 |
Stock options outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 5,495,365 | 4,131,932 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 203,676 | 203,676 |
Employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 4,011 | 1,557 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash and Cash Equivalents and Restricted Cash as presented in the Statements of Cash Flows (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 262,497 | $ 94,155 | $ 101,614 | |
Restricted cash | 1,155 | 583 | 417 | |
Cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 263,652 | $ 94,738 | $ 102,031 | $ 65,713 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | Sep. 30, 2021USD ($)Voteshares | Jan. 01, 2021USD ($) | Dec. 31, 2020USD ($)shares |
Votes per each common stock share | Vote | 1 | ||
Preferred stock, shares issued (shares) | shares | 0 | 0 | |
Right-of-use assets, operating leases | $ 29,432 | $ 11,300 | $ 0 |
Operating Lease Liability | $ 27,117 | $ 11,796 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Cumulative Effect of Accounting Policies on Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Assets [Abstract] | |||
Prepaid expenses and other current assets | $ 7,478 | $ 7,552 | |
Right-of-use assets, operating leases | 29,432 | $ 11,300 | 0 |
Total assets | 346,724 | 246,195 | |
Liabilities and Equity [Abstract] | |||
Accrued expenses and other current liabilities | 8,654 | 6,392 | |
Operating lease liabilities | 3,482 | 2,630 | 0 |
Operating lease liabilities, non-current | 23,635 | 9,166 | 0 |
Total liabilities and stockholders’ equity | $ 346,724 | 246,195 | |
Adjustment [Member] | |||
Assets [Abstract] | |||
Prepaid expenses and other current assets | 7,398 | 7,552 | |
Right-of-use assets, operating leases | 11,300 | 0 | |
Liabilities and Equity [Abstract] | |||
Accrued expenses and other current liabilities | 6,224 | 6,392 | |
Operating lease liabilities | 2,630 | ||
Other liabilities | 325 | 807 | |
Operating lease liabilities, non-current | 9,166 | $ 0 | |
Effect of ASC 842 | Adjustment [Member] | |||
Assets [Abstract] | |||
Prepaid expenses and other current assets | (154) | ||
Right-of-use assets, operating leases | 11,300 | ||
Total assets | 11,146 | ||
Liabilities and Equity [Abstract] | |||
Accrued expenses and other current liabilities | (168) | ||
Operating lease liabilities | 2,630 | ||
Other liabilities | (482) | ||
Operating lease liabilities, non-current | 9,166 | ||
Total liabilities and stockholders’ equity | $ 11,146 |
Investments and Fair Value Me_3
Investments and Fair Value Measurements - Summary of Amortized Cost and Fair Values of Investment Securities Available-for-sale (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 33,259 | $ 133,768 |
Unrealized Gains | 0 | 63 |
Unrealized Losses | (15) | 0 |
Fair Value | 33,244 | 133,831 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 33,259 | 34,801 |
Unrealized Gains | 0 | 60 |
Unrealized Losses | (15) | 0 |
Fair Value | $ 33,244 | 34,861 |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 98,967 | |
Unrealized Gains | 3 | |
Unrealized Losses | 0 | |
Fair Value | $ 98,970 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Summary of Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Amortized Cost | ||
Due within one year or less | $ 33,259 | $ 133,768 |
Fair Value | ||
Due within one year or less | $ 33,244 | $ 133,831 |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Summary of Classified Assets Measured at Fair Value on a Recurred Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Cash and cash equivalents | $ 262,497 | $ 94,155 | $ 101,614 | ||
Available-for-sale securities, amortized cost | 33,259 | 133,768 | |||
Fair Value | 33,244 | 133,831 | |||
Fair Value, Recurring | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Cash and cash equivalents | [1] | 256,956 | 89,319 | ||
Cash equivalents, fair value | [1] | 256,956 | 89,319 | ||
Available-for-sale securities, amortized cost | 290,215 | 223,087 | |||
Available-for-sale securities, fair value | 223,150 | ||||
Fair Value, Recurring | Fair Value, Inputs, Level 1 | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Cash equivalents, fair value | [1] | 256,956 | 89,319 | ||
Available-for-sale securities, fair value | 89,319 | ||||
Fair Value, Recurring | Fair Value, Inputs, Level 2 | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Cash equivalents, fair value | [1] | 0 | 0 | ||
Available-for-sale securities, fair value | 133,831 | ||||
Fair Value, Recurring | Fair Value, Inputs, Level 3 | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Cash equivalents, fair value | [1] | 0 | 0 | ||
Available-for-sale securities, fair value | 0 | ||||
Fair Value, Recurring | Corporate bonds | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities, amortized cost | 33,259 | 34,801 | |||
Fair Value | 33,244 | 34,861 | |||
Fair Value, Recurring | Corporate bonds | Fair Value, Inputs, Level 1 | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair Value | $ 0 | 0 | |||
Fair Value, Recurring | Corporate bonds | Fair Value, Inputs, Level 2 | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair Value | 33,244 | 34,861 | |||
Fair Value, Recurring | Corporate bonds | Fair Value, Inputs, Level 3 | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair Value | 0 | 0 | |||
Fair Value, Recurring | U.S. Treasury securities | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities, amortized cost | 98,967 | ||||
Fair Value | 290,200 | 98,970 | |||
Fair Value, Recurring | U.S. Treasury securities | Fair Value, Inputs, Level 1 | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair Value | $ 256,956 | 0 | |||
Fair Value, Recurring | U.S. Treasury securities | Fair Value, Inputs, Level 2 | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair Value | 33,244 | 98,970 | |||
Fair Value, Recurring | U.S. Treasury securities | Fair Value, Inputs, Level 3 | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair Value | $ 0 | $ 0 | |||
[1] | (1) Includes cash sweep accounts, U.S. Treasury money market mutual fund, bank certificates of deposit, U.S. Treasury bills and corporate bonds that have a maturity of three months or less from the original acquisition da |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 16,307 | $ 12,747 |
Less: accumulated depreciation | (4,055) | (2,734) |
Property and equipment, net | 12,252 | 10,013 |
Laboratory equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 13,417 | 8,566 |
Computer hardware and equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 97 | 109 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 432 | 432 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 551 | 320 |
Assets Not Placed In Service | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,810 | $ 3,320 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 1,938 | $ 1,114 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Employee compensation and related benefits | $ 3,890 | $ 3,808 |
Professional fees | 535 | 224 |
Contract manufacturing organization fees | 1,044 | 582 |
Contract research organization fees | 2,134 | 487 |
Property received not yet invoiced | 797 | 385 |
Other | 254 | 906 |
Accrued expenses and other current liabilities | $ 8,654 | $ 6,392 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Other Commitments [Line Items] | |||||
Royalty payments, percentage of net sales | 1.00% | ||||
Royalty payments, percentage of license income | 1.00% | ||||
Royalty agreement value | $ 0 | $ 0 | $ 0 | ||
Royalties paid | 0 | $ 0 | 0 | $ 0 | |
Accrued liabilities | 0 | 0 | $ 0 | ||
Global Net Sales | |||||
Other Commitments [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Intellectual License Income | |||||
Other Commitments [Line Items] | |||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||
Mar. 31, 2021 | Nov. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Sep. 30, 2020 | |
Lease facility expiration date | 2024-01 | 2024-08 | 2025-07 | |||
Initial term | 3 years | |||||
Termination period notice requirement | 12 months | |||||
Termination period | 12 months | |||||
Restricted cash | $ 557 | $ 166 | $ 127 | $ 290 | ||
Rent expense | $ 2,600 | |||||
Rockville Maryland | ||||||
Lease facility expiration date | 2036-06 | |||||
Initial term | 15 years | |||||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | |||||
Lessee, Operating Lease, Option to Extend | The Company also has an option to extend the term of the lease for two consecutive terms of five years each. T |
Leases - Schedule of Leases Rel
Leases - Schedule of Leases Related Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Assets: | |||
Right-of-use assets, operating leases | $ 29,432 | $ 11,300 | $ 0 |
Liabilities | |||
Operating lease liabilities | 3,482 | 2,630 | 0 |
Operating lease liabilities, non-current | 23,635 | 9,166 | $ 0 |
Total lease liabilities | $ 27,117 | $ 11,796 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Costs (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 5,579 |
Short-term lease cost | 395 |
Variable lease costs | 3,130 |
Lease, Cost, Total | $ 9,104 |
Lease - Weighted Average Remain
Lease - Weighted Average Remaining Lease Term and Discount Rate (Details) | Sep. 30, 2021 |
Leases [Abstract] | |
Operating leases Weighted-average Remaining lease term (in years) | 9 years 10 months 24 days |
Operating leases, Weighted-average Discount rate | 12.60% |
Lease - Schedule of Future Mini
Lease - Schedule of Future Minimum Lease Payment Under for Operating Lease (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jan. 01, 2021 |
Leases [Abstract] | ||
2021 | $ 2,139 | |
2022 | 7,529 | |
2023 | 7,144 | |
2024 | 6,351 | |
2025 | 5,255 | |
Thereafter | 40,674 | |
Total minimum payments required | 69,092 | |
Less amounts representing imputed interest | (41,975) | |
Present value of lease liabilities | $ 27,117 | $ 11,796 |
Lease - Schedule of Future Mi_2
Lease - Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 4,966 |
2022 | 3,985 |
2023 | 3,690 |
2024 | 2,537 |
2025 | 1,054 |
Thereafter | 0 |
Total | $ 16,232 |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock - Narrative (Details) | Sep. 30, 2021Vote |
Equity [Abstract] | |
Votes per each common stock share | 1 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Feb. 28, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Stock options granted (in shares) | 803,103 | 207,148 | ||
Stock options forfeited (in shares) | 223,491 | 141,639 | ||
Stock options exercised (in shares) | 95,596 | 122,869 | ||
Unrecognized compensation costs | $ 32,600,000 | |||
Unrecognized compensation cost, period of recognition | 2 years 8 months 12 days | |||
Annual dividend yield | 0.00% | 0.00% | ||
Employee stock purchase plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Purchase price of common stock, percentage of fair market value | 85.00% | |||
Stock purchase offering period | 6 months | |||
Maximum stock purchase value per employee, percent of eligible compensation | 15.00% | |||
Maximum stock purchase value per employee | $ 25,000 | |||
ESPP shares issued (in shares) | 17,889 | 23,864 | ||
Common stock warrants | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Warrants outstanding (in shares) | 203,676 | 203,676 | ||
Warrants granted (in shares) | 0 | 0 | ||
Warrants forfeited (in shares) | 0 | 0 | ||
Warrants exercised (in shares) | 0 | 0 | ||
2018 Stock Option and Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available for issuance (in shares) | 1,469,370 | |||
2018 Stock Option and Incentive Plan | Stock options outstanding | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 7,394,606 | |||
Shares available for issuance as a percentage of outstanding shares, maximum | 4.00% | |||
Term of options | 10 years |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 3,186 | $ 2,067 | $ 9,525 | $ 6,186 |
Research and Development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 1,336 | 798 | 4,147 | 2,414 |
General and Administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 1,850 | $ 1,269 | $ 5,378 | $ 3,772 |
Stock-based Compensation - St_2
Stock-based Compensation - Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options outstanding, beginning balance (in shares) | 5,011,349 | ||
Options granted (in shares) | 803,103 | 207,148 | |
Options exercised (in shares) | (95,596) | (122,869) | |
Options forfeited (in shares) | (223,491) | (141,639) | |
Options outstanding, ending balance (in shares) | 5,495,365 | 5,011,349 | |
Options exercisable (in shares) | 2,592,536 | ||
Options vested and expected to vest (in shares) | 5,495,365 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Options outstanding, weighted average exercise price per share, beginning balance (in dollars per share) | $ 14.99 | ||
Options granted, weighted average exercise price per share (in dollars per share) | 15.84 | ||
Options exercised, weighted average exercise price per share (in dollars per share) | 7.78 | ||
Options forfeited, weighted average exercise price per share (in dollars per share) | 20.84 | ||
Options outstanding, weighted average exercise price per share, ending balance (in dollars per share) | 15 | $ 14.99 | |
Options exercisable, weighted average exercise price per share, ending balance (in dollars per share) | 9.42 | ||
Options vested and expected to vest, weighted average exercise price per share, ending balance (in dollars per share) | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options outstanding, weighted average remaining contractual life (in years) | 7 years 9 months 18 days | 8 years 4 months 24 days | |
Options exercisable, weighted average remaining contractual life (in years) | 6 years 8 months 12 days |
Stock-based Compensation - St_3
Stock-based Compensation - Stock Options Valuation Assumptions (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Risk-free interest rate | 0.90% | 0.50% |
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Expected volatility | 72.60% | 72.90% |
Annual dividend yield | 0.00% | 0.00% |
Fair value of common stock | $ 11.61 | $ 7.86 |
Related party transactions - Na
Related party transactions - Narrative (Details) € in Thousands, $ in Thousands | Nov. 01, 2016EUR (€) | Oct. 01, 2015EUR (€) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
MPM Capital | TCR2 Therapeutics Inc. | ||||
Related Party Transaction [Line Items] | ||||
Shareholder ownership, percentage | 5.00% | |||
Dr Ansbert Gadicke | Director | Elevate Bio | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions | $ 883 | |||
Related Party Transaction Expenses From Transactions With Related Party | 252 | |||
Dr. Patrick Baeuerle | Director | Consulting Agreement, Monthly Fee | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amount of transaction | € | € 3 | € 15 | ||
Dr. Patrick Baeuerle | Director | Consulting Agreement | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, eligible bonus as percentage of annual fees | 33.00% | |||
Related party transaction, term of agreement | 1 year | |||
Related party transaction, term of agreement, extension option | 1 year | |||
Dr. Patrick Baeuerle | Director | Consulting Agreement, Fees | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, expenses from transactions | $ 39 | $ 54 |
Subsequent Event - Narrative (D
Subsequent Event - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($)Employees | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Employees | Sep. 30, 2020USD ($) | Dec. 31, 2022USD ($) | |
Subsequent Event [Line Items] | ||||||
Operating expenses | $ 26,240 | $ 17,191 | $ 72,125 | $ 50,133 | ||
UK Operations | ||||||
Subsequent Event [Line Items] | ||||||
Number of employees estimated to be affected due to manufacturing operations closure | Employees | 34 | 34 | ||||
Period expected for consultation period conclusion, description | The Company anticipates that the consultation period will be concluded on or about December 10, 2021. | |||||
Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Operating expenses | $ 16,000 | |||||
Maximum | Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Restructuring charges | $ 4,500 | |||||
Minimum | Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Restructuring charges | $ 4,000 |