Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 05, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TCRR | ||
Entity Registrant Name | TCR2 Therapeutics Inc. | ||
Entity Central Index Key | 0001750019 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 39,244,199 | ||
Entity Public Float | $ 89,641,770 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Title of 12(b) Security | Common Stock, $0.0001 Par Value | ||
Entity File Number | 001-38811 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-4152751 | ||
Entity Interactive Data Current | Yes | ||
Security Exchange Name | NASDAQ | ||
Entity Address, Address Line One | 100 Binney | ||
Entity Address, Address Line Two | Street, Suite 710 | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02142 | ||
City Area Code | 617 | ||
Local Phone Number | 949-5200 | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Boston, MA | ||
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 32,746 | $ 222,564 |
Investments | 116,433 | 43,029 |
Prepaid expenses and other current assets | 5,155 | 10,534 |
Assets held for sale | 23,287 | 0 |
Total current assets | 177,621 | 276,127 |
Property and equipment, net | 6,166 | 17,075 |
Right-of-use assets, operating leases | 22,510 | 28,283 |
Restricted cash | 1,152 | 1,156 |
Other assets, non-current | 787 | 730 |
Total assets | 208,236 | 323,371 |
Liabilities and stockholders’ equity | ||
Accounts payable | 2,793 | 2,144 |
Accrued expenses and other current liabilities | 10,823 | 13,094 |
Operating lease liabilities | 21,834 | 3,367 |
Operating lease liabilities related to assets held for sale | 28,611 | 0 |
Total current liabilities | 64,061 | 18,605 |
Operating lease liabilities, non-current | 3,316 | 22,996 |
Other liabilities | 0 | 293 |
Total liabilities | 67,377 | 41,894 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued or outstanding as of December 31, 2022 and December 31, 2021, respectively. | 0 | 0 |
Common stock, $0.0001 par value; 150,000,000 shares authorized; 39,203,366 and 38,496,484 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively. | 4 | 4 |
Additional paid-in capital | 642,644 | 631,008 |
Accumulated other comprehensive income (loss) | (445) | (13) |
Accumulated deficit | (501,344) | (349,522) |
Total stockholders’ equity | 140,859 | 281,477 |
Total liabilities and stockholders’ equity | $ 208,236 | $ 323,371 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
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) | 39,203,366 | 38,496,484 |
Common stock, shares outstanding (shares) | 39,203,366 | 38,496,484 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses | ||
Research and development | $ 98,643 | $ 73,578 |
Impairments and restructuring charges | 30,417 | 3,661 |
General and administrative | 24,439 | 22,503 |
Total operating expenses | 153,499 | 99,742 |
Loss from operations | (153,499) | (99,742) |
Interest income, net | 1,938 | 224 |
Loss before income tax expense | (151,561) | (99,518) |
Income tax expense | 261 | 289 |
Net loss | $ (151,822) | $ (99,807) |
Per share information | ||
Net loss per share of common stock, basic and diluted | $ (3.93) | $ (2.63) |
Net loss per share of common stock, basic and diluted | $ (3.93) | $ (2.63) |
Weighted average shares outstanding, basic and diluted | 38,628,105 | 37,935,554 |
Weighted average shares outstanding, basic and diluted | 38,628,105 | 37,935,554 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (151,822) | $ (99,807) |
Unrealized loss on investments, net | (432) | (76) |
Comprehensive loss | $ (152,254) | $ (99,883) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (shares) at Dec. 31, 2020 | 33,516,795 | ||||
Beginning balance at Dec. 31, 2020 | $ 236,548 | $ 3 | $ 486,197 | $ (249,715) | $ 63 |
Issuance of common stock, net of issuance costs (shares) | 4,590,164 | ||||
Issuance of common stock, net of issuance costs | 131,330 | $ 1 | 131,329 | ||
Exercise of stock options | $ 1,217 | 1,217 | |||
Exercise of stock options (shares) | 371,636 | 389,525 | |||
Stock-based compensation expense | $ 12,265 | 12,265 | |||
Unrealized gain (loss) on investments | (76) | (76) | |||
Net loss | (99,807) | (99,807) | |||
Ending balance at Dec. 31, 2021 | $ 281,477 | $ 4 | 631,008 | (349,522) | (13) |
Ending balance (shares) at Dec. 31, 2021 | 38,496,484 | 38,496,484 | |||
Issuance of common stock, net of issuance costs (shares) | 10,498 | ||||
Exercise of stock options | $ 32 | 32 | |||
Exercise of stock options (shares) | 49,581 | 49,581 | |||
Vesting of restricted stock units | 548,212 | ||||
Issuance of common stock related to ESPP | $ 224 | 224 | |||
Issuance of common stock related to ESPP (shares) | 98,591 | ||||
Stock-based compensation expense | 11,380 | 11,380 | |||
Unrealized gain (loss) on investments | (432) | (432) | |||
Net loss | (151,822) | (151,822) | |||
Ending balance at Dec. 31, 2022 | $ 140,859 | $ 4 | $ 642,644 | $ (501,344) | $ (445) |
Ending balance (shares) at Dec. 31, 2022 | 39,203,366 | 39,203,366 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||
Net loss | $ (151,822) | $ (99,807) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 3,046 | 2,827 |
Asset impairment due to restructuring | 27,450 | 2,960 |
Stock-based compensation expense | 11,380 | 12,265 |
Amortization (accretion) on investments | (802) | 837 |
Deferred tax liabilities | (293) | 99 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 5,557 | (2,496) |
Operating leases, net | 2,680 | (2,416) |
Accounts payable | 1,166 | (771) |
Accrued expenses and other liabilities | 177 | 4,899 |
Cash used in operating activities | (101,461) | (81,603) |
Investing activities | ||
Purchases of equipment | (15,122) | (11,098) |
Software development costs | (330) | (351) |
Purchases of investments | (267,522) | (50,726) |
Proceeds from sale or maturity of investments | 194,488 | 140,622 |
Cash provided by (used in) investing activities | (88,486) | 78,447 |
Financing activities | ||
Proceeds from public offering of common stock, net of issuance costs | 0 | 131,330 |
Proceeds from the exercise of stock options | 256 | 1,217 |
Payment of deferred offering costs | (131) | (409) |
Cash provided by financing activities | 125 | 132,138 |
Net change in cash, cash equivalents, and restricted cash | (189,822) | 128,982 |
Cash, cash equivalents, and restricted cash at beginning of year | 223,720 | 94,738 |
Cash, cash equivalents, and restricted cash at end of period | 33,898 | 223,720 |
Supplemental disclosure of noncash activities | ||
Property and equipment additions in accounts payable | 0 | 517 |
Right-of-use assets obtained in exchange for operating lease liabilities | 40,628 | 21,315 |
Operating cash flows used in operating leases | $ 21,238 | $ 11,291 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organiza tion 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. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. Proposed Transaction with Adaptimmune On March 5, 2023, the Company entered into a definitive agreement with Adaptimmune Therapeutics plc ("Adaptimmune"), pursuant to which, upon the terms and subject to the conditions thereof, the Company will become a wholly-owned subsidiary of Adaptimmune (the “Merger Agreement” and such transaction, the “Merger”). The combined company will create a preeminent cell therapy company focused on treating solid tumors. The combination provides extensive advantages for clinical development and product delivery supported by complementary technology platforms. The lead clinical franchises for the combined company utilize engineered T-cell therapies targeting MAGE A4 and mesothelin. These targets are expressed on a broad range of solid tumors and are supported by compelling early- and late-stage clinical data. The combined company also has a preclinical pipeline of additional target opportunities with development initially focused on PRAME and CD70. The Merger Agreement was approved by its board of directors (the “Board”), and the Board resolved to recommend approval of the Merger Agreement to our stockholders. The closing of the Merger is subject to approval of its stockholders and the satisfaction of customary closing conditions. In connection with the execution of the Merger Agreement, certain of its stockholders and certain shareholders of Adaptimmune entered into voting and support agreements with Adaptimmune, pursuant to which they have agreed, among other things, and subject to the terms and conditions of the agreements, to vote their shares in favor of the Merger Agreement and the Merger, in accordance with the recommendation of the respective boards of directors of Adaptimmune and the Company. Subject to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the Company's common stock (other than shares of our common stock held as treasury stock, or shares of our common stock owned by Adaptimmune or any direct or indirect wholly-owned subsidiaries of Adaptimmune), including shares of our common stock underlying our restricted stock units that vest upon a change of control, will be converted into the right to receive 1.5117 American Depositary Shares of Adaptimmune (“Parent ADS”) with each Parent ADS representing six ordinary shares of Adaptimmune. Following the closing of the Merger, Adaptimmune shareholders will own approximately 75% of the combined company and the Company's stockholders will own approximately 25% of the combined company. 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. On March 22, 2022, the Company amended the Shelf to cover the offering, issuance and sale of up to an aggregate of $ 300.0 million of the Company's common stock, preferred stock, debt securities, warrants and/or units of any combination thereof. T he amendment to the Shelf was declared effective by the SEC on March 23, 2022. The Company previously entered into a sales agreement with Jefferies LLC, as sales agent, to provide for the issuance and sale by the Company of up to $ 100.0 million of our common stock from time to time in “at-the-market” offerings under the Shelf, which the Company refe rs to as the ATM Program. Equity offerings 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 | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | 2. Liq uidity The Company’s operations to date have focused on organization and staffing, business planning, raising capital, acquiring technology and assets, manufacturing and conducting clinical and preclinical studies. 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. During January 2023, the Company announced a reprioritization of the Company’s clinical and research priorities and a corresponding reduction in workforce and adjustment to the Company’s manufacturing network, designed to reduce costs and reallocate resources while maintaining the personnel needed to support the Company’s key programs and refocused pipeline. The reduction in personnel was substantially completed during January 2023. The Company took steps to reduce its manufacturing costs by terminating the ElevateBio manufacturing agreement and is seeking to exit its lease related to the Rockville, Maryland manufacturing facility. See Note 14 for further information. The Company has incurred net losses from operations since inception. The Company expects to continue to generate losses for the foreseeable future. The Company expects that its cash, cash equivalents and investments as of December 31, 2022 of $ 149.2 million will be sufficient to fund its operating expenses and capital expenditure requirements through at least twelve months from the date of issuance of these consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Sum mary of Significant Accounting Policies Principles of consolidation and basis of presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (GAAP). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB). Financial statement presentation Certain reclassifications have been made to prior periods to conform with the current period presentation. On the consolidated statement of operations, the Company reclassified amounts for impairments and restructuring charges for the year ended December 31, 2021 from research and development expenses to a separate financial statement line item within operating expenses to conform to current period presentation of impairments and restructuring charges. Use of estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the measurement of right-of-use assets and lease liabilities and held for sale assets and liabilities, accrued expenses related to research and development activities, 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 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 December 31, 2022 , the Company had 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 vendors' 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. 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 December 31, 2022 and 2021 , cash equivalents consisted of U.S treasuries, corporate bonds and government-backed money market funds. Investments As of December 31, 2022, 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 the statement of operations. 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. Fair value of financial instruments As of December 31, 2022 and 2021 , the Company’s financial instruments consist of money market funds, commercial paper, agency and corporate bonds and asset-backed securities 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. Property and equipment Property and equipment are recorded at cost. Depreciation and amortization are determined using the straight-line method over the estimated useful lives. Expenditures for maintenance and repairs are expensed as incurred while renewals and betterments are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations. Estimated Useful Lives Laboratory equipment 5 years Computer hardware and equipment 3 years Furniture and fixtures 5 - 7 years Leasehold improvements Lesser of lease term or estimated useful life. Assets not placed in service Assets not placed in service include direct costs related to the acquisition of property including leasehold improvements, and primarily relate to the Rockville manufacturing facility. Such costs are not depreciated until the asset is completed and placed into service. As of December 31, 2022, the Rockville, Maryland manufacturing facility, including corresponding right-of-use assets, property and equipment, and assets not placed in service, met the criteria to be presented as assets held for sale. As a result, these assets have been removed from their respective categories on the balance sheet as of December 31, 2022 and have been presented separately in the current asset section of the balance sheet. See Note 13 for further information. Impairment of long-lived assets Long-lived assets classified as held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated. Impairment charges are recognized at the amount by which the carrying amount of an asset exceeds the fair value of the asset. A long-lived asset or disposal group classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell. An impairment loss is recognized for any initial or subsequent write-down to fair value less cost to sell. A gain is recognized for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously recognized for the long-lived asset or disposal group. Impairment charges are presented in the statements of operations in a separate line item within operating expenses with other restructuring charges recognized during the respective periods. During the year ended December 31, 2022, the Company recognized an impairment charge for the write-down of long-lived assets classified as held for sale related to right-of-use assets, construction-in-progress assets and personal property assets of $ 28.5 million. In addition, during the year ended December 31, 2022, the Company incurred other impairment and restructuring charges of $ 1.9 million consisting of the write-down of certain laboratory equipment, the write-down of a right-of-use asset currently being held and used, and restructuring expenses related to the wind down of UK operations. During the year ended December 31, 2021, the Company recognized a charge for impairment of long-lived assets and restructuring expenses related to the wind down of the UK manufacturing operations. See Note 13 for further information. Restricted cash Cash accounts that are restricted as to withdrawal or usage are presented as restricted cash in the Company's balance sheets. Restricted cash includes amounts held as a security deposit in the form of a letter of credit for the Company’s leased facilities. Deferred offering costs The Company capitalizes costs that are directly associated with in-process equity financings until such financings are consummated at which time such costs are recorded against the gross proceeds of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations. Assets held for sale The Company records assets and corresponding liabilities as held for sale that meet the criteria outlined for this designation in ASC 360, Property, Plant, and Equipment . A long-lived asset or disposal group classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell. Assets and liabilities held for sale are included in a separate financial statement line item in the balance sheets for the periods they meet this designation. Stock-based compensation The Company measures employee 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. Predominately, the Company issues awards with only service-based vesting conditions. Occasionally, the Company issues awards with performance obligations. The Company recognizes stock-based compensation for performance awards during the performance period based on expected performance at the end of the performance period. The Company accounts for forfeitures as they occur. The Company measures the fair value of stock-based awards granted to non-employees on the date at which the related service is complete. Compensation expense is recognized over the period during which services are rendered by such non-employee consultants until completed. 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 value of its stock price as quoted on the Nasdaq Global Select Market to determine fair value of the Company’s common stock. The Company uses the Black-Scholes option pricing model to value its stock option awards and warrants. The assumptions used in calculating the fair value of stock-based awards represent management’s estimates and involve inherent uncertainties and the application of management’s judgment. 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 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 will be 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. Dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. Accordingly, 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 December 31, 2022 and 2021, as they would be antidilutive: As of December 31, 2022 2021 Stock options outstanding 3,354,632 6,181,335 Common stock warrants 203,676 203,676 Unvested restricted stock units 1,470,889 66,000 Employee stock purchase plan 59,334 24,513 Total 5,088,531 6,475,524 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 December 31, 2022 and 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 consolidated balance sheets to the total of the same such amounts shown in the consolidated statements of cash flows for the years ended December 31, 2022 and 2021. As of December 31, 2022 2021 Cash and cash equivalents $ 32,746 $ 222,564 Restricted cash 1,152 1,156 Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 33,898 $ 223,720 Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one consolidated operating segment. 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 opts 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. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value And Debt Securities Available For Sale [Abstract] | |
Investments and Fair Value Measurements | 4. Invest ments and Fair Value Measurements As of December 31, 2022, investments were comprised of the following: Amortized Unrealized Unrealized Fair U.S. Treasury securities $ 116,878 $ - $ ( 445 ) $ 116,433 As of December 31, 2021, investments were comprised of the following: Amortized Unrealized Unrealized Fair Corporate bonds $ 33,048 $ - $ ( 11 ) $ 33,037 U.S. Treasury securities 9,994 - ( 2 ) 9,992 Total $ 43,042 $ - $ ( 13 ) $ 43,029 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 The Company has classified assets measured at fair value on a recurring basis as follows as of December 31, 2022: Fair Value Measurement Based on Amortized Quoted Significant Significant Cost Fair Value (Level 1) (Level 2) (Level 3) Cash equivalents (1) $ 30,820 $ 30,820 $ 30,820 $ - $ - U.S. Treasury securities 116,878 116,433 - 116,433 - Total $ 147,698 $ 147,253 $ 30,820 $ 116,433 $ - (1) Includes cash sweep accounts, U.S. Treasury money market mutual fund, bank certificates of deposit and U.S. Treasury bills that have a maturity of three months or less from the original acquisition date. The Company has classified assets measured at fair value on a recurring basis as follows as of December 31, 2021: Fair Value Measurement Based on Amortized Quoted Significant Significant Cost Fair Value (Level 1) (Level 2) (Level 3) Cash equivalents (1) $ 219,162 $ 219,162 $ 219,162 $ - $ - Corporate bonds 33,048 33,037 - 33,037 - U.S. Treasury securities 9,994 9,992 - 9,992 - Total $ 262,204 $ 262,191 $ 219,162 $ 43,029 $ - (1) Includes cash sweep accounts, U.S. Treasury money market mutual fund, bank certificates of deposit and U.S. Treasury bills that have a maturity of three months or less from the original acquisition date. During the years ended December 31, 2022 and 2021 , there were no transfers among the Level 1, Level 2 and Level 3 categories. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. Prop erty and Equipment Property and equipment, net, consisted of: As of December 31, 2022 December 31, 2021 Laboratory equipment $ 10,580 $ 13,115 Computer hardware and equipment - 54 Furniture and fixtures 326 376 Leasehold improvements 476 551 Assets not placed in service 887 7,592 12,269 21,688 Less: accumulated depreciation ( 6,103 ) ( 4,613 ) $ 6,166 $ 17,075 The decrease in property and equipment, net as of December 31, 2022 is primarily driven by certain Rockville, Maryland assets not placed in service and laboratory equipment being classified as held for sale as of December 31, 2022. See Note 13 for details. Depreciation expense wa s $ 2,645 and $ 2,827 for the years ended December 31, 2022 and 2021 , respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. Ac crued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of: As of December 31, 2022 December 31, 2021 Employee compensation and related benefits $ 4,858 $ 4,631 Professional fees 533 413 Contract manufacturing organization fees 873 1,261 Contract research organization fees 3,725 2,810 Property received not yet invoiced 9 748 Accrued restructuring charges - 2,401 Other 825 830 $ 10,823 $ 13,094 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitm ents and Contingencies Litigation The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not 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 prior to the Company's IPO, 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 statement 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 for the years ended December 31, 2022 and 2021 . The Company currently does no t have any net sales or license income and as a result has paid no royalties under this obligation as of December 31, 2022 and 2021 no r has the Company accrued any liability as of December 31, 2022 and 2021 . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 8. Lea ses The Company leases all of its offices and facilities 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 the Company's 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 accounted for as a single lease component since the Company elected the practical expedient to not separate lease components and non-lease components. 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 $ 0.3 million letter of credit into a restricted cash account as security for the facility. 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 $ 0.1 million 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 a $ 0.2 million 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 determined that the agreement contained an embedded lease. The lease began in February 2021 when the Company obtained control of the dedicated manufacturing space and was for a contractual period ended July 2022. In February 2022, the Company executed an agreement that expanded its partnership with ElevateBio by obtaining a second GMP manufacturing suite at ElevateBio BaseCamp in Waltham, Massachusetts through December 2023, and also updated terms in the original agreement including extending the contractual period through December 2023. As a result of this agreement, the Company recorded additional right-of-use assets and operating lease liabilities of approximately $ 29.2 million to reflect this new agreement during the period ending March 31, 2022. During January 2023, the Company notified ElevateBio that it was terminating the agreement. The agreement provides for a three-month notice period and a $ 10.0 million payment upon termination. The agreement will terminate in April 2023 . 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 . The Company placed a $ 0.6 million letter of credit into a restricted cash account as security for the facility. During the second quarter of 2022, our right-of-use asset and associated lease liabilities related to the Rockville, Maryland facility increased by $ 11.8 million due to a change in expected reimbursements. In December 2022, the Company began to actively market the Rockville, Maryland manufacturing facility in an effort to find a third party to assume the lease arrangement with the landlord. As part of this action, the Company also began to seek selling alternatives for construction-in-progress assets and personal property assets at the Rockville, Maryland manufacturing facility through either the prospective third party assuming the lease arrangement or after-market selling channels. As such, the Rockville, Maryland manufacturing facility long-lived assets, which consist of operating lease right-of-use assets, construction-in-progress assets and personal property assets, have been reclassified as held for sale as of December 31, 2022. In addition, operating lease liabilities which directly related to Rockville, Maryland right-of-use assets have also been reclassified as held for sale as of December 31, 2022. The Rockville, Maryland disposal group has thus been removed from those respective balance sheet categories and has been presented separately as assets and liabilities held for sale in the balance sheet, measured at the lower of their carrying amount or fair value less cost to sell as of December 31, 2022. See Note 13 for further information. Right-of-use assets and lease liabilities as of December 31, 2022 and 2021, were as follows: December 31, December 31, Assets: Right-of-use assets, operating leases $ 22,510 $ 28,283 Right-of-use assets, operating leases included in assets held for sale 17,463 - $ 39,973 $ 28,283 Liabilities Operating lease liabilities $ 21,834 $ 3,367 Operating lease liabilities, non-current 3,316 22,996 Operating lease liabilities related to assets held for sale 28,611 - Total lease liabilities $ 53,761 $ 26,363 The components of the lease costs for the year ended December 31, 2022 and 2021 were as follows: December 31, December 31, Operating lease costs $ 23,181 $ 8,031 Short-term lease costs 688 548 Variable lease costs 5,828 5,937 Total lease costs $ 29,697 $ 14,516 Total lease costs above are recognized in the consolidated statements of operation for the years ended December 31, 2022 and 2021. Variable lease costs include the $ 1,501 cost associated with the Company’s decision to cease manufacturing operations at the Catapult facility during the year ended December31, 2021. Variable lease costs include all costs related to the use of the ElevateBio facilities in the manufacture of clinical and non-clinical products. Weighted average remaining lease term and discount rate as of December 31, 2022 were as follows: December 31, Weighted-average remaining lease term (in years) Operating leases 1.3 Weighted-average discount rate: Operating leases 15.3 % The following table presents future minimum lease payments under for operating leases as of December 31, 2022: December 31, 2022 2023 $ 23,859 2024 2,538 2025 1,054 Total minimum payments required 27,451 Less amounts representing imputed interest ( 2,301 ) Present value of lease liabilities $ 25,150 The table above does not include future minimum lease payments for the Rockville, Maryland facility due to its reclassification as held for sale as of December 31, 2022. The operating lease liabilities for the Rockville, Maryland facility have been presented separately on the balance sheet as operating lease liabilities related to assets held for sale, and the liabilities are expected to be transferred to a third party assuming the lease arrangement within a year. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
401(k) Savings Plan | 9. 401( k) Savings Plan The Company maintains a defined contribution 401(k) plan in which employees may contribute a portion of their compensation, subject to statutory maximum contribution amounts. For the years ended December 31, 2022 and 2021, the matching contribution expense wa s $ 633 a nd $ 376 , respectively. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 10. St ock-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 Plan. The shares under the 2015 Plan which were not issued, were rolled into the 2018 Plan. The number of shares of our 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 our common stock outstanding on December 31 of the preceding calendar year or a lesser number of shares determined by our Board of Directors. 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 amount, terms of grants, and exercisability provisions are determined and set by the Company’s Board of Directors. The maximum number of authorized shares to be issued under the Plan was 7,057,244 . As of December 31, 2022 , there were 2,805,240 shares of common stock available for future issuance. 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. Generally, options vest over a four-year period and restricted stock awards vest over a two, three or four-year period. 2022 Inducement Plan On February 11, 2022, the Company's Board of Directors approved the TCR 2 Therapeutics Inc. 2022 Inducement Plan (Inducement Plan) pursuant to Listing Rule 5635(c)(4) of the corporate governance rules of the NASDAQ Stock Market, and reserved 1,400,000 s hares of our Common Stock for issuance employees of the Company under the Inducement Plan. The Inducement Plan provides for the grant of non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, and dividend equivalent rights. The purpose of the Inducement Plan is to encourage and enable the Company to grant equity awards to induce highly qualified prospective officers and employees to accept employment and provide them a proprietary interest in the Company. The maximum number of authorized shares to be issued under the Inducement Plan is 1,400,000 shares of com mon stock. 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 December 31, 2022, there were 851,319 shares of common stock available for future issuance under the Inducement Plan. Generally, options vest over a four-year period. No RSUs have been issued from the Inducement Plan. The Company recorded stock-based compensation expense in the following expense categories of its accompanying consolidated statements of operations: For the Years Ended December 31, 2022 2021 Research and development $ 4,715 $ 5,592 General and administrative 6,665 6,673 $ 11,380 $ 12,265 Stock options The following table summarizes the activity related to stock option grants to employees and non-employees for the years ended December 31, 2022 and 2021: Shares Weighted Weighted Balance as of January 1, 2021 5,011,349 $ 14.99 8.4 Granted 2,094,554 $ 9.32 Exercised ( 371,636 ) $ 2.55 Forfeited ( 552,932 ) $ 21.63 Balance as of December 31, 2021 6,181,335 $ 13.31 6.1 Granted 1,809,185 $ 1.90 Exercised ( 49,581 ) $ 0.74 Options cancelled in exchange for RSUs from tender offer ( 2,553,598 ) $ 19.24 Forfeited ( 1,492,045 ) $ 12.95 Balance as of December 31, 2022 3,895,296 $ 4.43 8.3 Exercisable as of December 31, 2022 1,111,691 $ 6.46 5.5 Vested and expected to vest as of December 31, 2022 3,895,296 $ 4.43 During the year ended December 31, 2022, the Company offered employees with option grants that had strike prices of greater than $ 10 per share the opportunity to exchange those options for restricted stock units. The exchange rate was based on the current stock price compared to the strike price on the date of the offer, November 16, 2022. Vesting for the RSUs was largely based on the original grant date of the option. In the aggregate, 2,553,598 options were exchanged for 751,532 RSUs. As of December 31, 2022, there was $ 5.3 million in unrecognized compensation cost that is expected to be recognized over an estimated weighted-average amortization period of 2.7 y ears. The aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2022 was $ 108.0 . The aggregate intrinsic values of options exercised during the year ended December 31, 2022 was $ 93 . 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 during the years ended December 31, 2022 and 2021 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 is based on historical volatilities of similar entities within the Company’s industry which were commensurate with the expected term assumption as described in SAB No. 107. ▪ 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 the Nasdaq. For the years ended December 31, 2022 and 2021, 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 Years Ended December 31, 2022 2021 Risk-free interest rate 3.2 % 1.2 % Expected term (in years) 2.9 6.1 Expected volatility 72.8 % 70.2 % Annual dividend yield 0 % 0 % Fair value of common stock $ 1.22 $ 9.42 Restricted stock units The following table summarizes the activity related to restricted stock unit grants to employees and non-employees for the twelve months ended December 31, 2022 Restricted Stock Units Weighted Average Price Per Share Balance as of January 1, 2021 - $ - Granted 66,000 $ 4.80 Vested - $ - Forfeited - $ - Balance as of December 31, 2021 66,000 $ 4.80 Granted 1,269,269 $ 2.34 RSUs granted in exchange for options cancelled from tender offer 751,532 $ 1.33 Vested ( 548,973 ) $ 2.44 Forfeited ( 66,939 ) $ 3.28 Balance as of December 31, 2022 1,470,889 $ 2.22 During the year ended December 31, 2022, the Company granted 373,255 performance-based RSUs (PRSUs). Performance is based upon attaining specified operational metrics. The performance criteria measurement dates are December 31, 2022 and March 31, 2023. There were no PRSUs issued for the December 31, 2022 measurement date. In addition, the PRSUs also have service-based vesting criteria for two years after the measurement date for issued PRSUs. As of December 31, 2022, there was $ 2.5 million of unrecognized compensation cost related to unvested employee RSUs. This amount is expected to be recognized over a weighted-average period of 2.7 years. Warrants Warrants issued to non-employees in connection with providing consulting services are issued outside of the Plan and are accounted for as stock-based compensation. The warrants have an exercise price of $ 0.74 per share and will expire at the earlier of ten years from the date of issuance or a change in control event as defined in the warrant agreements. As of December 31, 2022 and 2021, there were 203,676 warrants outstanding. During the years ending December 31, 2022 and 2021, the Company granted no warrants, there were no forfeitures, and there were no 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 began on the first trading day September 1 and March 1 of each year and ended 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 years ended December 31, 2022 and 2021, there were 98,591 and 17,889 shares issued under the 2018 ESPP, respectively |
Income Tax Expense
Income Tax Expense | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income tax expense | 11. Inc ome Tax Expense Income (loss) before income tax expense for the years ended December 31, 2022 and 2021 consisted of the following: For the Years Ended December 31, 2022 2021 United States $ ( 151,742 ) $ ( 100,607 ) Foreign 181 1,089 Loss before income taxes $ ( 151,561 ) $ ( 99,518 ) The income tax expense for the years ended December 31, 2022 and 2021 consisted of the following components: For the Years Ended December 31, 2022 2021 Current tax State $ 22 $ 17 Foreign 532 181 Total current tax 554 198 Deferred tax Foreign ( 293 ) 91 Total deferred tax ( 293 ) 91 Income tax expense $ 261 $ 289 Subject to the limitations described below, at December 31, 2022, the Company has cumulative federal and state net operating loss carryforwards of approximatel y $ 4.1 million and $ 269.5 million available to reduce future federal and state taxable income, respectively, which begin to expire in 2035 . Additionally, the Company has $ 272.0 million of federal net operating loss carryforwards which carryforward indefinitely. The Company has cumulative federal and state tax credit carry forwards of $ 11.7 million and $ 3.9 million, respectively, available to reduce future federal and state income taxes which begin to expire in 2035 and 2031 , respectively. Section 382 of the Internal Revenue Code of 1986, as amended (the Code) provides for limitation on the use of net operating loss and research and development tax credit carryforwards following certain ownership changes (as defined in Code) that could limit the Company’s ability to utilize these carryforwards. Pursuant to Section 382 of the Code, an ownership change occurs when the stock ownership of a 5% stockholder increases by more than 50% over a three-year testing period. The Company may have experienced various ownership changes, as defined by the Code, as a result of past financings and may in the future experience an ownership change. Accordingly, the Company’s ability to utilize the aforementioned carryforwards may be limited. Additionally, U.S. tax laws limit the time during which these carryforwards may be applied against future taxes. The Company has not performed an Internal Revenue Code Section 382 study in connection with changes in control. The components of net deferred income tax assets (liabilities) as of December 31, 2022 and 2021 are as follows: As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 79,503 $ 59,771 Research and development credits 14,754 10,574 Equity-based compensation 2,492 1,810 Capitalized costs 25,040 5,029 Operating lease liabilities 6,754 7,124 Accrued expenses and other temporary differences 2,196 921 Fixed assets 146 - Total deferred tax assets 130,885 85,229 Deferred tax liabilities: Fixed assets - ( 489 ) Right-of-use assets, operating leases ( 6,045 ) ( 7,643 ) Total deferred tax liabilities ( 6,045 ) ( 8,132 ) Less: valuation allowance ( 124,840 ) ( 77,391 ) Total net deferred tax assets (liabilities) $ - $ ( 294 ) In assessing the realizability of the net deferred tax assets, the Company considers all relevant positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. Management believes that it is more likely than not that the Company’s U.S. deferred income tax assets will not be realized. As such, there is a full valuation allowance against the net U.S. deferred tax assets as of December 31, 2022 and 2021. The valuation allowance in the U.S. increase d by approximately $ 47.4 million during the year ended December 31, 2022 primarily as a result of the increase in net operating loss carryforwards and deferred tax assets related to capitalized research and experimental expenditures (1) . The valuation allowance increased by approximately $ 25.7 million during the year ended December 31, 2021 primarily as a result of the increase in net operating loss carryforwards. (1) The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. Under the Act, research and experimental expenditures incurred for tax years beginning after December 31, 2021 must be capitalized and amortized ratably over five or fifteen years for tax purposes, depending on where the research activities are conducted. Effective January 1, 2022, the Company has complied with the mandatory capitalization and amortization of research and experimentation expenditures. The Company did no t have unrecognized tax benefits as of December 31, 2022 or 2021. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. A reconciliation of income tax expense at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows: As of December 31, 2022 2021 Statutory Federal income tax rate 21.0 % 21.0 % State income tax, net of federal benefit 5.6 % 5.1 % Stock compensation - 1.1 % - 3.1 % Permanent differences 0.0 % - 0.2 % Research and development credit benefit 2.8 % 2.7 % Other - 0.1 % 0.0 % Change in valuation allowance - 28.4 % - 25.8 % Effective income tax rate - 0.2 % - 0.3 % The Company’s remains subject to examination by U.S. Federal, state, local, and foreign tax authorities for tax years 2019 through 2022. We are no longer subject to U.S. Federal, state, local, and foreign examinations by tax authorities for the tax year 2018 and prior. However, net operating losses from the tax year 2018 and prior would be subject to examination if and when used in a future tax return to offset taxable income. The Company believes that the Company does not have any uncertain tax positions that would result in a material impact on the Company’s financial statements. The Company files income tax returns in the above jurisdictions as well as the applicable state jurisdictions in the United States. There are currently no income tax examinations ongoing. If and when applicable, the Company will recognize interest and penalties on uncertain tax positions as income tax expense. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Rela ted Party Transactions Manufacturing agreement During November 2020, the Company entered into a manufacturing partnership with ElevateBio, which was amended in February 2022. 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 twelve months ended December 31, 2022, the Company has incurred $ 20.3 million in expenses and has incurred additional costs of $ 0.1 m illion for equipment owned by the Company for use by ElevateBio. During the twelve months ended December 31, 2021, the Company incurr ed $ 1.8 million in expenses and incurred additional costs of $ 0.3 million for equipment owned by the Company for use by ElevateBio. During January 2023, the Company notified ElevateBio that it was terminating the agreement. The agreement provides for a three-month notice period and a $ 10.0 million payment upon termination. The agreement will terminate in April 2023. |
Impairments and Restructuring C
Impairments and Restructuring Charges | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 13. I mpairments and Restructuring Charges In December 2022, the Company began to actively market the Rockville, Maryland manufacturing facility in an effort to find a third party to assume the lease arrangement with the landlord. As part of this action, the Company also began to seek selling alternatives for construction-in-progress assets and personal property assets at the Rockville, Maryland manufacturing facility through either the prospective third party assuming the lease arrangement or after-market selling channels. These actions were commenced in order to gain capital efficiencies in the manufacturing activities currently supporting the Company’s clinical timelines. As such, Rockville, Maryland manufacturing facility long-lived assets, which consist of operating lease right-of-use assets, construction-in-progress assets and personal property assets, have been reclassified as held for sale as of December 31, 2022. The Company expects all sales related to the Rockville, Maryland assets held for sale to be completed within a year. An impairment charge was recognized as of December 31, 2022 in order to write-down these Rockville, Maryland manufacturing facility long-lived assets to fair value less costs to sell. In addition, operating lease liabilities which directly relate to Rockville, Maryland right-of-use assets have also been reclassified as held for sale as of December 31, 2022. For the year ended December 31, 2022, the Company recognized an impairment charge of $ 0.5 million associated with a right-of-use asset currently being held and used as the carrying value of the asset of $ 0.8 million exceeded its fair value. During December 2021, the Company decided to wind down its operations in the United Kingdom and consolidated manufacturing operations in the United States. The Company completed the restructuring during the second quarter of 2022. Restructuring charges related to this action were recognized in the years ended December 31, 2022 and 2021 of $ 0.5 million and $ 3.7 million, respectively. Restructuring expenses In December 2021, the Company elected to cease manufacturing operations at its Catapult facility. As a result, the Company recognized a $ 1.5 million variable lease cost as of December 31, 2021 reflecting its estimated obligation for the 12-month termination period associated with the Catapult lease agreement, as well as other restructuring related expenses incurred as a result of the decision to cease manufacturing operations at Catapult. During the twelve months ended December 31, 2022 and 2021, the Company incurred the following expenses associated with these restructuring activities which are included in impairments and restructuring charges on the statements of operations. For the Twelve Months Ended December 31, 2022 and 2021 Severance and Related Costs Lease and Other costs Asset Impairment Costs Total For the twelve months ended December 31, 2022 $ 306 $ 228 $ - $ 534 For the twelve months ended December 31, 2021 885 2,217 559 3,661 Accrued restructuring expenses Balances related to this restructuring included in accrued expenses on the balance sheet are as follows: Accrued Expenses Severance and Related Costs Lease and Other costs Total Balance as of January 1, 2021 $ - $ - $ - Expenses 885 2,217 3,102 Cash payments ( 701 ) - ( 701 ) Balance as of December 31, 2021 184 2,217 2,401 Expenses 306 285 591 Adjustment of expenses - ( 57 ) ( 57 ) Cash payments ( 490 ) ( 2,445 ) ( 2,935 ) Balance as of December 31, 2022 $ - $ - $ - Impairment charges on assets held for sale A long-lived asset or disposal group classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell. The Company recognizes an impairment loss for any initial or subsequent write-down of the assets held for sale to fair value less cost to sell. In December 2022, the Company reclassified long-lived assets at the Rockville, Maryland manufacturing facility, which consist of operating lease right-of-use assets, construction-in-progress assets, and personal property assets, as held for sale as of December 31, 2022. An impairment charge was recognized as of December 31, 2022 in order to write-down these Rockville, Maryland manufacturing facility long-lived assets to fair value less costs to sell, as follows: As of December 31, 2022 Asset Carrying Value Fair Value Less Costs to Sell Impairment Amount Right-of-use assets, operating leases $ 30,007 $ 17,463 $ 12,544 Assets not placed in service 21,760 5,824 15,936 Laboratory equipment 888 - 888 Total impairment charge $ 29,368 Rockville, Maryland operating lease right-of-use asset The Company obtained a third-party valuation report to assist in estimating the fair value of the Rockville, Maryland operating lease right-of-use asset as of December 31, 2022. The Company considered market information, recent comparable leases and offerings of comparable office space in the geographical market, the estimated time to identify a third party to assume the lease arrangement, and costs to sell comprised of broker commissions and closing costs. Based on this analysis, the Company determined that the Rockville, Maryland operating lese right-of-use asset fair value less cost to sell was $ 17.5 million, and a resulting impairment charge of $ 12.5 million was recorded to impairments and restructuring charges for the year ended December 31, 2022. Rockville, Maryland assets not placed in service The Company has various long-lived assets not placed in service at the Rockville, Maryland manufacturing facility. These assets are comprised of leasehold improvements and other assets associated with the in-process build-out of the Rockville, Maryland facility, as well as certain other personal property assets such as equipment that has not yet been placed into service. At the time of the Company’s determination that the Rockville, Maryland manufacturing facility long-lived assets would be actively marketed and held for sale, the total carrying value of these assets not placed in service was $ 21.8 million. The Company has pursued different selling alternatives for assets not placed in service through either a prospective third party to assume the lease arrangement or after-market selling channels. The Company considered the nature of the long-lived assets not placed in service, current market conditions, information obtained from after-market selling channels and appraisals, actual sales that have occurred subsequent to year-end, and estimated costs to sell, in determining the fair value of these assets to be $ 5.8 million as of December 31, 2022. The resulting impairment charge of $15.9 million was recorded to impairments and restructuring charges for the year ended December 31, 2022. Rockville, Maryland assets held for sale As of December 31, 2022, the following assets and liabilities related to the Rockville, Maryland manufacturing facility are classified as held for sale at their fair value less cost to sell and are presented as held for sale in the Company’s consolidated balance sheet as of December 31, 2022: Assets As of December 31, 2022 Right-of-use assets, operating leases included in assets held for sale $ 17,463 Assets not placed in service 5,824 Total $ 23,287 Liabilities Operating lease liabilities related to assets held for sale $ 28,611 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subs equent Events 2023 Restructuring On January 5, 2023, the Company announced a reprioritization of the Company’s clinical and research priorities and a corresponding reduction in workforce and adjustment to the Company’s manufacturing network, designed to reduce costs and reallocate resources while maintaining the personnel needed to support the Company’s key programs and refocused pipeline. The 2023 restructuring reduced the Company’s workforce by approximately 40 %, and the reductions in personnel were substantially completed at the end of January 2023. The Company estimates that it will incur aggregate pre-tax charges of approximately $ 3.0 million in connection with the 2023 restructuring, which includes one-time employee severance and termination payments and other disposal and other charges. The Company has incurred $ 2.4 million through the first quarter of 2023. The Company anticipates that these one-time charges will be completed in the third quarter of 2023. During January 2023, the Company notified ElevateBio that it was terminating the agreement. The agreement provides for a three-month notice period and a $ 10.0 million payment upon termination. The agreement will terminate in April 2023. Silicon Valley Bank Exposure As of March 23, 2023, the Company had less than $ 0.1 million of unrestricted cash, cash equivalents and investments and approximately $ 1.2 million of restricted cash as certificates of deposits related to facility leases held at Silicon Valley Bank. On March 13, 2023, the Federal Deposit Insurance Corporation ("FDIC") stated it has transferred all of the deposits, both insured and uninsured, and substantially all of the assets of Silicon Valley Bank to the Silicon Valley Bridge Bank, N.A., a bridge bank that will be operated by the FDIC. The Proposed Transaction with Adaptimmune On March 5, 2023, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Adaptimmune Therapeutics plc, a public limited company incorporated in England and Wales ("Adaptimmune") and CM Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Adaptimmune ("Merger Sub"), pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Adaptimmune. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the Company's common stock, par value $ 0.0001 per share (the “TCR 2 Common Stock") (other than shares of TCR 2 Common Stock held by TCR 2 as treasury stock, or shares of TCR 2 Common Stock owned by Adaptimmune, Merger Sub or any direct or indirect wholly-owned subsidiaries of Adaptimmune), including shares of the Company's Common Stock underlying the Company's restricted stock units that vest upon a change of control, will be converted into the right to receive 1.5117 (the “Exchange Ratio”) Adaptimmune American Depositary Shares (“Adaptimmune ADSs”). Each option to acquire shares of the Company's Common Stock that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, will be assumed and substituted for an option to purchase a number of Adaptimmune ordinary shares or Adaptimmune ADSs, as determined by Adaptimmune, based on a calculation equal to the product of (i) the total number of shares of the Company's Common Stock subject to such of the Company's option immediately prior to the Effective Time multiplied by (ii) six times the Exchange Ratio (the “Ordinary Share Exchange Ratio”). Each award of restricted stock units with respect to shares of TCR 2 Common Stock (other than restricted stock units that vest upon a change of control) will be assumed and substituted for a restricted stock unit-style option to purchase a number of Adaptimmune ordinary shares or Adaptimmune ADSs, as determined by Adaptimmune, based on a calculation equal to the product of (i) the total number of shares of TCR 2 Common Stock subject to such TCR 2 restricted stock unit and (ii) the Ordinary Share Exchange Ratio. The Merger Agreement contains customary representations, warranties and covenants given by Adaptimmune, the Company and Merger Sub. The Merger Agreement also contains customary pre-closing covenants, including covenants by each of the parties relating to conduct of their respective business prior to the closing of the Merger. In addition, the parties have agreed to use their respective reasonable best efforts to take all actions necessary, proper or advisable to complete the Merger and the other transactions contemplated by the Merger Agreement as promptly as practicable, including making any required regulatory filings with respect to the Merger, except that Adaptimmune is not required to divest any assets or businesses of the Company, Adaptimmune or any of their respective affiliates and subsidiaries. The Merger Agreement also provides that, from the earlier of the Effective Time of the Merger and termination of the Merger Agreement, each of Adaptimmune and the Company is subject to certain restrictions on its ability to solicit acquisition proposals from third parties, to provide information to third parties and to engage in discussions with third parties regarding acquisition proposals, subject to customary exceptions. In addition, the board of directors of each of Adaptimmune and the Company are required to recommend that their respective shareholders or stockholders vote in favor of the Merger, subject to exceptions for superior proposals and other situations where failure to effect a recommendation change would be inconsistent with such board’s fiduciary duties. Consummation of the Merger is subject to various conditions, including, among others, (i) approval of the Merger Agreement and Merger by the Company’s stockholders, (ii) Adaptimmune’s shareholders authorizing Adaptimmune’s board of directors (or a duly authorized committee thereof) to allot all Adaptimmune ordinary shares to be issued in connection with the Merger (to be represented by Adaptimmune ADSs), (iii) the absence of any law or order prohibiting consummation of the Merger, (iv) Adaptimmune’s Registration Statement on Form S-4 (to be issued in connection with the Merger) having been declared effective, (v) the Adaptimmune ADSs issuable to the Company's stockholders having been authorized for listing on Nasdaq, (vi) accuracy of the other party’s representations and warranties (subject to certain materiality standards set forth in the Merger Agreement), (vii) compliance by the other party in all material respects with such other party’s obligations under the Merger Agreement; (viii) the absence of a material adverse effect on the other party since March 5, 2023, (ix) satisfaction of certain regulatory clearances and (x) certain contingent liabilities of the Company being less than $ 10 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of consolidation and basis of presentation | Principles of consolidation and basis of presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (GAAP). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB). |
Financial statement presentation | Financial statement presentation Certain reclassifications have been made to prior periods to conform with the current period presentation. On the consolidated statement of operations, the Company reclassified amounts for impairments and restructuring charges for the year ended December 31, 2021 from research and development expenses to a separate financial statement line item within operating expenses to conform to current period presentation of impairments and restructuring charges. |
Use of estimates | Use of estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the measurement of right-of-use assets and lease liabilities and held for sale assets and liabilities, accrued expenses related to research and development activities, 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 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 December 31, 2022 , the Company had 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 vendors' 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. |
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 December 31, 2022 and 2021 , cash equivalents consisted of U.S treasuries, corporate bonds and government-backed money market funds. |
Investments | Investments As of December 31, 2022, 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 the statement of operations. 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. |
Fair value of financial instruments | Fair value of financial instruments As of December 31, 2022 and 2021 , the Company’s financial instruments consist of money market funds, commercial paper, agency and corporate bonds and asset-backed securities 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. |
Property and equipment | Property and equipment Property and equipment are recorded at cost. Depreciation and amortization are determined using the straight-line method over the estimated useful lives. Expenditures for maintenance and repairs are expensed as incurred while renewals and betterments are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations. Estimated Useful Lives Laboratory equipment 5 years Computer hardware and equipment 3 years Furniture and fixtures 5 - 7 years Leasehold improvements Lesser of lease term or estimated useful life. |
Assets not placed in service | Assets not placed in service Assets not placed in service include direct costs related to the acquisition of property including leasehold improvements, and primarily relate to the Rockville manufacturing facility. Such costs are not depreciated until the asset is completed and placed into service. As of December 31, 2022, the Rockville, Maryland manufacturing facility, including corresponding right-of-use assets, property and equipment, and assets not placed in service, met the criteria to be presented as assets held for sale. As a result, these assets have been removed from their respective categories on the balance sheet as of December 31, 2022 and have been presented separately in the current asset section of the balance sheet. See Note 13 for further information. |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets classified as held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated. Impairment charges are recognized at the amount by which the carrying amount of an asset exceeds the fair value of the asset. A long-lived asset or disposal group classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell. An impairment loss is recognized for any initial or subsequent write-down to fair value less cost to sell. A gain is recognized for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously recognized for the long-lived asset or disposal group. Impairment charges are presented in the statements of operations in a separate line item within operating expenses with other restructuring charges recognized during the respective periods. During the year ended December 31, 2022, the Company recognized an impairment charge for the write-down of long-lived assets classified as held for sale related to right-of-use assets, construction-in-progress assets and personal property assets of $ 28.5 million. In addition, during the year ended December 31, 2022, the Company incurred other impairment and restructuring charges of $ 1.9 million consisting of the write-down of certain laboratory equipment, the write-down of a right-of-use asset currently being held and used, and restructuring expenses related to the wind down of UK operations. During the year ended December 31, 2021, the Company recognized a charge for impairment of long-lived assets and restructuring expenses related to the wind down of the UK manufacturing operations. See Note 13 for further information. |
Restricted cash | Restricted cash Cash accounts that are restricted as to withdrawal or usage are presented as restricted cash in the Company's balance sheets. Restricted cash includes amounts held as a security deposit in the form of a letter of credit for the Company’s leased facilities. |
Deferred offering costs | Deferred offering costs The Company capitalizes costs that are directly associated with in-process equity financings until such financings are consummated at which time such costs are recorded against the gross proceeds of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations. |
Assets held for sale | Assets held for sale The Company records assets and corresponding liabilities as held for sale that meet the criteria outlined for this designation in ASC 360, Property, Plant, and Equipment . A long-lived asset or disposal group classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell. Assets and liabilities held for sale are included in a separate financial statement line item in the balance sheets for the periods they meet this designation. |
Stock-based compensation | Stock-based compensation The Company measures employee 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. Predominately, the Company issues awards with only service-based vesting conditions. Occasionally, the Company issues awards with performance obligations. The Company recognizes stock-based compensation for performance awards during the performance period based on expected performance at the end of the performance period. The Company accounts for forfeitures as they occur. The Company measures the fair value of stock-based awards granted to non-employees on the date at which the related service is complete. Compensation expense is recognized over the period during which services are rendered by such non-employee consultants until completed. 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 value of its stock price as quoted on the Nasdaq Global Select Market to determine fair value of the Company’s common stock. The Company uses the Black-Scholes option pricing model to value its stock option awards and warrants. The assumptions used in calculating the fair value of stock-based awards represent management’s estimates and involve inherent uncertainties and the application of management’s judgment. 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 | 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 expenses Research and development costs are expensed as incurred and consist primarily of funds 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 will be 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. Dilutive shares of common stock are not assumed to have been issued if their effect is anti-dilutive. Accordingly, 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 December 31, 2022 and 2021, as they would be antidilutive: As of December 31, 2022 2021 Stock options outstanding 3,354,632 6,181,335 Common stock warrants 203,676 203,676 Unvested restricted stock units 1,470,889 66,000 Employee stock purchase plan 59,334 24,513 Total 5,088,531 6,475,524 |
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 December 31, 2022 and 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 consolidated balance sheets to the total of the same such amounts shown in the consolidated statements of cash flows for the years ended December 31, 2022 and 2021. As of December 31, 2022 2021 Cash and cash equivalents $ 32,746 $ 222,564 Restricted cash 1,152 1,156 Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 33,898 $ 223,720 |
Segment information | Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one consolidated operating segment. |
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 opts 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Estimated Useful Lives of Property and Equipment | Property and equipment are recorded at cost. Depreciation and amortization are determined using the straight-line method over the estimated useful lives. Expenditures for maintenance and repairs are expensed as incurred while renewals and betterments are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations. Estimated Useful Lives Laboratory equipment 5 years Computer hardware and equipment 3 years Furniture and fixtures 5 - 7 years Leasehold improvements Lesser of lease term or estimated useful life. |
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 December 31, 2022 and 2021, as they would be antidilutive: As of December 31, 2022 2021 Stock options outstanding 3,354,632 6,181,335 Common stock warrants 203,676 203,676 Unvested restricted stock units 1,470,889 66,000 Employee stock purchase plan 59,334 24,513 Total 5,088,531 6,475,524 |
Schedule of Restricted Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the total of the same such amounts shown in the consolidated statements of cash flows for the years ended December 31, 2022 and 2021. As of December 31, 2022 2021 Cash and cash equivalents $ 32,746 $ 222,564 Restricted cash 1,152 1,156 Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 33,898 $ 223,720 |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value And Debt Securities Available For Sale [Abstract] | |
Summary of Amortized Cost and Fair Values of Investment Securities Available-for-sale | As of December 31, 2022, investments were comprised of the following: Amortized Unrealized Unrealized Fair U.S. Treasury securities $ 116,878 $ - $ ( 445 ) $ 116,433 As of December 31, 2021, investments were comprised of the following: Amortized Unrealized Unrealized Fair Corporate bonds $ 33,048 $ - $ ( 11 ) $ 33,037 U.S. Treasury securities 9,994 - ( 2 ) 9,992 Total $ 43,042 $ - $ ( 13 ) $ 43,029 |
Summary of Classified Assets Measured at Fair Value on a Recurred Basis | The Company has classified assets measured at fair value on a recurring basis as follows as of December 31, 2022: Fair Value Measurement Based on Amortized Quoted Significant Significant Cost Fair Value (Level 1) (Level 2) (Level 3) Cash equivalents (1) $ 30,820 $ 30,820 $ 30,820 $ - $ - U.S. Treasury securities 116,878 116,433 - 116,433 - Total $ 147,698 $ 147,253 $ 30,820 $ 116,433 $ - (1) Includes cash sweep accounts, U.S. Treasury money market mutual fund, bank certificates of deposit and U.S. Treasury bills that have a maturity of three months or less from the original acquisition date. The Company has classified assets measured at fair value on a recurring basis as follows as of December 31, 2021: Fair Value Measurement Based on Amortized Quoted Significant Significant Cost Fair Value (Level 1) (Level 2) (Level 3) Cash equivalents (1) $ 219,162 $ 219,162 $ 219,162 $ - $ - Corporate bonds 33,048 33,037 - 33,037 - U.S. Treasury securities 9,994 9,992 - 9,992 - Total $ 262,204 $ 262,191 $ 219,162 $ 43,029 $ - (1) Includes cash sweep accounts, U.S. Treasury money market mutual fund, bank certificates of deposit and U.S. Treasury bills that have a maturity of three months or less from the original acquisition date. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net, consisted of: As of December 31, 2022 December 31, 2021 Laboratory equipment $ 10,580 $ 13,115 Computer hardware and equipment - 54 Furniture and fixtures 326 376 Leasehold improvements 476 551 Assets not placed in service 887 7,592 12,269 21,688 Less: accumulated depreciation ( 6,103 ) ( 4,613 ) $ 6,166 $ 17,075 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of: As of December 31, 2022 December 31, 2021 Employee compensation and related benefits $ 4,858 $ 4,631 Professional fees 533 413 Contract manufacturing organization fees 873 1,261 Contract research organization fees 3,725 2,810 Property received not yet invoiced 9 748 Accrued restructuring charges - 2,401 Other 825 830 $ 10,823 $ 13,094 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Related Right of Use Assets and Lease Liabilities | Right-of-use assets and lease liabilities as of December 31, 2022 and 2021, were as follows: December 31, December 31, Assets: Right-of-use assets, operating leases $ 22,510 $ 28,283 Right-of-use assets, operating leases included in assets held for sale 17,463 - $ 39,973 $ 28,283 Liabilities Operating lease liabilities $ 21,834 $ 3,367 Operating lease liabilities, non-current 3,316 22,996 Operating lease liabilities related to assets held for sale 28,611 - Total lease liabilities $ 53,761 $ 26,363 |
Schedule of Components of Lease Costs | The components of the lease costs for the year ended December 31, 2022 and 2021 were as follows: December 31, December 31, Operating lease costs $ 23,181 $ 8,031 Short-term lease costs 688 548 Variable lease costs 5,828 5,937 Total lease costs $ 29,697 $ 14,516 |
Schedule of Weighted Average Remaining Lease Term and Discount Rate | Weighted average remaining lease term and discount rate as of December 31, 2022 were as follows: December 31, Weighted-average remaining lease term (in years) Operating leases 1.3 Weighted-average discount rate: Operating leases 15.3 % |
Schedule of Future Minimum Lease Payments Under for Operating Leases | The following table presents future minimum lease payments under for operating leases as of December 31, 2022: December 31, 2022 2023 $ 23,859 2024 2,538 2025 1,054 Total minimum payments required 27,451 Less amounts representing imputed interest ( 2,301 ) Present value of lease liabilities $ 25,150 The table above does not include future minimum lease payments for the Rockville, Maryland facility due to its reclassification as held for sale as of December 31, 2022. The operating lease liabilities for the Rockville, Maryland facility have been presented separately on the balance sheet as operating lease liabilities related to assets held for sale, and the liabilities are expected to be transferred to a third party assuming the lease arrangement within a year. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The Company recorded stock-based compensation expense in the following expense categories of its accompanying consolidated statements of operations: For the Years Ended December 31, 2022 2021 Research and development $ 4,715 $ 5,592 General and administrative 6,665 6,673 $ 11,380 $ 12,265 |
Schedule of Stock Option Activity | The following table summarizes the activity related to stock option grants to employees and non-employees for the years ended December 31, 2022 and 2021: Shares Weighted Weighted Balance as of January 1, 2021 5,011,349 $ 14.99 8.4 Granted 2,094,554 $ 9.32 Exercised ( 371,636 ) $ 2.55 Forfeited ( 552,932 ) $ 21.63 Balance as of December 31, 2021 6,181,335 $ 13.31 6.1 Granted 1,809,185 $ 1.90 Exercised ( 49,581 ) $ 0.74 Options cancelled in exchange for RSUs from tender offer ( 2,553,598 ) $ 19.24 Forfeited ( 1,492,045 ) $ 12.95 Balance as of December 31, 2022 3,895,296 $ 4.43 8.3 Exercisable as of December 31, 2022 1,111,691 $ 6.46 5.5 Vested and expected to vest as of December 31, 2022 3,895,296 $ 4.43 |
Schedule of Weighted-Average Assumptions | For the years ended December 31, 2022 and 2021, 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 Years Ended December 31, 2022 2021 Risk-free interest rate 3.2 % 1.2 % Expected term (in years) 2.9 6.1 Expected volatility 72.8 % 70.2 % Annual dividend yield 0 % 0 % Fair value of common stock $ 1.22 $ 9.42 |
Schedule Of Restricted stock units | The following table summarizes the activity related to restricted stock unit grants to employees and non-employees for the twelve months ended December 31, 2022 Restricted Stock Units Weighted Average Price Per Share Balance as of January 1, 2021 - $ - Granted 66,000 $ 4.80 Vested - $ - Forfeited - $ - Balance as of December 31, 2021 66,000 $ 4.80 Granted 1,269,269 $ 2.34 RSUs granted in exchange for options cancelled from tender offer 751,532 $ 1.33 Vested ( 548,973 ) $ 2.44 Forfeited ( 66,939 ) $ 3.28 Balance as of December 31, 2022 1,470,889 $ 2.22 |
Income Tax Expense (Tables)
Income Tax Expense (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Income Tax Expense | Income (loss) before income tax expense for the years ended December 31, 2022 and 2021 consisted of the following: For the Years Ended December 31, 2022 2021 United States $ ( 151,742 ) $ ( 100,607 ) Foreign 181 1,089 Loss before income taxes $ ( 151,561 ) $ ( 99,518 ) |
Components of Income Tax Expense | The income tax expense for the years ended December 31, 2022 and 2021 consisted of the following components: For the Years Ended December 31, 2022 2021 Current tax State $ 22 $ 17 Foreign 532 181 Total current tax 554 198 Deferred tax Foreign ( 293 ) 91 Total deferred tax ( 293 ) 91 Income tax expense $ 261 $ 289 |
Components of Net Deferred Income Tax Assets (Liabilities) | The components of net deferred income tax assets (liabilities) as of December 31, 2022 and 2021 are as follows: As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 79,503 $ 59,771 Research and development credits 14,754 10,574 Equity-based compensation 2,492 1,810 Capitalized costs 25,040 5,029 Operating lease liabilities 6,754 7,124 Accrued expenses and other temporary differences 2,196 921 Fixed assets 146 - Total deferred tax assets 130,885 85,229 Deferred tax liabilities: Fixed assets - ( 489 ) Right-of-use assets, operating leases ( 6,045 ) ( 7,643 ) Total deferred tax liabilities ( 6,045 ) ( 8,132 ) Less: valuation allowance ( 124,840 ) ( 77,391 ) Total net deferred tax assets (liabilities) $ - $ ( 294 ) |
Reconciliation of Income Tax Expense at Statutory Federal Income Tax Rate and Income Taxes | A reconciliation of income tax expense at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows: As of December 31, 2022 2021 Statutory Federal income tax rate 21.0 % 21.0 % State income tax, net of federal benefit 5.6 % 5.1 % Stock compensation - 1.1 % - 3.1 % Permanent differences 0.0 % - 0.2 % Research and development credit benefit 2.8 % 2.7 % Other - 0.1 % 0.0 % Change in valuation allowance - 28.4 % - 25.8 % Effective income tax rate - 0.2 % - 0.3 % |
Impairments and Restructuring_2
Impairments and Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs | During the twelve months ended December 31, 2022 and 2021, the Company incurred the following expenses associated with these restructuring activities which are included in impairments and restructuring charges on the statements of operations. For the Twelve Months Ended December 31, 2022 and 2021 Severance and Related Costs Lease and Other costs Asset Impairment Costs Total For the twelve months ended December 31, 2022 $ 306 $ 228 $ - $ 534 For the twelve months ended December 31, 2021 885 2,217 559 3,661 Accrued restructuring expenses Balances related to this restructuring included in accrued expenses on the balance sheet are as follows: Accrued Expenses Severance and Related Costs Lease and Other costs Total Balance as of January 1, 2021 $ - $ - $ - Expenses 885 2,217 3,102 Cash payments ( 701 ) - ( 701 ) Balance as of December 31, 2021 184 2,217 2,401 Expenses 306 285 591 Adjustment of expenses - ( 57 ) ( 57 ) Cash payments ( 490 ) ( 2,445 ) ( 2,935 ) Balance as of December 31, 2022 $ - $ - $ - |
Impaired charge of Long-lived assets | An impairment charge was recognized as of December 31, 2022 in order to write-down these Rockville, Maryland manufacturing facility long-lived assets to fair value less costs to sell, as follows: As of December 31, 2022 Asset Carrying Value Fair Value Less Costs to Sell Impairment Amount Right-of-use assets, operating leases $ 30,007 $ 17,463 $ 12,544 Assets not placed in service 21,760 5,824 15,936 Laboratory equipment 888 - 888 Total impairment charge $ 29,368 |
Schedule of Assets held for sale | As of December 31, 2022, the following assets and liabilities related to the Rockville, Maryland manufacturing facility are classified as held for sale at their fair value less cost to sell and are presented as held for sale in the Company’s consolidated balance sheet as of December 31, 2022: Assets As of December 31, 2022 Right-of-use assets, operating leases included in assets held for sale $ 17,463 Assets not placed in service 5,824 Total $ 23,287 Liabilities Operating lease liabilities related to assets held for sale $ 28,611 |
Organization and Description _2
Organization and Description of Business - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Mar. 22, 2022 USD ($) | Jan. 22, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | |
Subsidiary Sale Of Stock [Line Items] | ||||
Converted into ADS | 1.5117 | |||
Number of Adaptimune share | shares | 6 | |||
Issuance of common stock, net of issuance costs | $ 300,000 | $ 131,330 | ||
ATM Program [Member] | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Issuance of common stock, net of issuance costs | $ 100,000 | |||
Equity Offering | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Shares sold during initial public offering (shares) | shares | 4,590,164 | |||
Share price (USD per share) | $ / shares | $ 30.50 | |||
Proceeds from issuance of common stock after underwriting discounts and commissions and estimated offering expenses | $ 131,300 | |||
Underwriting discounts, commissions and estimated offering expenses | $ 8,700 |
Liquidity - Narrative (Details)
Liquidity - Narrative (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash, cash equivalents and investments | $ 149.2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Laboratory Equipment | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Estimated Useful Lives | 5 years |
Computer Hardware and Equipment | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Estimated Useful Lives | 3 years |
Furniture and Fixtures | Minimum | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Estimated Useful Lives | 5 years |
Furniture and Fixtures | Maximum | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Estimated Useful Lives | 7 years |
Leasehold Improvements | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Estimated Useful Lives | Lesser of lease term or estimated useful life. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) Vote shares | Dec. 31, 2021 USD ($) shares | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Impairment of long-lived assets | $ 28,500 | |
Other Impairment and Restructuring Charges | $ 1,900 | |
Votes per each common stock share | Vote | 1 | |
Preferred stock, shares issued (shares) | shares | 0 | 0 |
Operating Lease, Assets | $ 39,973 | $ 28,283 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Dilutive Securities Not Included in Diluted Per Share Calculations (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 5,088,531 | 6,475,524 |
Stock options outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 3,354,632 | 6,181,335 |
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) | 59,334 | 24,513 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 1,470,889 | 66,000 |
Summary of Significant Accoun_7
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 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 32,746 | $ 222,564 | |
Restricted cash | 1,152 | 1,156 | |
Cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 33,898 | $ 223,720 | $ 94,738 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of cumulative effect on consolidated balance sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets [Abstract] | ||
Prepaid expenses and other current assets | $ 5,155 | $ 10,534 |
Right-of-use assets, operating leases | 22,510 | 28,283 |
Total assets | 208,236 | 323,371 |
Liabilities and Equity [Abstract] | ||
Accrued expenses and other current liabilities | 10,823 | 13,094 |
Operating lease liabilities | 21,834 | 3,367 |
Operating lease liabilities, non-current | 3,316 | 22,996 |
Total liabilities and stockholders’ equity | $ 208,236 | $ 323,371 |
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 43,042 | |
Unrealized Gains | 0 | |
Unrealized Losses | (13) | |
Fair Value | 43,029 | |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 33,048 | |
Unrealized Gains | 0 | |
Unrealized Losses | (11) | |
Fair Value | 33,037 | |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 116,878 | 9,994 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (445) | (2) |
Fair Value | $ 116,433 | $ 9,992 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Summary of Classified Assets Measured at Fair Value on a Recurred Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Cash and cash equivalents | $ 32,746 | $ 222,564 | |||
Available-for-sale securities, amortized cost | 43,042 | ||||
Fair Value | 43,029 | ||||
U.S. Treasury securities | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Available-for-sale securities, amortized cost | 116,878 | 9,994 | |||
Fair Value | 116,433 | 9,992 | |||
Fair Value, Recurring | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Cash and cash equivalents | [1] | 30,820 | 219,162 | ||
Cash equivalents, fair value | [1] | 30,820 | 219,162 | ||
Available-for-sale securities, amortized cost | 147,698 | 262,204 | |||
Available-for-sale securities, fair value | 147,253 | 262,191 | |||
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] | 30,820 | 219,162 | ||
Available-for-sale securities, fair value | 30,820 | 219,162 | |||
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 | 0 | [1] | 0 | [2] | |
Available-for-sale securities, fair value | 116,433 | 43,029 | |||
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 | 0 | [1] | 0 | [2] | |
Available-for-sale securities, fair value | 0 | 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 | 33,048 | ||||
Fair Value | 33,037 | ||||
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 | ||||
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 | 33,037 | ||||
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 | ||||
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 | 116,878 | 9,994 | |||
Fair Value | 116,433 | 9,992 | |||
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 | 0 | 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 | 116,433 | 9,992 | |||
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] Includes cash sweep accounts, U.S. Treasury money market mutual fund, bank certificates of deposit and U.S. Treasury bills that have a maturity of three months or less from the original acquisition date. Includes cash sweep accounts, U.S. Treasury money market mutual fund, bank certificates of deposit and U.S. Treasury bills that have a maturity of three months or less from the original acquisition date. |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 12,269 | $ 21,688 |
Less: accumulated depreciation | (6,103) | (4,613) |
Property and equipment, net | 6,166 | 17,075 |
Laboratory equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 10,580 | 13,115 |
Computer hardware and equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 0 | 54 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 326 | 376 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 476 | 551 |
Assets Not Placed In Service | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 887 | $ 7,592 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,645 | $ 2,827 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Employee compensation and related benefits | $ 4,858 | $ 4,631 |
Professional fees | 533 | 413 |
Contract manufacturing organization fees | 873 | 1,261 |
Contract research organization fees | 3,725 | 2,810 |
Property received not yet invoiced | 9 | 748 |
Accrued restructuring charges | 0 | 2,401 |
Other | 825 | 830 |
Accrued expenses and other current liabilities | $ 10,823 | $ 13,094 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other Commitments [Line Items] | ||
Royalty payments, percentage of license income | 1% | 1% |
Royalty agreement value | $ 0 | $ 0 |
Royalties paid | 0 | 0 |
Accrued liabilities | 0 | 0 |
Intellectual License Income | ||
Other Commitments [Line Items] | ||
Revenue | $ 0 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 | Mar. 31, 2021 | Nov. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2018 | Apr. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||||||||||
Lease facility expiration date | 2036-06 | 2024-01 | 2024-08 | 2025-07 | ||||||
Initial term | 15 years | |||||||||
Restricted Cash | $ 600 | $ 200 | $ 100 | $ 300 | $ 11,800 | |||||
Right-of-use assets, operating leases | $ 28,283 | $ 22,510 | $ 28,283 | |||||||
Variable lease costs | $ 1,500 | $ 5,828 | 5,937 | |||||||
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 | |||||||||
Waltham Massachusetts [Member] | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Right-of-use assets, operating leases | $ 29,200 | |||||||||
Elevate Bio | Subsequent Event [Member] | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Notice period | 3 months | |||||||||
Payment upon termination | $ 10,000 | |||||||||
Rockville Maryland [Member] | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Variable lease costs | $ 1,501 | |||||||||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true |
Leases - Schedule of Leases Rel
Leases - Schedule of Leases Related Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets [Abstract] | ||
Right-of-use assets, operating leases | $ 22,510 | $ 28,283 |
Right-of-use assets, operating leases included in assets held for sale | 17,463 | 0 |
Total lease assets | 39,973 | 28,283 |
Liabilities [Abstract] | ||
Operating lease liabilities | 21,834 | 3,367 |
Operating lease liabilities, non-current | 3,316 | 22,996 |
Operating lease liabilities related to assets held for sale | 28,611 | 0 |
Total lease liabilities | $ 53,761 | $ 26,363 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Costs (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease costs | $ 23,181 | $ 8,031 | |
Short-term lease costs | 688 | 548 | |
Variable lease costs | $ 1,500 | 5,828 | 5,937 |
Lease, Cost, Total | $ 29,697 | $ 14,516 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2022 |
Leases [Abstract] | |
Operating leases, Weighted-average remaining lease term (in years) | 1 year 3 months 18 days |
Operating leases, Weighted-average discount rate | 15.30% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payment Under for Operating Lease (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 23,859 |
2024 | 2,538 |
2025 | 1,054 |
Total minimum payments required | 27,451 |
Less amounts representing imputed interest | (2,301) |
Present value of lease liabilities | $ 25,150 |
401(k) Savings Plan - Narrative
401(k) Savings Plan - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
401(k) Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Expense relating to the matching contribution under 401(k) plan | $ 633 | $ 376 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 11, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Unrecognized compensation costs | $ 5,300,000 | |||
Unrecognized compensation cost, period of recognition | 2 years 8 months 12 days | |||
Aggregate intrinsic value of options outstanding and options exercisable | $ 108,000 | |||
Aggregate intrinsic values of options exercised | $ 93,000 | |||
Annual dividend yield | 0% | 0% | ||
ESPP shares issued (in shares) | 98,591 | 17,889 | ||
Restricted Stock Units, Granted | 10 | |||
Options granted (in shares) | 1,809,185 | 2,094,554 | ||
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% | |||
Stock purchase offering period | 6 months | |||
Maximum stock purchase value per employee, percent of eligible compensation | 15% | |||
Maximum stock purchase value per employee | $ 25,000 | |||
Common stock warrants | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Term of options | 10 years | |||
Initial exercise price of warrants | $ 0.74 | |||
Warrants outstanding (in shares) | 203,676 | 203,676 | ||
Warrants granted (in shares) | 0 | 0 | ||
Warrants forfeited (in shares) | 0 | 0 | ||
Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available for issuance (in shares) | 0 | |||
Unrecognized compensation costs | $ 2,500 | |||
Unrecognized compensation cost, period of recognition | 2 years 8 months 12 days | |||
Performance Shares [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options granted (in shares) | 373,255 | |||
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) | 2,805,240 | |||
2018 Stock Option and Incentive Plan | Stock options outstanding | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares available for issuance as a percentage of outstanding shares, maximum | 4% | |||
Number of shares authorized (in shares) | 7,057,244 | |||
Term of options | 10 years | |||
2022 Inducement Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 1,400,000 | 1,400,000 | ||
Number of shares available for issuance (in shares) | 851,319 | |||
Award vesting period | 4 years | |||
2022 Inducement Plan | Employee stock purchase plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Term of options | 10 years |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 11,380 | $ 12,265 |
Research and Development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 4,715 | 5,592 |
General and Administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 6,665 | $ 6,673 |
Stock-based Compensation - St_2
Stock-based Compensation - Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options outstanding, beginning balance (in shares) | 6,181,335 | 5,011,349 | |
Options granted (in shares) | 1,809,185 | 2,094,554 | |
Options exercised (in shares) | (49,581) | (371,636) | |
RSUs granted in exchange for options cancelled from tender offer | (2,553,598) | ||
Options forfeited (in shares) | (1,492,045) | (552,932) | |
Options outstanding, ending balance (in shares) | 3,895,296 | 6,181,335 | 5,011,349 |
Options exercisable (in shares) | 1,111,691 | ||
Options vested and expected to vest (in shares) | 3,895,296 | ||
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) | $ 13.31 | $ 14.99 | |
Options granted, weighted average exercise price per share (in dollars per share) | 1.90 | 9.32 | |
Options exercised, weighted average exercise price per share (in dollars per share) | 0.74 | 2.55 | |
RSUs granted in exchange for options cancelled from tender offer, Weight average exercise price per share | 19.24 | ||
Options forfeited, weighted average exercise price per share (in dollars per share) | 12.95 | 21.63 | |
Weighted Average Price Per Share. Ending Balance | 4.43 | $ 13.31 | $ 14.99 |
Options exercisable, weighted average exercise price per share, ending balance (in dollars per share) | 6.46 | ||
Options vested and expected to vest, weighted average exercise price per share, ending balance (in dollars per share) | $ 4.43 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options outstanding, weighted average remaining contractual life (in years) | 8 years 3 months 18 days | 6 years 1 month 6 days | 8 years 4 months 24 days |
Options exercisable, weighted average remaining contractual life (in years) | 5 years 6 months |
Stock-based Compensation - St_3
Stock-based Compensation - Stock Options Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 3.20% | 1.20% |
Expected term (in years) | 2 years 10 months 24 days | 6 years 1 month 6 days |
Expected volatility | 72.80% | 70.20% |
Annual dividend yield | 0% | 0% |
Fair value of common stock | $ 1.22 | $ 9.42 |
Stock-based Compensation- Stock
Stock-based Compensation- Stock Options Unit (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Options outstanding, beginning balance (in shares) | 6,181,335 | 5,011,349 |
Options outstanding, ending balance (in shares) | 3,895,296 | 6,181,335 |
Weighted Average Price Per Share. Ending Balance | $ 4.43 | $ 13.31 |
Restricted Stock [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Options outstanding, beginning balance (in shares) | 66,000 | |
Forfeited | 66,939 | |
Granted | 1,269,269 | 66,000 |
Vested | 548,973 | |
RSUs granted in exchange for options cancelled from tender offer | 751,532 | |
Options outstanding, ending balance (in shares) | 1,470,889 | 66,000 |
Weighted Average Price Per Share, Granted | $ 2.34 | $ 4.80 |
Weighted Average Price Per Share, Vested | 2.44 | |
Weighted Average Price Per Share, Forfeited | 3.28 | |
RSUs granted in exchange for options cancelled from tender offer, weighted per shre | 1.33 | |
Weighted Average Price Per Share. Ending Balance | $ 2.22 | $ 4.80 |
Income Tax Expense - Components
Income Tax Expense - Components of Loss Before Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (151,742) | $ (100,607) |
Foreign | 181 | 1,089 |
Loss before income tax expense | $ (151,561) | $ (99,518) |
Income Tax Expense - Componen_2
Income Tax Expense - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax | ||
State | $ 22 | $ 17 |
Foreign | 532 | 181 |
Total current tax | 554 | 198 |
Deferred tax | ||
Foreign | (293) | 91 |
Total deferred Tax | (293) | 91 |
Income tax expense | $ 261 | $ 289 |
Income Tax Expense - Narrative
Income Tax Expense - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Line Items] | ||
Valuation allowance | $ 124,840 | $ 77,391 |
Unrecognized tax benefits | $ 0 | 0 |
Internal Revenue Service (IRS) | ||
Income Tax Disclosure [Line Items] | ||
Ownership change pursuant to section 382 of IRS, description | an ownership change occurs when the stock ownership of a 5% stockholder increases by more than 50% over a three-year testing period. | |
Federal | ||
Income Tax Disclosure [Line Items] | ||
Cumulative net operating loss carryforwards | $ 4,100 | |
Federal net operating losses carryforward indefinitely | $ 272,000 | |
Operating loss carry forwards expiration year | 2035 | |
Tax credit carryforwards expiration year | 2035 | |
Cumulative tax credit forward | $ 11,700 | |
Valuation allowance increased | 47,400 | $ 25,700 |
State | ||
Income Tax Disclosure [Line Items] | ||
Cumulative net operating loss carryforwards | $ 269,500 | |
Operating loss carry forwards expiration year | 2035 | |
Tax credit carryforwards expiration year | 2031 | |
Cumulative tax credit forward | $ 3,900 |
Income Tax Expense - Componen_3
Income Tax Expense - Components of Net Deferred Income Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 79,503 | $ 59,771 |
Research and development credits | 14,754 | 10,574 |
Equity-based compensation | 2,492 | 1,810 |
Capitalized costs | 25,040 | 5,029 |
Operating lease liabilities | 6,754 | 7,124 |
Accrued expenses and other | 2,196 | 921 |
Total deferred tax assets | 130,885 | 85,229 |
Fixed assets | 146 | 0 |
Right-of-use assets, operating leases | (6,045) | (7,643) |
Fixed asset | (489) | |
Total deferred tax liabilities | (6,045) | (8,132) |
Less: valuation allowance | (124,840) | (77,391) |
Total net deferred tax assets (liabilities) | $ 0 | $ (294) |
Income Tax Expense - Reconcilia
Income Tax Expense - Reconciliation of Income Tax Expense at Statutory Federal Income Tax Rate and Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory Federal income tax rate | 21% | 21% |
State income tax, net of federal benefit | 5.60% | 5.10% |
Stock compensation | (1.10%) | (3.10%) |
Permanent differences | 0% | (0.20%) |
Research and development credit benefit | 2.80% | 2.70% |
Other | (0.10%) | 0% |
Change in valuation allowance | (28.40%) | (25.80%) |
Effective income tax rate | (0.20%) | (0.30%) |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - Elevate Bio - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Member] | |||
Related Party Transaction [Line Items] | |||
Notice period | 3 months | ||
Payment upon termination | $ 10 | ||
Dr Ansbert Gadicke | Director | |||
Related Party Transaction [Line Items] | |||
Related party transaction, expenses from transactions | $ 20.3 | $ 1.8 | |
Additional cost incurred from equipment usage by related party | $ 0.1 | $ 0.3 |
Impairments and Restructuring_3
Impairments and Restructuring Charges - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |||
Impairment Charges | $ 500 | ||
Carrying Value Of The Asset Excced Its Fair Value | 800 | ||
Variable lease costs | $ 1,500 | 5,828 | $ 5,937 |
Right-of-use assets, operating leases | $ 28,283 | 22,510 | 28,283 |
Maryland operating lease right of use asset | 17,500 | ||
Impairments and restructuring charges | 12,500 | ||
Assets not in service | 21,800 | ||
Sale For Determination Of Fair Value | 5,800 | ||
Restructuring Charges | $ 500 | $ 3,700 |
Impairments and Restructuring_4
Impairments and Restructuring Charges - Schedule of Restructuring Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Lease and Other costs | $ 29,697 | $ 14,516 |
Impairments and restructuring charges | 500 | 3,700 |
Accrued Restructuring Expenses [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and Related Costs | 0 | 184 |
Lease and Other costs | 0 | 2,217 |
Impairments and restructuring charges | 0 | 2,401 |
Accrued Restructuring Expenses [Member] | Expense [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and Related Costs | 306 | 885 |
Lease and Other costs | 285 | 2,217 |
Impairments and restructuring charges | 591 | 3,102 |
Accrued Restructuring Expenses [Member] | Adjustment Change In Cash Payment [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and Related Costs | (490) | (701) |
Lease and Other costs | (2,445) | 0 |
Impairments and restructuring charges | (2,935) | (701) |
Accrued Restructuring Expenses [Member] | Adjustment of Expenses Member | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and Related Costs | 0 | |
Lease and Other costs | (57) | |
Impairments and restructuring charges | (57) | |
Research And Development Expenses [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and Related Costs | 306 | 885 |
Lease and Other costs | 228 | 2,217 |
Total impairment charge | 0 | 559 |
Impairments and restructuring charges | $ 534 | $ 3,661 |
Impairments and Restructuring_5
Impairments and Restructuring Charges - Impairment Charge Of Long-lived Asset Held For Sale (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Right-of-use assets, operating leases | $ 22,510 | $ 28,283 |
Assets not placed in service | 21,800 | |
carrying Value Of Asset [Member] | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Right-of-use assets, operating leases | 30,007 | |
Assets not placed in service | 21,760 | |
Laboratory equipment | 888 | |
Fair Value Less Costs to Sell [Member] | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Right-of-use assets, operating leases | 17,463 | |
Assets not placed in service | 5,824 | |
Laboratory equipment | 0 | |
Impairment Amount [Member] | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Right-of-use assets, operating leases | 12,544 | |
Assets not placed in service | 15,936 | |
Laboratory equipment | 888 | |
Total impairment charge | $ 29,368 |
Impairments and Restructuring_6
Impairments and Restructuring Charges - Schedule of assets held for sale (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
Right-of-use assets, operating leases | $ 22,510 | $ 28,283 |
Right-of-use assets, operating leases included in assets held for sale | 17,463 | 0 |
Total assets | 208,236 | 323,371 |
Operating lease liabilities related to assets held for sale | 28,611 | $ 0 |
Operating lease liabilities | 25,150 | |
Assts Held For Sale [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Right-of-use assets, operating leases included in assets held for sale | 17,463 | |
Assets not placed in service | 5,824 | |
Total assets | 23,287 | |
Operating lease liabilities related to assets held for sale | $ 28,611 |
Subsequent Event - Narrative (D
Subsequent Event - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 05, 2023 | Jan. 05, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 23, 2023 | |
Subsequent Event [Line Items] | ||||||
Restructuring Charges | $ 0.5 | $ 3.7 | ||||
Restricted Stock Units (RSUs) [Member] | Adaptimmune American Depositary Shares [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock | $ 1.5117 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
reductions in personnel | 40% | |||||
Restructuring Charges | $ 3 | |||||
Termination payment | $ 2.4 | |||||
Common Stock Par Share | $ 0.0001 | |||||
contingent liabilities | $ 10 | |||||
Subsequent Event [Member] | Elevate Bio [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Notice period | 3 months | |||||
Payment upon termination | $ 10 | |||||
Subsequent Event [Member] | Silicon Valley Bank Exposure [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Unrestricted cash | $ 0.1 | |||||
Cash Equivalents and Investments | $ 1.2 |