Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 01, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
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 | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 38,137,440 | ||
Entity Public Float | $ 216,090,573 | ||
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, $0.0001 Par Value | ||
Entity File Number | 001-38811 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-4152751 | ||
Entity Interactive Data Current | Yes | ||
Security Exchange Name | NASDAQ | ||
Entity Address, Address Line One | 100 Binney Street | ||
Entity Address, Address Line Two | Suite 710 | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02142 | ||
City Area Code | 617 | ||
Local Phone Number | 949-5200 | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 94,155 | $ 65,296 |
Investments | 133,831 | 92,828 |
Prepaid expenses and other current assets | 7,552 | 5,061 |
Total current assets | 235,538 | 163,185 |
Property and equipment, net | 10,013 | 4,926 |
Restricted cash | 583 | 417 |
Deferred offering costs | 61 | |
Total assets | 246,195 | 168,528 |
Liabilities and stockholders’ equity | ||
Accounts payable | 2,448 | 2,483 |
Accrued expenses and other current liabilities | 6,392 | 5,050 |
Total current liabilities | 8,840 | 7,533 |
Other liabilities | 807 | 546 |
Total liabilities | 9,647 | 8,079 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued or outstanding at December 31, 2020 and December 31, 2019, respectively. | ||
Common stock, $0.0001 par value; 150,000,000 shares authorized; 33,516,795 and 24,050,936 shares issued; 33,516,795 and 23,981,109 shares outstanding at December 31, 2020 and 2019, respectively. | 3 | 2 |
Additional paid-in capital | 486,197 | 342,896 |
Accumulated other comprehensive income | 63 | 142 |
Accumulated deficit | (249,715) | (182,591) |
Total stockholders’ equity | 236,548 | 160,449 |
Total liabilities and stockholders’ equity | $ 246,195 | $ 168,528 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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) | 33,516,795 | 24,050,936 |
Common stock, shares outstanding (shares) | 33,516,795 | 23,981,109 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses | ||||||||||
Research and development | $ 14,298 | $ 12,820 | $ 12,907 | $ 11,955 | $ 9,392 | $ 11,374 | $ 8,833 | $ 7,889 | $ 51,980 | $ 37,488 |
General and administrative | 4,269 | 4,371 | 3,809 | 4,271 | 4,179 | 3,522 | 3,307 | 2,886 | 16,720 | 13,894 |
Total operating expenses | 18,567 | 17,191 | 16,716 | 16,226 | 13,571 | 14,896 | 12,140 | 10,775 | 68,700 | 51,382 |
Loss from operations | (18,567) | (17,191) | (16,716) | (16,226) | (13,571) | (14,896) | (12,140) | (10,775) | (68,700) | (51,382) |
Interest income, net | 191 | 300 | 499 | 747 | 846 | 1,090 | 1,077 | 872 | 1,737 | 3,885 |
Loss before income tax expense | (18,376) | (16,891) | (16,217) | (15,479) | (12,725) | (13,806) | (11,063) | (9,903) | (66,963) | (47,497) |
Income tax expense | 75 | 31 | 28 | 27 | 102 | 161 | 102 | |||
Net loss | $ (18,451) | $ (16,922) | $ (16,245) | $ (15,506) | (12,827) | (13,806) | (11,063) | (9,903) | (67,124) | (47,599) |
Accretion of redeemable convertible preferred stock to redemption value | (49,900) | (49,900) | ||||||||
Net loss attributable to common stockholders | $ (12,827) | $ (13,806) | $ (11,063) | $ (59,803) | $ (67,124) | $ (97,499) | ||||
Per share information | ||||||||||
Net loss per share of common stock, basic and diluted | $ (0.55) | $ (0.56) | $ (0.67) | $ (0.65) | $ (0.54) | $ (0.58) | $ (0.46) | $ (4.85) | $ (2.40) | $ (4.62) |
Weighted average shares outstanding, basic and diluted | 33,448,315 | 30,340,355 | 24,075,984 | 24,011,843 | 23,961,960 | 23,874,593 | 23,818,003 | 12,328,805 | 27,990,564 | 21,104,195 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (67,124) | $ (47,599) |
Unrealized gain (loss) on investments, net | (79) | 248 |
Comprehensive loss | $ (67,203) | $ (47,351) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Initial Public Offering (IPO) | Series A redeemable convertible preferred stock | Series B redeemable convertible preferred stock | Common Stock | Common StockInitial Public Offering (IPO) | Additional Paid-in Capital | Additional Paid-in CapitalInitial Public Offering (IPO) | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Redeemable convertible preferred stock beginning balance at Dec. 31, 2018 | $ 72,980 | $ 136,250 | ||||||||
Redeemable convertible preferred stock, beginning balance (shares) at Dec. 31, 2018 | 44,500,001 | 62,500,000 | ||||||||
Beginning balance (shares) at Dec. 31, 2018 | 726,990 | |||||||||
Beginning balance at Dec. 31, 2018 | $ (85,696) | $ (85,590) | $ (106) | |||||||
Reclassification of shares issued and previously subject to repurchase (shares) | 117,785 | |||||||||
Accretion of redeemable preferred stock to redemption value | 49,900 | $ 34,789 | $ 15,111 | |||||||
Accretion of redeemable preferred stock to redemption value | $ (49,900) | $ (498) | (49,402) | |||||||
Conversion of shares upon IPO | $ (107,769) | $ (151,361) | ||||||||
Conversion of shares upon IPO (in shares) | (44,500,001) | (62,500,000) | 17,275,299 | |||||||
Issuance of common stock, net of issuance costs (shares) | 5,750,000 | |||||||||
Ending balance (shares) at Dec. 31, 2019 | 23,981,109 | 23,981,109 | ||||||||
Issuance of common stock, net of issuance costs | $ 77,121 | $ 77,121 | ||||||||
Reclassification of shares issued and previously subject to repurchase | $ 52 | 52 | ||||||||
Exercise of stock options | $ 391 | 391 | ||||||||
Exercise of stock options (shares) | 100,421 | 111,035 | ||||||||
Stock-based compensation expense | $ 6,702 | 6,702 | ||||||||
Conversion of shares upon IPO | 259,130 | $ 2 | 259,128 | |||||||
Unrealized gain (loss) on investments | 248 | 248 | ||||||||
Net loss | (47,599) | (47,599) | ||||||||
Ending balance at Dec. 31, 2019 | 160,449 | $ 2 | 342,896 | (182,591) | 142 | |||||
Reclassification of shares issued and previously subject to repurchase (shares) | 69,826 | |||||||||
Accretion of redeemable preferred stock to redemption value | $ 0 | |||||||||
Issuance of common stock, net of issuance costs (shares) | 9,200,000 | |||||||||
Ending balance (shares) at Dec. 31, 2020 | 33,516,795 | 33,516,795 | ||||||||
Issuance of common stock, net of issuance costs | $ 133,571 | $ 1 | 133,570 | |||||||
Reclassification of shares issued and previously subject to repurchase | 51 | 51 | ||||||||
Exercise of stock options | $ 1,188 | 1,188 | ||||||||
Exercise of stock options (shares) | 241,995 | 265,860 | ||||||||
Stock-based compensation expense | $ 8,492 | 8,492 | ||||||||
Unrealized gain (loss) on investments | (79) | (79) | ||||||||
Net loss | (67,124) | (67,124) | ||||||||
Ending balance at Dec. 31, 2020 | $ 236,548 | $ 3 | $ 486,197 | $ (249,715) | $ 63 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | ||
Net loss | $ (67,124) | $ (47,599) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 1,592 | 862 |
Stock-based compensation expense | 8,492 | 6,702 |
Accretion on investments | (702) | (225) |
Deferred tax liabilities | 131 | 62 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,101) | (3,057) |
Accounts payable | 451 | (179) |
Accrued expenses and other liabilities | 1,522 | 2,137 |
Cash used in operating activities | (56,739) | (41,359) |
Investing activities | ||
Purchases of equipment | (7,164) | (3,879) |
Purchases of investments | (152,812) | (126,261) |
Proceeds from sale or maturity of investments | 111,041 | 109,725 |
Cash used in investing activities | (48,935) | (20,415) |
Financing activities | ||
Proceeds from public offering of common stock, net of issuance costs | 133,571 | 79,132 |
Proceeds from the exercise of stock options | 1,189 | 391 |
Deferred offering costs | (61) | 0 |
Cash provided by financing activities | 134,699 | 79,523 |
Net change in cash, cash equivalents, and restricted cash | 29,025 | 17,749 |
Cash, cash equivalents, and restricted cash at beginning of year | 65,713 | 47,964 |
Cash, cash equivalents, and restricted cash at end of period | 94,738 | 65,713 |
Supplemental disclosure of noncash activities | ||
Conversion of redeemable convertible preferred stock to common stock | 0 | 259,130 |
Accretion of redeemable preferred stock to redemption value | 0 | 49,900 |
Property and equipment additions in accounts payable | $ 611 | $ 270 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business TCR 2 2 2 The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. Initial Public Offering In February 2019, the Company completed the initial public offering of its common stock (the IPO) pursuant to which it issued and sold 5,750,000 shares of its common stock at a price to the public of $15.00 per share. The shares began trading on The Nasdaq Global Select Market on February 14, 2019. The aggregate net proceeds received by the Company from the offering were approximately $77,121, after deducting underwriting discounts and commissions and other offering expenses payable by the Company of $9,129. Upon the closing of the IPO, all outstanding shares of redeemable convertible preferred stock converted into 17,275,299 shares of common stock. Additionally, as of the closing of the IPO, the Company is authorized to issue 150,000,000 shares of common stock and 10,000,000 shares of preferred stock. Reverse Stock Split On February 1, 2019, the Company effected a 1-for-6.1938 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s redeemable convertible preferred stock. Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the redeemable convertible preferred stock conversion ratios. Shelf registration statement On March 6, 2020, the Company filed a shelf registration statement on Form S-3 (the Shelf), with the Securities and Exchange Commission (SEC), which covers 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. The Company simultaneously entered into a sales agreement with Jefferies LLC, as sales agent, to provide for the issuance and sale by the Company of up to $75.0 million of its common stock from time to time in “at-the-market” offerings under the Shelf, which the Company refers to as the ATM Program. The Shelf was declared effective by the SEC on April 28, 2020. As of December 31, 2020, no sales have been made pursuant to the ATM Program. Equity offering On July 31, 2020, the Company closed a public offering of its common stock pursuant to which it issued and sold 9,200,000 shares of its common stock at a price to the public of $15.50 per share. The aggregate net proceeds received by the Company from the offering were approximately $133.6 million after deducting $9.0 million relating to underwriting discounts and commissions and offering expenses. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Liquidity | 2. Liquidity The Company’s operations to date have focused on organization and staffing, business planning, raising capital, acquiring technology and assets, manufacturing 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. 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, 2020 of $228.0 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, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary 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). 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 fair value of the royalty transfer agreement obligations, the valuation of preferred and common stock prior to the IPO, 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, 2020, 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 either party’s ability or willingness to continue to provide manufacturing services, the Company may experience significant delays in its product development timelines and may incur substantial costs to secure alternative sources of manufacturing. Fair value of financial instruments At December 31, 2020 and 2019, 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. 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, 2020 and 2019, cash equivalents consisted of U.S treasuries, corporate bonds and government-backed money market funds. Investments As of December 31, 2020, 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. 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. Impairment of long-lived assets Long-lived assets 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. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Company has not recognized any impairment of long-lived assets for the years ended December 31, 2020 and 2019. 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. Restricted cash Cash accounts that are restricted as to withdrawal or usage are presented as restricted cash. Restricted cash includes amounts held as a security deposit in the form of a letter of credit for the Company’s leased facilities. Classification and accretion of redeemable convertible preferred stock Through the date of the IPO, the Company had classified redeemable convertible preferred stock outstanding and classified outside of stockholders’ equity (deficit) because the shares contained certain redemption features that were not solely within the control of the Company. The carrying value of the redeemable convertible preferred stock was accreted to redemption value at the end of each reporting period, up to the date of the IPO, as if the end of the reporting period were the redemption date. Increases to the carrying value of redeemable convertible preferred stock were charged to additional paid-in capital or, in the absence of additional paid-in capital, charged to accumulated deficit. Upon completion of the IPO during February 2019, all redeemable convertible preferred stock was converted to common stock. 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. Generally, the Company issues awards with only service-based vesting conditions. 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. In the second quarter of 2019, the Company adopted ASU 2018-07 on a retrospective basis effective January 1, 2019, the beginning of the fiscal year of adoption. Prior to the adoption of ASU 2018-07, share-based payments awards granted to non-employees were measured at fair value on their grant date, subject to periodic remeasurement at each reporting period, and share-based compensation expense was recognized over their vesting terms. After the adoption of ASU 2018-07, the fair value of all outstanding and unvested previously granted non-employee awards was established on January 1, 2019, the effective date of adoption, and share-based compensation expense will continue to be recorded on a straight-line basis over their remaining vesting period, consistent with share-based payment awards granted to employees. Common shares issued and stock-options exercised prior to vesting are subject to repurchase by the Company until vested at the lesser of the initial exercise price and the fair market value of the Company’s common stock at the time of repurchase. The proceeds from the shares subject to repurchase are classified as a liability and reclassified to equity as the shares vest. Prior to the IPO, estimating the fair value of stock-based awards required the input of subjective assumptions, including the fair value of the Company’s common stock, and, for stock options and warrants, the expected life of the options and stock price volatility. Since the IPO, 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. 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 are not 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. The Company’s outstanding redeemable convertible preferred stock contractually entitles the holders of such shares to participate in distributions but contractually does not require the holders of such shares to participate in losses of the Company. Similarly, restricted stock awards granted by the Company entitle the holder of such awards to dividends declared or paid by the Board of Directors, regardless of whether such awards are unvested, as if such shares were outstanding shares of common stock at the time of the dividend. However, the unvested restricted stock awards are not entitled to share in the residual net assets (deficit) of the Company. 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, 2020 and 2019, as they would be antidilutive: As of December 31, 2020 2019 Stock options outstanding 5,011,349 4,189,292 Common stock warrants 203,676 203,676 Employee stock purchase plan 5,141 7,092 Total 5,220,166 4,400,060 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. 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, 2020 and 2019. As of December 31, 2020 2019 Cash and cash equivalents $ 94,155 $ 65,296 Restricted cash 583 417 Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 94,738 $ 65,713 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. Recently issued accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which will require lessees to record most operating leases on their balance sheets but recognize the expenses in the statements of operations in a manner similar to current practice. Under the new standard, lessees will be required to recognize a lease liability for the obligation to make lease payments, and an asset for the right to use the underlying asset for the lease term, for all leases with terms longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statements of operations. Expenses related to operating leases will be recognized on a straight-line basis, while those determined to be financing leases will be recognized following a front-loaded expense profile, in which interest and amortization are presented separately in the statements of operations. The principal effect on the Company’s financial statements will be an increase in assets and liabilities. The standard will be effective for public business entities for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. For all other entities and emerging growth companies, the amendments are effective for fiscal years beginning after December 15, 2021. The Company will adopt the new standard beginning January 1, 2022. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The standard includes a number of practical expedients that the Company is evaluating and may elect to apply. The Company expects that the adoption of the new leasing standards will result in the recognition of material right-of-use assets and lease liabilities on the consolidated balance sheets but does not expect it to have a material impact on its results of operations or cash flows. Recently adopted accounting pronouncements Beginning January 1, 2019, the Company adopted ASU 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash, which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. Entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The standard requires retrospective application in the consolidated statements of cash flows. In June 2018, the FASB issued ASU 2018-07, Compensation — Stock Compensation (Topic 718) Improvements to Non-employee Share-Based Payment Accounting. The amendments in this update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. Under this ASU, an entity should apply the requirements of Topic 718 to non-employee awards except for specific guidance on inputs to an option pricing model and the attribution of costs (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The guidance is applicable to public business entities for fiscal years beginning after December 15, 2018 including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. In June 2019, the Company adopted ASU 2018-07 on a retrospective basis effective January 1, 2019, the beginning of the fiscal year of adoption. Prior to the adoption of ASU 2018-07, share-based payments awards granted to non-employees were measured at fair value on their grant date, subject to periodic remeasurement at each reporting period, and share-based compensation expense was recognized over their vesting terms. After the adoption of ASU 2018-07, the fair value of all outstanding and unvested previously granted non-employee awards was established on January 1, 2019, the effective date of adoption, and share-based compensation expense will continue to be recorded on a straight-line basis over their remaining vesting period, consistent with share-based payment awards granted to employees. As a result of the adoption of ASU 2018-07, there was no material impact to the financial statements. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value And Debt Securities Available For Sale [Abstract] | |
Investments and Fair Value Measurements | 4. Investments and Fair Value Measurements As of December 31, 2020, investments were comprised of the following: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Corporate bonds $ 34,801 $ 60 $ - $ 34,861 U.S. Treasury securities 98,967 3 - 98,970 Total $ 133,768 $ 63 $ - $ 133,831 As of December 31, 2019 , investments were comprised of the following: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Corporate bonds $ 92,686 $ 145 $ (3 ) $ 92,828 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, 2020: Fair Value Measurement Based on Amortized Quoted Prices in Active Market Significant Other Observable Inputs Significant Unobservable Inputs Cost Fair Value (Level 1) (Level 2) (Level 3) Cash equivalents (1) $ 89,319 $ 89,319 $ 89,319 $ - $ - Corporate bonds 34,801 34,861 - 34,861 - U.S. Treasury securities 98,967 98,970 - 98,970 - Total $ 223,087 $ 223,150 $ 89,319 $ 133,831 $ - (1) Includes cash sweep accounts, U.S. Treasury money market mutual fund, bank certificates of deposit, U.S. Treasury bills and corporate bonds that have a maturity of three months or less from the original acquisition date. The Company has classified assets measured at fair value on a recurring basis as follows as of December 31, 2019: Fair Value Measurement Based on Amortized Quoted Prices in Active Market Significant Other Observable Inputs Significant Unobservable Inputs Cost Fair Value (Level 1) (Level 2) (Level 3) Cash equivalents (1) $ 61,237 $ 61,237 $ 61,237 $ - $ - Corporate bonds 92,686 92,828 - 92,828 - Total $ 153,923 $ 154,065 $ 61,237 $ 92,828 $ - (1) During the years ended December 31, 2020 and 2019, 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, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment, net, consisted of: As of December 31, 2020 December 31, 2019 Laboratory equipment $ 8,566 $ 5,717 Computer hardware and equipment 109 105 Furniture and fixtures 432 396 Leasehold improvements 320 312 Construction in process 3,320 203 12,747 6,733 Less: accumulated depreciation (2,734 ) (1,807 ) $ 10,013 $ 4,926 Depreciation expense was $1,592 and $862 for the years ended December 31, 2020 and 2019, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of: As of December 31, 2020 December 31, 2019 Employee compensation and related benefits $ 3,808 $ 2,816 Professional fees 224 300 Contract manufacturing organization fees 582 500 Contract research organization fees 487 182 University partnerships 183 448 Property received not yet invoiced 385 260 Other 723 544 $ 6,392 $ 5,050 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Leases The Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred but not yet paid. Landlord allowances for tenant improvements are deferred and recognized as a reduction to rent expense on a straight-line basis and over the remaining lease term. 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 $290 letter of credit into a restricted cash account as security for the facility. In December 2018, the Company signed a collaboration agreement (the Collaboration Agreement) with Cell Therapy Catapult Limited (Catapult) to establish the Company's manufacturing process in Catapult’s GMP manufacturing facility in the United Kingdom. The initial term of the Collaboration Agreement is three years which began March 1, 2019. The Company can terminate the Collaboration Agreement earlier with 12 months’ notice and continued payment for contributions during the 12-month termination period. The Collaboration Agreement provides for Catapult to provide identified space, called a module. The agreement calls for the Company to pay certain amounts for use of the module, operating, and overhead expenses. The Company has concluded that the Collaboration Agreement contains an embedded lease as the Company has the right to operate the module in a manner it determines. The Company also concluded that it is not the deemed owner during modification of the module nor does the agreement represent a capital lease under ASC 840, “Leases”. As a result, the embedded lease portion of the Collaboration Agreement will be accounted for as an operating lease. The Company determined the amounts to be representative of rent to be £300 per year based on the relative selling prices of the services being provided. This amount will be amortized annually on a straight-line basis as rent expense over the term of the embedded lease, commencing March 1, 2019. 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 $127 letter of credit into a restricted cash account as security for the facility. In November 2020, the Company entered into a lease for office and laboratory facilities that expires in December 2023. Under the terms of the lease, the Company placed $166 letter of credit into a restricted cash account as security for the facility. In November 2020, the Company entered into a manufacturing agreement with Elevatebio which includes identified space dedicated to the Company. The Company has determined the agreement contains an embedded lease. The Company also concluded that it is not the deemed owner during modification of the module nor does the agreement represent a capital lease under ASC 840, “Leases”. As a result, the embedded lease portion of the Collaboration Agreement will be accounted for as an operating lease. The following table presents future minimum rent payments under non-cancellable operating leases with initial terms in excess of one year at December 31, 2020: As of December 31, 2020 2021 $ 4,966 2022 3,985 2023 3,690 2024 2,537 2025 1,054 Thereafter - Total minimum payments required $ 16,232 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 (see Note 9), certain investors are entitled to receive, in the aggregate, a royalty from the Company equal to one percent |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
401(k) Savings Plan | 8. 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, 2020 and 2019, the matching contribution expense was $369 and $276, respectively. |
Common Stock and Redeemable Con
Common Stock and Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity And Stockholders Equity Note [Abstract] | |
Common Stock and Redeemable Convertible Preferred Stock | 9. Common Stock and Redeemable Convertible Preferred 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. Subject to the rights of holders of redeemable convertible preferred stock, common stockholders are entitled to receive dividends, as may be declared by the Board of Directors, if any. No dividends had been declared through December 31, 2020. 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, 2020, there are no preferred shares issued. Redeemable Convertible Preferred Stock Upon completion of the IPO during February 2019, all redeemable convertible preferred stock was converted to common stock. Prior to the IPO, the Company elected to accrete the carrying value of the Series A and B preferred stock to redemption value at the end of each reporting period as if the end of the reporting period were the redemption date. Increases to the carrying value of redeemable convertible preferred stock are charged to additional paid-in capital or, in the absence of additional paid-in capital, charged to accumulated deficit. Series A Redeemable Convertible Preferred Stock Prior to the IPO, there were 44,500,001 Series A preferred shares issued and outstanding. Included in the Series A preferred stock purchase agreement, the investor is required to purchase additional shares upon the achievement of certain Company milestones. The Company evaluated the future commitment obligations at original issuance and determined they were not freestanding instruments as they were not legally detachable. The future commitment obligations were also evaluated as embedded derivatives and determined they did not meet the definition of a derivative instrument for which bifurcation would be required. The Series A preferred stock is classified outside of stockholders’ equity (deficit) as the preferred holders may, at their option, elect to have their shares redeemed upon written notice by a majority of the preferred shareholders and at any time after February 2023. Upon completion of the IPO in February 2019, all Series A preferred stock was converted to 7,184,588 shares of common stock. Conversion Prior to the IPO, each share of Series A preferred stock was convertible, at the option of the holder, into shares of common stock. Prior to the common stock reverse stock split in February 2019, the shares were convertible on a one-to-one basis. Post-split the Series A stock were convertible at 1-to-0.1615 basis. The Series A conversion rights were subject to adjustment for certain dilutive events. The conversion price could have been adjusted to prevent dilution of the Series A preferred stock. The preferred stock was also mandatorily convertible upon the closing of an initial public offering resulting in gross proceeds to the Company exceeding $50,000 or by a written election by the majority of the Series A stockholders. Redemption Prior to the IPO, at the election of a majority of the Series A stockholders, the Series A preferred stock was redeemable at any time on or after October 16, 2020. The Series A preferred stock may be redeemed at a price equal to the greater of (a) the original issuance price, plus any cumulative dividends accrued but unpaid thereon, whether or not declared, or (b) the fair market value as of the date of the redemption. Dividends Prior to the IPO, the holders of shares of Series A preferred stock were entitled to receive cumulative dividends of 6% from the date of issuance. Accumulated dividends were payable only when and if declared by the Board of Directors, in preference to dividends paid to holders of common stock. The dividend preference for Series A preferred stock is $0.06 per share, as adjusted for recapitalizations. No dividends were declared prior to the IPO. Liquidation Prior to the IPO, in the event of a liquidation, dissolution or winding up of the Company, either voluntary or involuntary, or in the event of a deemed liquidation event, which included a sale of the Company as defined in the Company’s certificate of incorporation, holders of Series A preferred stock were entitled to receive, subject to the preference of the Series B holders but in preference to common stockholders, an amount equal to their original investment amount plus any declared and unpaid dividends. If upon the occurrence of such event, the assets and funds available for distribution were insufficient to pay such holders the full amount to which they are entitled, then the entire assets and funds legally available for distribution would have been distributed ratably among the holders of the Series A preferred stock in proportion to the full amounts to which they would otherwise be entitled. After payment of the liquidation preference on shares of Series A preferred stock had been made, any remaining assets would have been distributed ratably to common, Series B stockholders and Series A stockholders, on an as-converted basis. Series B Redeemable Convertible Preferred Stock Prior to the IPO, there were 62,500,000 Series B preferred shares issued and outstanding. The Series B preferred stock is classified outside of stockholders’ equity (deficit) as the preferred holders may, at their option, elect to have their shares redeemed upon written notice by a majority of the preferred shareholders and at any time after February 2023. Upon completion of the IPO in February 2019, all Series B preferred stock was converted to 10,090,711 shares of common stock. Conversion Prior to the IPO, each share of Series B preferred stock was convertible, at the option of the holder, into shares of common stock. Prior to the common stock reverse stock split in February 2019, the shares were convertible on a one-to-one basis. Post-split the Series B stock were convertible at 1-to-0.1615 basis. The Series B conversion rights were subject to adjustment for certain dilutive events. The conversion price could have been adjusted to prevent dilution of the Series B preferred stock. The Series B preferred stock was also mandatorily convertible upon the closing of an initial public offering resulting in gross proceeds to the Company exceeding $50,000 or by a written election by the majority of the Series B stockholders. Redemption Prior to the IPO, at the election of a majority of the Series B stockholders, the Series B preferred stock was redeemable at any time on or after February 2023. The Series B preferred stock could have been redeemable at a price equal to the greater of (a) the original issuance price, plus any cumulative dividends accrued but unpaid thereon, whether or not declared, or (b) the fair market value as of the date of the redemption. Dividends Prior to the IPO, the holders of shares of Series B preferred stock were entitled to receive cumulative dividends of 6% from the date of issuance. Accumulated dividends were payable only when and if declared by the Board of Directors, in preference to dividends paid to holders of Series B preferred stock and common stock. The dividend preference for Series B preferred stock was $0.12 per share, as adjusted for recapitalizations. No dividends were declared prior to the IPO. Liquidation Prior to the IPO, in the event of a liquidation, dissolution or winding up of the Company, either voluntary or involuntary, or in the event of a deemed liquidation event, which includes a sale of the Company as defined in the Company’s articles of incorporation, holders of Series B preferred stock were entitled to receive, in preference to the holders of Series A preferred stock or common stock, an amount equal to their original investment amount plus any declared and unpaid dividends. If upon the occurrence of such event, the assets and funds available for distribution were insufficient to pay such holders the full amount to which they are entitled, then the entire assets and funds legally available for distribution would have been distributed ratably among the holders of the Series B preferred stock in proportion to the full amounts to which they would otherwise be entitled. After payment of the liquidation preference on shares of Series B preferred stock has been made, any remaining assets would have been distributed ratably to Series A stockholders in an amount equal to their original investment amount plus any accrued dividends, whether or not declared, together with any other dividends declared but unpaid thereon. After payment of the liquidation preference on shares of Series A preferred stock had been made, any remaining assets would have been distributed ratably to common, Series B stockholders and Series A stockholders, on an as-converted basis. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 10. Stock-based Compensation In February 2019, the Company’s Board of Directors and stockholders approved the 2018 Stock Option and Incentive Plan (the 2018 Plan), which replaced the 2015 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, nonstatutory 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 6,053,935. As of December 31, 2020, there were 700,294 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 and restricted stock awards vest over a four -year 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, 2020 2019 Research and development $ 3,351 $ 2,547 General and administrative 5,141 4,155 $ 8,492 $ 6,702 Stock options The following table summarizes the activity related to stock option grants to employees and non-employees for the years ended December 31, 2020 and 2019: Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in Years) Balance at January 1, 2019 2,121,561 $ 3.78 9.1 Granted 2,287,889 15.78 Exercised (100,421 ) 2.55 Forfeited (119,737 ) 5.60 Balance at December 31, 2019 4,189,292 $ 10.31 8.9 Granted 1,252,365 28.12 Exercised (241,995 ) 3.91 Forfeited (188,313 ) 12.31 Balance at December 31, 2020 5,011,349 $ 14.99 8.4 Exercisable at December 31, 2020 1,848,628 8.18 7.5 Vested and expected to vest at December 31, 2020 5,011,349 The above table excludes 8,017 options that were granted outside of the Plan. As of December 31, 2020, there was $37,383 in unrecognized compensation cost that is expected to be recognized over an estimated weighted-average amortization period of 3.2 years. The aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2020 was $42,068. The aggregate intrinsic values of options exercised during the year ended December 31, 2020 was $3,908. 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, 2020 and 2019 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. ▪ Post IPO, the company is traded on the Nasdaq Select Market. Fair value is determined by the stock price quoted on the Nasdaq. Prior to the IPO, the Company considered numerous objective and subjective factors in estimating the fair value of its common stock, including the estimated fair value of the Company’s Series A and Series B preferred stock. For the years ended December 31, 2020 and 2019, 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, 2020 2019 Risk-free interest rate 0.5 % 2.08 % Expected term (in years) 6.1 6.0 Expected volatility 75.0 % 70.4 % Annual dividend yield 0 % 0 % Fair value of common stock $ 18.51 $ 10.06 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 initial 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, 2020 and 2019, there were 203,676 warrants outstanding. During the years ending December 31, 2020 and 2019, the Company granted no warrants and there were no forfeitures. 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 During the years ended December 31, 2020 and 2019, there were 23,864 and 10,614 shares issued under the 2018 ESPP, respectively. |
Income tax expense
Income tax expense | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income tax expense | 11. Income tax expense Loss before income tax expense for the years ended December 31, 2020 and 2019 consisted of the following: For the Years Ended December 31, 2020 2019 United States $ (67,625 ) $ (47,960 ) Foreign 662 463 Loss before income taxes $ (66,963 ) $ (47,497 ) The income tax expense for the years ended December 31, 2020 and 2019 consisted of the following components: For the Years Ended December 31, 2020 2019 Current tax State $ 30 $ 40 Total current tax 30 40 Deferred tax Foreign 131 62 Total deferred tax 131 62 Income tax expense $ 161 $ 102 Subject to the limitations described below, at December 31, 2020, we have cumulative federal and state net operating loss carryforwards of approximately $4.1 million and $129.0 million available to reduce federal and state taxable income, respectively, which begin to expire in 2035. Additionally, we have $122.3 million of federal net operating loss carryforwards which carryforward indefinitely. We have cumulative federal and state tax credit carry forwards of $5.6 million and $2.4 million, respectively, available to reduce 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, 2020 and 2019 are as follows: As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 34,749 $ 17,120 Research and development credits 7,584 4,814 Capitalized costs 5,646 6,234 Accrued expenses and other 1,020 907 Stock compensation 2,874 1,311 Total deferred tax assets 51,873 30,386 Deferred tax liabilities: Depreciation (392 ) (171 ) Total deferred tax liabilities (392 ) (171 ) Less: valuation allowance (51,683 ) (30,277 ) Total net deferred tax assets (liabilities) $ (202 ) $ (62 ) 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, 2020 and 2019. The Company is in a net deferred tax liability position in the United Kingdom and believes it is more likely than not that the foreign deferred income tax assets will be realized. As such, there is no valuation allowance against the U.K. deferred tax assets. The valuation allowance in the U.S. increased by approximately $ million during the year ended December 31, 20 20 primarily as a result of the increase in net operating loss carryforward s . The valuation allowance increased by approximately $ 15.8 million during the year ended December 31, 201 9 primarily as a result of the increase in net operating loss carryforward s . The Company did not have unrecognized tax benefits as of December 31, 2020 or 2019. 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, 2020 2019 Statutory Federal income tax rate 21.0 % 21.0 % State income tax, net of federal benefit 6.4 % 6.4 % Permanent differences 0.1 % -0.4 % Research and development credit benefit 4.1 % 5.9 % Change in valuation allowance -32.0 % -33.1 % Effective income tax rate -0.4 % -0.2 % The Company’s remains subject to examination by U.S. Federal, state, local, and foreign tax authorities for tax years 2017 through 2020. With a few exceptions, we are no longer subject to U.S. Federal, state, local, and foreign examinations by tax authorities for the tax year 2016 and prior. However, net operating losses from the tax year 2016 and prior would be subject to examination if and when used in a future tax return to offset taxable income. Management 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, 2020 | |
Related Party Transactions [Abstract] | |
Related party transactions | 12. Related party transactions Manufacturing agreement During November 2020, we entered into a manufacturing partnership with ElevateBio, LLC. Dr. Ansbert Gadicke is a member of the board of directors at the Company and ElevateBio, LLC. The agreement is to establish a manufacturing partnership with ElevateBio, LLC for production of the Company’s clinical trial products. During the year ended December 31, 2020, we incurred $760 in expenses and have incurred additional costs of $1,600 for equipment owned by us for use by ElevateBio, LLC. Consulting arrangements On October 1, 2015, we entered into a consulting agreement with Dr. Patrick Baeuerle. Pursuant to the consulting agreement, Dr. Baeuerle agreed to perform such consulting, advisory and related services to and for us as may be reasonably requested. In exchange, we agreed to pay Dr. Baeuerle a consulting fee of €15 per month. On November 1, 2016, we amended the consulting agreement to revise Dr. Baeuerle’s consulting fee to be €3 per month. Dr. Baeuerle is also eligible for an annual bonus equal to 33% of the annual fees paid under the consulting agreement, subject to the discretion of our Board of Directors based on Dr. Baeuerle’s performance and our performance. The term of the agreement is one year, and automatically extends for additional one-year On March 2, 2016, the Company entered into a consulting agreement with Dr. Mitchell Finer (the Original Finer Agreement), which was amended and restated on May 9, 2017 to, among other things, add Pattern Recognition Ventures as a party. Pursuant to the amended and restated consulting agreement, Pattern Recognition Ventures agreed to perform scientific consulting, advisory and related services to and for the Company as may be reasonably requested, including making Dr. Finer available to serve as Chairman of the Company's Scientific Advisory Board. Pursuant to the amended and restated consulting agreement, the Company agreed to pay Pattern Recognition Ventures a consulting fee of $19 per quarter for services provided under the agreement, commencing on July 1, 2017. On June 5, 2020, the Company and Pattern Recognition Ventures amended the agreement to provide for consulting fees of $100 per year. Dr. Finer was a member of the Board of Directors from 2015 until his resignation on April 30, 2020. Dr. Finer is not considered a related party after his resignation from the Board of Directors. During the twelve months ended December 31, 2020 and 2019 , the Company incurred fees and travel-related expenses to Pattern Recognition Ventures in the amount of $19 and $ 77 , respectively. Dr. Finer has a financial interest in Pattern Recognition Ventures and is its managing member. Dr. Finer is an executive partner at MPM Capital, the beneficial owner of more than 5 % of the Company's voting securities. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Event On January 19, 2021, TCR 2 |
Quarterly Financial Information
Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (unaudited) | 14. Quarterly Financial Information (unaudited) Three Months Ended December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020 Operating expenses Research and development $ 14,298 $ 12,820 $ 12,907 $ 11,955 General and administrative 4,269 4,371 3,809 4,271 Total operating expenses 18,567 17,191 16,716 16,226 Loss from operations (18,567 ) (17,191 ) (16,716 ) (16,226 ) Interest income, net 191 300 499 747 Loss before income tax expense (18,376 ) (16,891 ) (16,217 ) (15,479 ) Income tax expense 75 31 28 27 Net loss $ (18,451 ) $ (16,922 ) $ (16,245 ) $ (15,506 ) Per share information Net loss per share of common stock, basic and diluted $ (0.55 ) $ (0.56 ) $ (0.67 ) $ (0.65 ) Weighted average shares outstanding, basic and diluted 33,448,315 30,340,355 24,075,984 24,011,843 Three Months Ended December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019 Operating expenses Research and development $ 9,392 $ 11,374 $ 8,833 $ 7,889 General and administrative 4,179 3,522 3,307 2,886 Total operating expenses 13,571 14,896 12,140 10,775 Loss from operations (13,571 ) (14,896 ) (12,140 ) (10,775 ) Interest income, net 846 1,090 1,077 872 Loss before income tax expense (12,725 ) (13,806 ) (11,063 ) (9,903 ) Income tax expense 102 - - - Net loss (12,827 ) (13,806 ) (11,063 ) (9,903 ) Accretion of redeemable convertible preferred stock to redemption value - - - (49,900 ) Net loss attributable to common stockholders $ (12,827 ) $ (13,806 ) $ (11,063 ) $ (59,803 ) Per share information Net loss per share of common stock, basic and diluted $ (0.54 ) $ (0.58 ) $ (0.46 ) $ (4.85 ) Weighted average shares outstanding, basic and diluted 23,961,960 23,874,593 23,818,003 12,328,805 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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). |
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 fair value of the royalty transfer agreement obligations, the valuation of preferred and common stock prior to the IPO, 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, 2020, 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 either party’s ability or willingness to continue to provide manufacturing services, the Company may experience significant delays in its product development timelines and may incur substantial costs to secure alternative sources of manufacturing. |
Fair value of financial instruments | Fair value of financial instruments At December 31, 2020 and 2019, 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. |
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, 2020 and 2019, cash equivalents consisted of U.S treasuries, corporate bonds and government-backed money market funds. |
Investments | Investments As of December 31, 2020, 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. |
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. |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets 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. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Company has not recognized any impairment of long-lived assets for the years ended December 31, 2020 and 2019. |
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. |
Restricted cash | Restricted cash Cash accounts that are restricted as to withdrawal or usage are presented as restricted cash. Restricted cash includes amounts held as a security deposit in the form of a letter of credit for the Company’s leased facilities. |
Classification and accretion of redeemable convertible preferred stock | Classification and accretion of redeemable convertible preferred stock Through the date of the IPO, the Company had classified redeemable convertible preferred stock outstanding and classified outside of stockholders’ equity (deficit) because the shares contained certain redemption features that were not solely within the control of the Company. The carrying value of the redeemable convertible preferred stock was accreted to redemption value at the end of each reporting period, up to the date of the IPO, as if the end of the reporting period were the redemption date. Increases to the carrying value of redeemable convertible preferred stock were charged to additional paid-in capital or, in the absence of additional paid-in capital, charged to accumulated deficit. Upon completion of the IPO during February 2019, all redeemable convertible preferred stock was converted to common stock. |
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. Generally, the Company issues awards with only service-based vesting conditions. 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. In the second quarter of 2019, the Company adopted ASU 2018-07 on a retrospective basis effective January 1, 2019, the beginning of the fiscal year of adoption. Prior to the adoption of ASU 2018-07, share-based payments awards granted to non-employees were measured at fair value on their grant date, subject to periodic remeasurement at each reporting period, and share-based compensation expense was recognized over their vesting terms. After the adoption of ASU 2018-07, the fair value of all outstanding and unvested previously granted non-employee awards was established on January 1, 2019, the effective date of adoption, and share-based compensation expense will continue to be recorded on a straight-line basis over their remaining vesting period, consistent with share-based payment awards granted to employees. Common shares issued and stock-options exercised prior to vesting are subject to repurchase by the Company until vested at the lesser of the initial exercise price and the fair market value of the Company’s common stock at the time of repurchase. The proceeds from the shares subject to repurchase are classified as a liability and reclassified to equity as the shares vest. Prior to the IPO, estimating the fair value of stock-based awards required the input of subjective assumptions, including the fair value of the Company’s common stock, and, for stock options and warrants, the expected life of the options and stock price volatility. Since the IPO, 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. |
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 are not 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. The Company’s outstanding redeemable convertible preferred stock contractually entitles the holders of such shares to participate in distributions but contractually does not require the holders of such shares to participate in losses of the Company. Similarly, restricted stock awards granted by the Company entitle the holder of such awards to dividends declared or paid by the Board of Directors, regardless of whether such awards are unvested, as if such shares were outstanding shares of common stock at the time of the dividend. However, the unvested restricted stock awards are not entitled to share in the residual net assets (deficit) of the Company. 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, 2020 and 2019, as they would be antidilutive: As of December 31, 2020 2019 Stock options outstanding 5,011,349 4,189,292 Common stock warrants 203,676 203,676 Employee stock purchase plan 5,141 7,092 Total 5,220,166 4,400,060 |
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. |
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, 2020 and 2019. As of December 31, 2020 2019 Cash and cash equivalents $ 94,155 $ 65,296 Restricted cash 583 417 Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 94,738 $ 65,713 |
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. |
Recently issued and adopted accounting pronouncements | Recently issued accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which will require lessees to record most operating leases on their balance sheets but recognize the expenses in the statements of operations in a manner similar to current practice. Under the new standard, lessees will be required to recognize a lease liability for the obligation to make lease payments, and an asset for the right to use the underlying asset for the lease term, for all leases with terms longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statements of operations. Expenses related to operating leases will be recognized on a straight-line basis, while those determined to be financing leases will be recognized following a front-loaded expense profile, in which interest and amortization are presented separately in the statements of operations. The principal effect on the Company’s financial statements will be an increase in assets and liabilities. The standard will be effective for public business entities for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. For all other entities and emerging growth companies, the amendments are effective for fiscal years beginning after December 15, 2021. The Company will adopt the new standard beginning January 1, 2022. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The standard includes a number of practical expedients that the Company is evaluating and may elect to apply. The Company expects that the adoption of the new leasing standards will result in the recognition of material right-of-use assets and lease liabilities on the consolidated balance sheets but does not expect it to have a material impact on its results of operations or cash flows. Recently adopted accounting pronouncements Beginning January 1, 2019, the Company adopted ASU 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash, which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. Entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The standard requires retrospective application in the consolidated statements of cash flows. In June 2018, the FASB issued ASU 2018-07, Compensation — Stock Compensation (Topic 718) Improvements to Non-employee Share-Based Payment Accounting. The amendments in this update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. Under this ASU, an entity should apply the requirements of Topic 718 to non-employee awards except for specific guidance on inputs to an option pricing model and the attribution of costs (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The guidance is applicable to public business entities for fiscal years beginning after December 15, 2018 including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. In June 2019, the Company adopted ASU 2018-07 on a retrospective basis effective January 1, 2019, the beginning of the fiscal year of adoption. Prior to the adoption of ASU 2018-07, share-based payments awards granted to non-employees were measured at fair value on their grant date, subject to periodic remeasurement at each reporting period, and share-based compensation expense was recognized over their vesting terms. After the adoption of ASU 2018-07, the fair value of all outstanding and unvested previously granted non-employee awards was established on January 1, 2019, the effective date of adoption, and share-based compensation expense will continue to be recorded on a straight-line basis over their remaining vesting period, consistent with share-based payment awards granted to employees. As a result of the adoption of ASU 2018-07, there was no material impact to the financial statements. |
Fair value measurement | 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
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, 2020 and 2019, as they would be antidilutive: As of December 31, 2020 2019 Stock options outstanding 5,011,349 4,189,292 Common stock warrants 203,676 203,676 Employee stock purchase plan 5,141 7,092 Total 5,220,166 4,400,060 |
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, 2020 and 2019. As of December 31, 2020 2019 Cash and cash equivalents $ 94,155 $ 65,296 Restricted cash 583 417 Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 94,738 $ 65,713 |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, investments were comprised of the following: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Corporate bonds $ 34,801 $ 60 $ - $ 34,861 U.S. Treasury securities 98,967 3 - 98,970 Total $ 133,768 $ 63 $ - $ 133,831 As of December 31, 2019 , investments were comprised of the following: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Corporate bonds $ 92,686 $ 145 $ (3 ) $ 92,828 |
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, 2020: Fair Value Measurement Based on Amortized Quoted Prices in Active Market Significant Other Observable Inputs Significant Unobservable Inputs Cost Fair Value (Level 1) (Level 2) (Level 3) Cash equivalents (1) $ 89,319 $ 89,319 $ 89,319 $ - $ - Corporate bonds 34,801 34,861 - 34,861 - U.S. Treasury securities 98,967 98,970 - 98,970 - Total $ 223,087 $ 223,150 $ 89,319 $ 133,831 $ - (1) Includes cash sweep accounts, U.S. Treasury money market mutual fund, bank certificates of deposit, U.S. Treasury bills and corporate bonds that have a maturity of three months or less from the original acquisition date. The Company has classified assets measured at fair value on a recurring basis as follows as of December 31, 2019: Fair Value Measurement Based on Amortized Quoted Prices in Active Market Significant Other Observable Inputs Significant Unobservable Inputs Cost Fair Value (Level 1) (Level 2) (Level 3) Cash equivalents (1) $ 61,237 $ 61,237 $ 61,237 $ - $ - Corporate bonds 92,686 92,828 - 92,828 - Total $ 153,923 $ 154,065 $ 61,237 $ 92,828 $ - (1) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net, consisted of: As of December 31, 2020 December 31, 2019 Laboratory equipment $ 8,566 $ 5,717 Computer hardware and equipment 109 105 Furniture and fixtures 432 396 Leasehold improvements 320 312 Construction in process 3,320 203 12,747 6,733 Less: accumulated depreciation (2,734 ) (1,807 ) $ 10,013 $ 4,926 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of: As of December 31, 2020 December 31, 2019 Employee compensation and related benefits $ 3,808 $ 2,816 Professional fees 224 300 Contract manufacturing organization fees 582 500 Contract research organization fees 487 182 University partnerships 183 448 Property received not yet invoiced 385 260 Other 723 544 $ 6,392 $ 5,050 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Rental Payments under Non-cancellable Operating Leases | The following table presents future minimum rent payments under non-cancellable operating leases with initial terms in excess of one year at December 31, 2020: As of December 31, 2020 2021 $ 4,966 2022 3,985 2023 3,690 2024 2,537 2025 1,054 Thereafter - Total minimum payments required $ 16,232 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock-based Compensation Expense | The Company recorded stock-based compensation expense in the following expense categories of its accompanying consolidated statements of operations: For the Years Ended December 31, 2020 2019 Research and development $ 3,351 $ 2,547 General and administrative 5,141 4,155 $ 8,492 $ 6,702 |
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, 2020 and 2019: Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in Years) Balance at January 1, 2019 2,121,561 $ 3.78 9.1 Granted 2,287,889 15.78 Exercised (100,421 ) 2.55 Forfeited (119,737 ) 5.60 Balance at December 31, 2019 4,189,292 $ 10.31 8.9 Granted 1,252,365 28.12 Exercised (241,995 ) 3.91 Forfeited (188,313 ) 12.31 Balance at December 31, 2020 5,011,349 $ 14.99 8.4 Exercisable at December 31, 2020 1,848,628 8.18 7.5 Vested and expected to vest at December 31, 2020 5,011,349 |
Schedule of Weighted-Average Assumptions | For the years ended December 31, 2020 and 2019, 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, 2020 2019 Risk-free interest rate 0.5 % 2.08 % Expected term (in years) 6.1 6.0 Expected volatility 75.0 % 70.4 % Annual dividend yield 0 % 0 % Fair value of common stock $ 18.51 $ 10.06 |
Income tax expense (Tables)
Income tax expense (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Income Tax Expense | Loss before income tax expense for the years ended December 31, 2020 and 2019 consisted of the following: For the Years Ended December 31, 2020 2019 United States $ (67,625 ) $ (47,960 ) Foreign 662 463 Loss before income taxes $ (66,963 ) $ (47,497 ) |
Components of Income Tax Expense | The income tax expense for the years ended December 31, 2020 and 2019 consisted of the following components: For the Years Ended December 31, 2020 2019 Current tax State $ 30 $ 40 Total current tax 30 40 Deferred tax Foreign 131 62 Total deferred tax 131 62 Income tax expense $ 161 $ 102 |
Components of Net Deferred Income Tax Assets (Liabilities) | The components of net deferred income tax assets (liabilities) as of December 31, 2020 and 2019 are as follows: As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 34,749 $ 17,120 Research and development credits 7,584 4,814 Capitalized costs 5,646 6,234 Accrued expenses and other 1,020 907 Stock compensation 2,874 1,311 Total deferred tax assets 51,873 30,386 Deferred tax liabilities: Depreciation (392 ) (171 ) Total deferred tax liabilities (392 ) (171 ) Less: valuation allowance (51,683 ) (30,277 ) Total net deferred tax assets (liabilities) $ (202 ) $ (62 ) |
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, 2020 2019 Statutory Federal income tax rate 21.0 % 21.0 % State income tax, net of federal benefit 6.4 % 6.4 % Permanent differences 0.1 % -0.4 % Research and development credit benefit 4.1 % 5.9 % Change in valuation allowance -32.0 % -33.1 % Effective income tax rate -0.4 % -0.2 % |
Organization and Description _2
Organization and Description of Business - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 31, 2020USD ($)$ / sharesshares | Mar. 06, 2020USD ($) | Feb. 14, 2019USD ($)$ / sharesshares | Feb. 01, 2019 | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares |
Subsidiary Sale Of Stock [Line Items] | ||||||
Issuance of common stock, net of issuance costs | $ 133,571 | |||||
Common stock, shares authorized (shares) | shares | 150,000,000 | 150,000,000 | ||||
Preferred stock, shares authorized (shares) | shares | 10,000,000 | 10,000,000 | ||||
Reverse stock split | 0.1615 | |||||
Shelf registration, maximum amount | $ 300,000 | |||||
Initial Public Offering (IPO) | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Shares sold during initial public offering (shares) | shares | 5,750,000 | |||||
Share price (USD per share) | $ / shares | $ 15 | |||||
Issuance of common stock, net of issuance costs | $ 77,121 | |||||
Underwriting discounts and commissions and other offering expenses | $ 9,129 | |||||
ATM Program [Member] | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Common stock, maximum offering amount | $ 75,000 | |||||
Issuance of common stock, net of issuance costs (shares) | shares | 0 | |||||
Equity Offering | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Shares sold during initial public offering (shares) | shares | 9,200,000 | |||||
Share price (USD per share) | $ / shares | $ 15.50 | |||||
Proceeds from issuance of common stock after underwriting discounts and commissions and estimated offering expenses | $ 133,600 | |||||
Underwriting discounts, commissions and estimated offering expenses | $ 9,000 | |||||
Additional Paid-in Capital | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Issuance of common stock, net of issuance costs | $ 133,570 | |||||
Additional Paid-in Capital | Initial Public Offering (IPO) | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Issuance of common stock, net of issuance costs | $ 77,121 | $ 77,121 | ||||
Common Stock | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Issuance of common stock, net of issuance costs | $ 1 | |||||
Issuance of common stock, net of issuance costs (shares) | shares | 9,200,000 | |||||
Common Stock | Initial Public Offering (IPO) | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Conversion of shares upon IPO (shares) | shares | 17,275,299 | |||||
Issuance of common stock, net of issuance costs (shares) | shares | 5,750,000 |
Liquidity - Narrative (Details)
Liquidity - Narrative (Details) $ in Millions | Dec. 31, 2020USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Cash, cash equivalents and investments | $ 228 |
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, 2020 | |
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) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Impairment of long-lived assets | $ 0 | $ 0 |
Minimum | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Operating and financial leases term of contract | 12 months |
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, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 5,220,166 | 4,400,060 |
Stock options outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities (in shares) | 5,011,349 | 4,189,292 |
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) | 5,141 | 7,092 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 94,155 | $ 65,296 | |
Restricted cash | 583 | 417 | |
Cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 94,738 | $ 65,713 | $ 47,964 |
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, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 133,768 | |
Unrealized Gains | 63 | |
Unrealized Losses | 0 | |
Fair Value | 133,831 | |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 34,801 | $ 92,686 |
Unrealized Gains | 60 | 145 |
Unrealized Losses | 0 | (3) |
Fair Value | 34,861 | $ 92,828 |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 98,967 | |
Unrealized Gains | 3 | |
Unrealized Losses | 0 | |
Fair Value | $ 98,970 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Summary of Classified Assets Measured at Fair Value on a Recurred Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 94,155 | $ 65,296 |
Available-for-sale securities, amortized cost | 133,768 | |
Fair Value | 133,831 | |
Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 89,319 | 61,237 |
Cash equivalents, fair value | 89,319 | 61,237 |
Available-for-sale securities, amortized cost | 223,087 | 153,923 |
Available-for-sale securities, fair value | 223,150 | 154,065 |
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 | 89,319 | 61,237 |
Available-for-sale securities, fair value | 89,319 | 61,237 |
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 | 0 |
Available-for-sale securities, fair value | 133,831 | 92,828 |
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 | 0 |
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 | 34,801 | 92,686 |
Fair Value | 34,861 | 92,828 |
Fair Value, Recurring | Corporate bonds | Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | 0 |
Fair Value, Recurring | Corporate bonds | Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | 34,861 | 92,828 |
Fair Value, Recurring | Corporate bonds | Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | 0 | $ 0 |
Fair Value, Recurring | U.S. Treasury securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, amortized cost | 98,967 | |
Fair Value | 98,970 | |
Fair Value, Recurring | U.S. Treasury securities | Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | 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 | 98,970 | |
Fair Value, Recurring | U.S. Treasury securities | Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | $ 0 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 12,747 | $ 6,733 |
Less: accumulated depreciation | (2,734) | (1,807) |
Property and equipment, net | 10,013 | 4,926 |
Laboratory equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 8,566 | 5,717 |
Computer hardware and equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 109 | 105 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 432 | 396 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 320 | 312 |
Construction in process | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 3,320 | $ 203 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 1,592 | $ 862 |
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, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Employee compensation and related benefits | $ 3,808 | $ 2,816 |
Professional fees | 224 | 300 |
Contract manufacturing organization fees | 582 | 500 |
Contract research organization fees | 487 | 182 |
University partnerships | 183 | 448 |
Property received not yet invoiced | 385 | 260 |
Other | 723 | 544 |
Accrued expenses and other current liabilities | $ 6,392 | $ 5,050 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) £ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018 | Mar. 31, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020GBP (£) | |
Other Commitments [Line Items] | |||||||
Lease facility expiration date | 2023-12 | 2024-08 | 2025-07 | ||||
Restricted cash | $ 166,000 | $ 127,000 | $ 290,000 | ||||
Initial term | 3 years | ||||||
Termination period notice requirement | 12 months | ||||||
Termination period | 12 months | ||||||
Operating lease liability per year | £ | £ 300 | ||||||
Royalty payments, percentage of net sales | 1.00% | ||||||
Royalty payments, percentage of license income | 1.00% | ||||||
Royalty agreement value | $ 0 | $ 0 | |||||
Royalties paid | 0 | 0 | |||||
Accrued liabilities | 0 | 0 | |||||
Global Net Sales | |||||||
Other Commitments [Line Items] | |||||||
Revenue | 0 | 0 | |||||
Intellectual License Income | |||||||
Other Commitments [Line Items] | |||||||
Revenue | $ 0 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Rental Payments under Non-cancellable Operating Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 | $ 4,966 |
2022 | 3,985 |
2023 | 3,690 |
2024 | 2,537 |
2025 | 1,054 |
Thereafter | 0 |
Total minimum payments required | $ 16,232 |
401(k) Savings Plan - Narrative
401(k) Savings Plan - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
401(k) Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Expense relating to the matching contribution under 401(k) plan | $ 369 | $ 276 |
Common Stock and Redeemable C_2
Common Stock and Redeemable Convertible Preferred Stock - Narrative (Details) | Feb. 19, 2019shares | Feb. 14, 2019shares | Feb. 13, 2019$ / sharesshares | Feb. 01, 2019 | Dec. 31, 2020USD ($)vote | Dec. 31, 2018shares |
Class Of Stock [Line Items] | ||||||
Votes per each common stock share | vote | 1 | |||||
Initial Public Offering (IPO) | Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Conversion of shares upon IPO (shares) | 17,275,299 | |||||
Series A redeemable convertible preferred stock | ||||||
Class Of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, shares issued (shares) | 44,500,001 | |||||
Redeemable convertible preferred stock, shares outstanding (shares) | 44,500,001 | 44,500,001 | ||||
Shares issued upon conversion (in shares) | 0.1615 | |||||
Minimum proceeds from initial public offering | $ | $ 50,000 | |||||
Preferred stock dividend rate | 6.00% | |||||
Preferred stock dividend rate (in dollars per share) | $ / shares | $ 0.06 | |||||
Series A redeemable convertible preferred stock | Initial Public Offering (IPO) | Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Conversion of shares upon IPO (shares) | 7,184,588 | |||||
Series B redeemable convertible preferred stock | ||||||
Class Of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, shares issued (shares) | 62,500,000 | |||||
Redeemable convertible preferred stock, shares outstanding (shares) | 62,500,000 | 62,500,000 | ||||
Shares issued upon conversion (in shares) | 0.1615 | |||||
Minimum proceeds from initial public offering | $ | $ 50,000 | |||||
Preferred stock dividend rate | 6.00% | |||||
Preferred stock dividend rate (in dollars per share) | $ / shares | $ 0.12 | |||||
Series B redeemable convertible preferred stock | Initial Public Offering (IPO) | Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Conversion of shares upon IPO (shares) | 10,090,711 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Options granted outside of the Plan | 8,017 | ||
Unrecognized compensation costs | $ 37,383,000 | ||
Unrecognized compensation cost, period of recognition | 3 years 2 months 12 days | ||
Aggregate intrinsic value of options outstanding and options exercisable | $ 42,068,000 | ||
Aggregate intrinsic values of options exercised | $ 3,908,000 | ||
Annual dividend yield | 0.00% | 0.00% | |
Employee stock purchase plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Purchase price of common stock, percentage of fair market value | 85.00% | ||
Stock purchase offering period | 6 months | ||
Maximum stock purchase value per employee, percent of eligible compensation | 15.00% | ||
Maximum stock purchase value per employee | $ 25,000 | ||
ESPP shares issued (in shares) | 23,864 | 10,614 | |
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 | |
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 | 4.00% | ||
Number of shares authorized (in shares) | 6,053,935 | ||
Term of options | 10 years | ||
2018 Stock Option and Incentive Plan | Employee stock purchase plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares available for issuance (in shares) | 700,294 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 8,492 | $ 6,702 |
Research and Development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 3,351 | 2,547 |
General and Administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 5,141 | $ 4,155 |
Stock-based Compensation - St_2
Stock-based Compensation - Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options outstanding, beginning balance (in shares) | 4,189,292 | 2,121,561 | |
Options granted (in shares) | 1,252,365 | 2,287,889 | |
Options exercised (in shares) | (241,995) | (100,421) | |
Options forfeited (in shares) | (188,313) | (119,737) | |
Options outstanding, ending balance (in shares) | 5,011,349 | 4,189,292 | 2,121,561 |
Options exercisable (in shares) | 1,848,628 | ||
Options vested and expected to vest (in shares) | 5,011,349 | ||
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) | $ 10.31 | $ 3.78 | |
Options granted, weighted average exercise price per share (in dollars per share) | 28.12 | 15.78 | |
Options exercised, weighted average exercise price per share (in dollars per share) | 3.91 | 2.55 | |
Options forfeited, weighted average exercise price per share (in dollars per share) | 12.31 | 5.60 | |
Options outstanding, weighted average exercise price per share, ending balance (in dollars per share) | 14.99 | $ 10.31 | $ 3.78 |
Options exercisable, weighted average exercise price per share, ending balance (in dollars per share) | $ 8.18 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options outstanding, weighted average remaining contractual life (in years) | 8 years 4 months 24 days | 8 years 10 months 24 days | 9 years 1 month 6 days |
Options exercisable, weighted average remaining contractual life (in years) | 7 years 6 months |
Stock-based Compensation - St_3
Stock-based Compensation - Stock Options Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Risk-free interest rate | 0.50% | 2.08% |
Expected term (in years) | 6 years 1 month 6 days | 6 years |
Expected volatility | 75.00% | 70.40% |
Annual dividend yield | 0.00% | 0.00% |
Fair value of common stock | $ 18.51 | $ 10.06 |
Income tax expense - Components
Income tax expense - Components of Loss Before Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (67,625) | $ (47,960) |
Foreign | 662 | 463 |
Loss before income taxes | $ (66,963) | $ (47,497) |
Income tax expense - Componen_2
Income tax expense - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax | |||||||
State | $ 30 | $ 40 | |||||
Total current tax | 30 | 40 | |||||
Deferred tax | |||||||
Foreign | 131 | 62 | |||||
Total deferred tax | 131 | 62 | |||||
Income tax expense | $ 75 | $ 31 | $ 28 | $ 27 | $ 102 | $ 161 | $ 102 |
Income tax expense - Narrative
Income tax expense - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | ||
Valuation allowance | $ 51,683,000 | $ 30,277,000 |
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 | $ 4,100,000 | |
Federal net operating losses carryforward indefinitely | $ 122,300,000 | |
Operating loss carry forwards expiration year | 2035 | |
Tax credit carryforwards expiration year | 2035 | |
Cumulative tax credit forward | $ 5,600,000 | |
Valuation allowance increased | 21,400,000 | $ 15,800,000 |
State | ||
Income Tax Disclosure [Line Items] | ||
Cumulative net operating loss carryforwards | $ 129,000,000 | |
Operating loss carry forwards expiration year | 2035 | |
Tax credit carryforwards expiration year | 2031 | |
Cumulative tax credit forward | $ 2,400,000 | |
U.K | ||
Income Tax Disclosure [Line Items] | ||
Valuation allowance | $ 0 |
Income tax expense - Componen_3
Income tax expense - Components of Net Deferred Income Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 34,749 | $ 17,120 |
Research and development credits | 7,584 | 4,814 |
Capitalized costs | 5,646 | 6,234 |
Accrued expenses and other | 1,020 | 907 |
Stock compensation | 2,874 | 1,311 |
Total deferred tax assets | 51,873 | 30,386 |
Depreciation | (392) | (171) |
Total deferred tax liabilities | (392) | (171) |
Less: valuation allowance | (51,683) | (30,277) |
Total net deferred tax assets (liabilities) | $ (202) | $ (62) |
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, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory Federal income tax rate | 21.00% | 21.00% |
State income tax, net of federal benefit | 6.40% | 6.40% |
Permanent differences | 0.10% | (0.40%) |
Research and development credit benefit | 4.10% | 5.90% |
Change in valuation allowance | (32.00%) | (33.10%) |
Effective income tax rate | (0.40%) | (0.20%) |
Related party transactions - Na
Related party transactions - Narrative (Details) € in Thousands, $ in Thousands | Jun. 05, 2020USD ($) | May 09, 2017USD ($) | Nov. 01, 2016EUR (€) | Oct. 01, 2015EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Related Party Transaction [Line Items] | ||||||
Related party transaction, amount of transaction | $ 100 | |||||
MPM Capital | TCR2 Therapeutics Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Shareholder ownership, percentage | 5.00% | 5.00% | ||||
Dr Ansbert Gadicke | Elevate Bio | Director | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions | $ 760 | |||||
Additional cost incurred from equipment usage by related party | 1,600 | |||||
Dr. Patrick Baeuerle | Consulting Agreement, Fees | Director | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amount of transaction | € | € 3 | € 15 | ||||
Dr. Patrick Baeuerle | Consulting Agreement | Director | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, eligible bonus as percentage of annual fees | 33.00% | |||||
Related party transaction, term of agreement | 1 year | |||||
Related party transaction, term of agreement, extension option | 1 year | |||||
Dr. Patrick Baeuerle | Consulting Agreement, Fees | Director | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions | 74 | $ 72 | ||||
Dr. Mitchell Finer / Pattern Recognition Ventures | Consulting Agreement, Fees | Director | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions | $ 19 | $ 77 | ||||
Dr. Mitchell Finer / Pattern Recognition Ventures | Consulting Agreement, Quarterly Fee | Director | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amount of transaction | $ 19 |
Subsequent Event - Narrative (D
Subsequent Event - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 19, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common stock, par value (USD per share) | $ 0.0001 | ||
Shares Issued, Price Per Share | $ 30.50 | ||
Offering Date Expiration | Jan. 22, 2021 | ||
Proceeds from issuance of common stock after underwriting discounts and commissions and estimated offering expenses | $ 131.1 | ||
Subsequent Event | Initial Public Offering (IPO) | |||
Subsequent Event [Line Items] | |||
Issuance of common stock, net of issuance costs (shares) | 4,590,164 |
Quarterly Financial Informati_2
Quarterly Financial Information (unaudited) - Summary of Quarterly Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses | ||||||||||
Research and development | $ 14,298 | $ 12,820 | $ 12,907 | $ 11,955 | $ 9,392 | $ 11,374 | $ 8,833 | $ 7,889 | $ 51,980 | $ 37,488 |
General and administrative | 4,269 | 4,371 | 3,809 | 4,271 | 4,179 | 3,522 | 3,307 | 2,886 | 16,720 | 13,894 |
Total operating expenses | 18,567 | 17,191 | 16,716 | 16,226 | 13,571 | 14,896 | 12,140 | 10,775 | 68,700 | 51,382 |
Loss from operations | (18,567) | (17,191) | (16,716) | (16,226) | (13,571) | (14,896) | (12,140) | (10,775) | (68,700) | (51,382) |
Interest income, net | 191 | 300 | 499 | 747 | 846 | 1,090 | 1,077 | 872 | 1,737 | 3,885 |
Loss before income tax expense | (18,376) | (16,891) | (16,217) | (15,479) | (12,725) | (13,806) | (11,063) | (9,903) | (66,963) | (47,497) |
Income tax expense | 75 | 31 | 28 | 27 | 102 | 161 | 102 | |||
Net loss | $ (18,451) | $ (16,922) | $ (16,245) | $ (15,506) | $ (12,827) | $ (13,806) | $ (11,063) | $ (9,903) | $ (67,124) | $ (47,599) |
Per share information | ||||||||||
Net loss per share of common stock, basic and diluted | $ (0.55) | $ (0.56) | $ (0.67) | $ (0.65) | $ (0.54) | $ (0.58) | $ (0.46) | $ (4.85) | $ (2.40) | $ (4.62) |
Weighted average shares outstanding, basic and diluted | 33,448,315 | 30,340,355 | 24,075,984 | 24,011,843 | 23,961,960 | 23,874,593 | 23,818,003 | 12,328,805 | 27,990,564 | 21,104,195 |
Accretion of redeemable convertible preferred stock to redemption value | $ (49,900) | $ (49,900) | ||||||||
Net loss attributable to common stockholders | $ (12,827) | $ (13,806) | $ (11,063) | $ (59,803) | $ (67,124) | $ (97,499) |