Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | KALEIDO BIOSCIENCES, INC. | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Trading Symbol | KLDO | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 42,622,559 | ||
Entity Central Index Key | 0001751299 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-38822 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-3048279 | ||
Entity Address, Address Line One | 65 Hayden Avenue | ||
Entity Address, City or Town | Lexington | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02421 | ||
City Area Code | 617 | ||
Local Phone Number | 674-9000 | ||
Document Transition Report | false | ||
Document Annual Report | true | ||
Title of 12(b) Security | Common Stock, $0.001 Par Value | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 142,280 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Boston, Massachusetts | ||
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 38,474 | $ 46,222 |
Asset held for sale | 254 | |
Prepaid expenses and other current assets | 3,583 | 2,499 |
Total current assets | 42,311 | 48,721 |
Property and equipment, net | 5,665 | 8,462 |
Restricted cash | 2,161 | 2,161 |
Total assets | 50,137 | 59,344 |
Current liabilities: | ||
Accounts payable | 5,670 | 5,389 |
Accrued expenses and other current liabilities | 7,868 | 8,636 |
Current term debt, net of unamortized debt discount | 16,144 | 2,634 |
Total current liabilities | 29,682 | 16,659 |
Long term debt, net of unamortized debt discount | 5,550 | 18,375 |
Other liabilities | 4,298 | 3,814 |
Total liabilities | 39,530 | 38,848 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred shares, $0.001 par value, 10,000,000 authorized; no shares issued or outstanding | ||
Common shares, $0.001 par value, 150,000,000 shares authorized; 42,596,037 and 36,022,811 shares issued and shares outstanding at December 31, 2021 and 2020, respectively | 43 | 36 |
Additional paid-in capital | 375,031 | 294,639 |
Accumulated deficit | (364,467) | (274,179) |
Total stockholders' equity | 10,607 | 20,496 |
Total liabilities and stockholders’ equity | $ 50,137 | $ 59,344 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock | ||
Preferred shares par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred shares issued (in shares) | 0 | 0 |
Preferred shares outstanding (in shares) | 0 | 0 |
Common Stock | ||
Common shares par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common shares issued (in shares) | 42,596,037 | 36,022,811 |
Common shares outstanding (in shares) | 42,596,037 | 36,022,811 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | ||
Revenue from Contract with Customer, Product and Service [Extensible List] | Collaboration Revenue [Member] | Collaboration Revenue [Member] |
Collaboration revenue | $ 1,104 | $ 975 |
Operating expenses: | ||
Research and development | 67,803 | 55,967 |
General and administrative | 20,968 | 23,882 |
Total operating expenses | 88,771 | 79,849 |
Loss from operations | (87,667) | (78,874) |
Other (expense) income: | ||
Interest income | 72 | 249 |
Interest expense | (2,838) | (2,802) |
Other income (expense) | (145) | (193) |
Total other income (expense), net | (2,621) | (2,746) |
Net loss | $ (90,288) | $ (81,620) |
Net loss per share —basic and diluted | $ (2.16) | $ (2.44) |
Weighted-average common shares outstanding —basic and diluted | 41,859,993 | 33,450,213 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2019 | $ 48,883 | $ 30 | $ 241,412 | $ (192,559) |
Beginning balance (in shares) at Dec. 31, 2019 | 30,127,846 | |||
Issuance of common stock, net of issuance costs | 37,756 | $ 5 | 37,751 | |
Issuance of common stock, net of issuance costs (in shares) | 5,296,299 | |||
Exercise of stock options | 2,790 | $ 1 | 2,789 | |
Exercise of stock options (in shares) | 597,416 | |||
Stock-based compensation | 12,684 | 12,684 | ||
Vesting of restricted shares | 3 | 3 | ||
Vesting of restricted shares (in shares) | 1,250 | |||
Net loss | (81,620) | (81,620) | ||
Ending balance at Dec. 31, 2020 | 20,496 | $ 36 | 294,639 | (274,179) |
Ending balance (in shares) at Dec. 31, 2020 | 36,022,811 | |||
Issuance of common stock, net of issuance costs | 69,925 | $ 6 | 69,919 | |
Issuance of common stock, net of issuance costs (in shares) | 6,347,156 | |||
Exercise of stock options | 471 | $ 1 | 470 | |
Exercise of stock options (in shares) | 120,293 | |||
Stock-based compensation | 10,342 | 10,342 | ||
Vesting of restricted shares | (339) | (339) | ||
Vesting of restricted shares (in shares) | 105,777 | |||
Net loss | (90,288) | (90,288) | ||
Ending balance at Dec. 31, 2021 | $ 10,607 | $ 43 | $ 375,031 | $ (364,467) |
Ending balance (in shares) at Dec. 31, 2021 | 42,596,037 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity - Parenthetical - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement Of Stockholders Equity [Abstract] | ||
Common stock, issuance costs | $ 4,512 | $ 2,731 |
Shares withheld for employee taxes | 45,102 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||
Net loss | $ (90,288) | $ (81,620) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,358 | 1,823 |
Stock-based compensation | 10,342 | 12,684 |
Amortization of debt discount | 705 | 696 |
Non-cash interest expense | 181 | 181 |
(Gain) loss on disposal of fixed asset | (129) | 167 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (150) | (459) |
Accounts payable | 281 | 3,301 |
Accrued expense and other liabilities | (394) | 1,709 |
Net cash used in operating activities | (77,094) | (61,518) |
Investing activities: | ||
Purchase of property and equipment | (1,129) | (4,024) |
Cash proceeds from sale of property and equipment | 438 | 1,400 |
Net cash used in investing activities | (691) | (4,024) |
Financing activities: | ||
Payments of issuance and extinguishment costs related to debt | (20) | (79) |
Proceeds from exercise of stock options | 471 | 2,790 |
Payments related to capital lease | 0 | (68) |
Issuance of common stock, net of issuance costs | 69,925 | 37,756 |
Net settlement of vested restricted stock units to fund related employee statutory tax withholdings | (339) | 0 |
Net cash provided by financing activities | 70,037 | 40,399 |
Net decrease in cash, cash equivalents, and restricted cash | (7,748) | (25,143) |
Cash, cash equivalents, and restricted cash, beginning of year | 48,383 | 73,526 |
Cash, cash equivalents, and restricted cash, end of year | 40,635 | 48,383 |
Supplemental cash flow information | ||
Interest paid | 2,133 | 1,925 |
Supplemental disclosure of non-cash investing and financing activities | ||
Vesting of restricted stock | (339) | 3 |
Purchase of property and equipment in accounts payable and accrued expenses | 0 | 71 |
Receivables for sale of property and equipment in prepaid expenses and other current assets | $ 934 | $ 0 |
Nature of the Business, Basis o
Nature of the Business, Basis of Presentation, and Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business, Basis of Presentation, and Going Concern | 1. Nature of the Business, Basis of Presentation, and Going Concern Kaleido Biosciences, Inc. and its wholly owned subsidiaries (the “Company”) is a clinical-stage healthcare company that was incorporated in Delaware on January 27, 2015 and has a principal place of business in Lexington, Massachusetts. The Company was formed to use its differentiated, chemistry-driven approach to leverage the potential of the microbiome to treat disease and improve human health. The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, successful development of technology, obtaining additional funding, protection of proprietary technology, compliance with government regulations, risks of failure of preclinical studies (including ex vivo assays), clinical studies and clinical trials, the need to obtain marketing approval for its drug candidates and if applicable, its consumer products, fluctuations in operating results, economic pressure impacting therapeutic pricing, dependence on key personnel, risks associated with changes in technologies, development by competitors of technological innovations and the ability to supply sufficient amounts of its Microbiome Metabolic Therapies (“MMTs”) at an acceptable quality level. On June 4, 2020, the Company completed a public offering (the “Offering”), pursuant to which it issued and sold 4,750,000 shares of the common stock. The aggregate net proceeds received by the Company from the Offering were $ 33.2 million. On July 1, 2020, 185,000 shares were exercised under the Underwriter’s overallotment option for net proceeds of $ 1.3 million. On August 4, 2020, the Company entered into an Equity Distribution Agreement (the “Sales Agreement”) with a sales agent for the sale of up to $ 50.0 million of the Company’s shares of common stock, from time to time in an at-the-market public offering (the “ATM”). The sales agent is entitled to compensation at a fixed commission rate of 3.0 % of the gross proceeds from the sale of the Company’s common stock pursuant to the Sales Agreement. During the year ended December 31, 2020, the Company sold 361,299 shares of its common stock under the ATM which resulted in aggregate net proceeds of $ 3.4 million after payment of related commissions. During the year ended December 31, 2021, the Company has sold 309,656 shares of its common stock under the ATM which resulted in aggregate net proceeds of $ 4.9 million. As of December 31, 2021, there was $ 41.6 million available under the ATM. On February 8, 2021, the Company completed a public offering (the “2021 Offering”) including the Underwriters’ overallotment option, pursuant to which the Company issued and sold 6,037,500 shares of common stock for net proceeds of $ 65.3 million. During the years ended December 31, 2021 and 2020, the Company incurred net losses of $ 90.3 million and $ 81.6 million, respectively, and reported cash used in operations totaling $ 77.1 million and $ 61.5 million, respectively. As of December 31, 2021, the Company had cash and cash equivalents of $ 38.5 million. Management believes the Company has sufficient cash and cash equivalents or borrowing capacity to fund operating expenses and capital expenditures into the beginning of the second quarter of 2022. In January 2022, we enacted a restructuring plan to reduce our operations to preserve financial resources, resulting in a reduction of our workforce by up to 20 positions. As a result, we incurred costs of $280,000 that consisted of severance benefits for the affected employees and other restructuring costs. On March 25, 2022, we entered into an amendment to our Loan and Security Agreement with Hercules, pursuant to which we made an immediate payment of $15 million of the Tranche 1 Advance without any prepayment penalty. This amendment also extended the interest only period of the term loan through April 1, 2023 and removed the minimum cash covenant that was previously in place. Additionally, we have initiated a process to evaluate strategic alternatives in order to maximize shareholder value. There can be no assurance that this strategic review process will result in us pursuing any transaction or that any transaction, if pursued, will be completed on attractive terms or at all. We aim to run this process into mid-April 2022. Based on its recurring losses from operations incurred since inception, expectation of continuing operating losses for the foreseeable future, and need to raise additional capital to finance its future operations, the Company has concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company will require substantial additional capital to fund its research and development and ongoing operating expenses. These capital requirements are expected to be funded through debt and equity offerings as well as possible strategic collaborations with other companies. If the Company is unable to raise additional funds when needed, it may be required to delay, reduce or eliminate its product development or future commercialization efforts, or grant rights to develop and market product candidates that the Company would otherwise prefer to develop and market itself. A novel strain of coronavirus (COVID-19) was first identified in late 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help minimize the risk of the virus to its employees, including implementing a work-at-home policy, providing flexibility for working parents and suspending all business-related travel. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Principles of Consolidation The accompanying consolidated financial statements reflect the operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results may differ from those estimates. Cash and Cash Equivalents Cash includes cash in readily available checking accounts. The Company’s cash deposits on hand at one financial institution often exceed federally insured limits. Cash equivalents include all highly liquid investments maturing within 90 days from the date of purchase. Restricted Cash Restricted cash is cash that is restricted as to withdrawal or use under the terms of certain contractual agreements. The restricted cash consists of cash collateral for secured letters of credit for the security deposit on the Company’s leased laboratory and office facilities. Concentrations of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s cash equivalents as of December 31, 2021 consisted only of money market funds. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company relies, and expects to continue to rely, on a small number of vendors to manufacture supplies and raw materials for its development programs. These programs could be adversely affected by a significant interruption in these manufacturing services or the availability of raw materials. Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets. Laboratory and office equipment, computer equipment and furniture and fixtures are depreciated over a period of five years , and leasehold improvements are amortized over the lesser of the asset’s estimated useful life or the remaining lease term. Major additions and betterments are capitalized; maintenance and repairs, which do not improve or extend the life of the respective assets, are charged to operating expenses as incurred. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there is an impairment, the amount of the impairment is calculated as the difference between the carrying value and the fair value. The Company has not recorded any impairment charges in the periods presented. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer (“CEO”). The Company and CEO view the Company’s operations and manage its business as one operating segment. Collaboration Revenue The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC Topic 808, Collaborative Arrangements (ASC 808), to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. To the extent the arrangement is within the scope of ASC 808, the Company will assess whether aspects of the arrangement between it and their collaboration partner are within the scope of other accounting literature. If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, it will account for those aspects of the arrangement within the scope of ASC Topic 606, Revenue from Contracts with Customers , the Company applies the five-step model described below. If the Company concludes that some or all aspects of the arrangement are within the scope of ASC 808 and do not represent a transaction with a customer, the Company will recognize its allocation of the shared costs incurred with respect to the jointly conducted activities as a component of the related expense in the period incurred. The Company recognizes revenue after applying the following five steps: 1) Identification of the contract, or contracts, with a customer, 2) Identification of the performance obligations in the contract, including whether they are distinct within the context of the contract 3) Determination of the transaction price, including the constraint on variable consideration 4) Allocation of the transaction price to the performance obligations in the contract 5) Recognition of revenue when, or as, performance obligations are satisfied If a contract is determined to be within the scope of ASC 606 at inception, the Company assesses the goods or services promised within such contract, determines which of those goods and services are performance obligations, and assesses whether each promised good or service is distinct. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The Company may provide options to additional goods or services in such arrangements exercisable at a customer’s discretion. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The identification of material rights requires judgments related to the determination of the value of the underlying good and services to the option exercise price. The Company determines transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract. Consideration may be fixed, variable, or a combination of both. The Company then allocates the transaction price to each performance obligation based on the relative standalone selling prices (“SSP”). SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. In developing the SSP for a performance obligation, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied, either at a point in time or over time, and if over time recognition is based on the use of an output or input method. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s consolidated balance sheets. If the related performance obligation is expected to be satisfied within the next twelve months this will be classified in current liabilities. Amounts recognized as revenue prior to receipt are recorded as other current assets in the Company's balance sheets. If the Company expects to have an unconditional right to receive the consideration in the next twelve months, this will be classified in other current assets. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock‑based compensation, employee benefits, facilities costs, laboratory supplies, depreciation, manufacturing expenses and external costs of vendors engaged to conduct preclinical development activities and clinical trials, as well as the cost of licensing technology. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred. Advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. Research and Manufacturing Contract Costs and Accruals The Company has entered into various research and development and manufacturing contracts. These agreements are generally cancelable, and related payments are recorded as the corresponding expenses are incurred. The Company records accruals for estimated ongoing costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the research studies or clinical trials and manufacturing activities, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be required in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Patent Costs All patent‑related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Income Taxes Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax asset to an amount, which, more likely than not, will be realized. The Company recognizes the tax benefit from any uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Fair Value Measurements Certain assets and liabilities are carried at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 – Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities. • Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following: • quoted prices for similar assets and liabilities in active markets • quoted prices for identical or similar assets or liabilities in markets that are not active • observable inputs other than quoted prices that are used in the valuation of the asset or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals) • inputs that are derived principally from or corroborated by observable market data by correlation or other means • Level 3 – Unobservable inputs for the assets or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). The carrying amount of the Company’s other financial assets and liabilities including cash, accounts payable and long-term debt approximate fair value because of the relatively short period of time between origination and expected realization or settlement. Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the period. Diluted net loss is computed by adjusting net loss to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share is computed by dividing the diluted net loss by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. The following table presents securities that have been excluded from the computations of diluted weighted-average shares outstanding as they would be anti-dilutive due to the net losses: As of December 31, 2021 2020 Options to purchase common stock 7,151,081 6,978,447 Unvested restricted stock units 233,287 316,249 7,384,368 7,294,696 Stock-Based Compensation For stock-based awards, the Company measures the estimated fair value of the stock-based award on the date of grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. For stock-based awards with service-based vesting conditions, the Company records the expense for these awards using the straight-line method. For stock options with performance-based vesting conditions, the Company records the expense for these awards over the requisite service period using an accelerated attribution method to the extent the achievement of the performance condition is probable. The Company accounts for forfeitures as they occur. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s cash compensation costs are classified. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s comprehensive net loss equals the reported net loss for all periods presented. Subsequent events The Company evaluates events and/or transactions occurring after the balance sheet date and before the issue date of the financial statements to determine if any of those events and/or transactions require adjustment to or disclosure in the financial statements. Accounting Pronouncements Issued and Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which applies to all leases and will require lessees to record most leases on the balance sheet but recognize expense in a manner similar to the current standard. The Company will use a modified retrospective approach of adoption for leases. The Company adopted the new leasing standard effective January 1, 2022, using the modified retrospective transition approach and utilizing the effective date as the date of initial application. As a result, prior periods will be presented in accordance with the previous guidance in ASC 840. The Company has elected to apply the package of practical expedients requiring no reassessment of whether any expired or existing contracts are or contain leases, the lease classification of any expired or existing leases, or the capitalization of initial direct costs for any existing leases. In connection with the adoption of ASC 842, the Company will record a lease liability of $ 36.6 million related to its existing office lease and a corresponding right-of-use asset of $ 33.9 million. Existing deferred rent and prepaid rent amounts will be removed from the consolidated balance sheets at the date of adoption. The adoption of the standard will have a material impact on our consolidated balance sheet but will not have material impact to the Company's consolidated statements of operations or statement of cash flows. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following tables set forth by level, within the fair value hierarchy, the assets and liabilities carried at fair value on a recurring basis (in thousands): Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds included within cash $ 25,417 — — $ 25,417 Total $ 25,417 — — $ 25,417 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds included within cash $ 45,410 — — $ 45,410 Total $ 45,410 — — $ 45,410 The fair value of money market funds was measured by the Company based on quoted market prices. There were no transfers among Level 1, Level 2, or Level 3 categories in the periods presented. Financial Instruments Not Recorded at Fair Value The carrying value of cash, cash equivalents, restricted cash, accounts payable and accrued expenses that are reported on the consolidated balance sheets approximate their fair value due to the short-term nature of these assets and liabilities. The carrying value of the long-term debt approximates fair value as evidenced by the 2021 amendment to the loan and security agreement and the latest refinancing. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, net | 4. Property and Equipment, net Property and equipment consist of the following (in thousands): As of December 31, 2021 2020 Laboratory equipment $ 7,438 $ 6,843 Office and computer equipment 1,586 1,590 Leasehold improvements 1,922 1,910 Construction in process 190 1,612 Property and equipment – at cost 11,136 11,955 Less accumulated depreciation and amortization ( 5,471 ) ( 3,493 ) Property and equipment – net $ 5,665 $ 8,462 Depreciation and amortization expense was $ 2.4 million and $ 1.8 million for the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, the Company recorded gross fixed asset disposal of $ 1.6 million and related accumulated depreciation of $ 0.4 million. The Company also had a fixed asset sale with proceeds of $ 1.4 million of which $ 0.9 million was included in prepaid and other current assets as a receivable. During the year ended December 31, 2020, the Company recorded gross fixed asset disposal of $ 1.1 million and related accumulated depreciation of $ 0.9 million. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2021 2020 Payroll and benefits $ 1,883 $ 2,943 Consulting service 291 1,049 Legal service 100 173 Research and development 4,231 3,010 Deferred revenue 828 498 Interest 181 181 Other 354 782 $ 7,868 $ 8,636 |
Debt Financing
Debt Financing | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Financing | 6. Debt Financing 2019 Credit Agreement On December 31, 2019, the Company entered into a Credit Agreement (the “Credit Agreement”) with Hercules Capital, Inc. (the “Lender”). Under the Credit Agreement, the Company borrowed $ 22.5 million, and the Company has the option to draw down an additional $ 12.5 million if certain milestones and conditions are met. The Company incurred fees of $ 0.3 million, which was paid to the lender on the closing date. These amounts were recorded as a debt discount and are being amortized as interest expense using the effective interest method over the life of the Credit Agreement. The Credit Agreement also includes an end of term charge equal to 7.55 % of the aggregate principal amount of all advances. The end of term charge, totaling $ 1.7 million at December 31, 2019, was recognized as a debt discount and is reflected as a reduction in the carrying value of the debt and recorded in other long-term liabilities. The debt discount created by the end of term charge is being accreted and will be recognized as additional interest expense over the term of the Credit Agreement using the effective interest method. The Credit Agreement contains customary representations and warranties, events of default and affirmative and negative covenants, including, among others, covenants that limit or restrict the Company’s ability to, among other things, incur additional indebtedness, merge or consolidate, make acquisitions, pay dividends or other distributions or repurchase equity, make investments, dispose of assets and enter into certain transactions with affiliates, in each case subject to certain exceptions. As security for its obligations under the Credit Agreement, the Company granted the Lender a first priority security interest on substantially all of the Company’s assets (other than intellectual property), and subject to certain exceptions. The outstanding principal under the Credit Agreement has a 48 -month term with interest only payments for the first 15 months, which period can be extended to up to 24 months, depending on the achievement of certain performance milestones. The principal bears an interest rate of equal to the greater of (i) 8.95 % plus the prime rate minus 4.75 % and (ii) 8.95%. The Credit Agreement includes mandatory prepayment provisions that require prepayment upon the occurrence of a change in control event. On June 15, 2020, the Company entered into a Second Amendment to Loan and Security Agreement (the “Amendment”). The Amendment was entered into for the primary purpose of amending the Credit Agreement as follows: (i) the second tranche of the term loan (the “Term Loan”) is terminated; (ii) amounts available under Tranche 3 of the Term Loan is increased to $ 12.5 million from the previous $ 7.5 million availability amount and its availability period is extended through December 15, 2021 , subject to future approval by the Agent’s investment committee; (iii) the interest-only period is extended through July 31, 2021 ; (iv) the interest rate on borrowings is increased by 0.4 %, such that the per annum interest rate on outstanding borrowings will be the greater of (a) 9.35 % and (b) 9.35% plus the Wall Street Journal prime rate minus 3.25% ; (v) the variable amount and duration of a minimum cash covenant in the Agreement are amended. The interest rate at December 31, 2020 is 9.35 %. The Amendment has been accounted for as a modification and the Company incurred fees of $ 79,000 , which was paid to the lender on the closing date and were recorded as a debt discount, which will be amortized as interest expense using the effective interest method. On April 30, 2021, the Company entered into a Third Amendment to Loan and Security Agreement (the "Third Amendment"). The Third Amendment was entered into for the primary purpose of amending the Credit Agreement as follows: (i) the interest-only period was extended through January 31, 2022 ; (ii) the second tranche for the term loan (the "Term Loan") was reinstated and the related $ 5 million was available to be drawn at the Company's option on or before June 1, 2021; and (iii) the Minimum Cash Covenant was reduced from $ 22.5 million to $ 15 million. The Company incurred fees of $20,000, which was paid to the Lender on the closing date and were recoded as debt discount, which will be amortized as interest expense using the effective interest method. The Company did not exercise its option to drawn down the second tranche of the term loan. Future principal payments under the Credit Agreement as of December 31, 2021 are as follows (in thousands): 2022 16,724 2023 5,172 2024 604 Total future principal payments 22,500 Less unamortized debt discount 806 Total balance $ 21,694 On March 25, 2022, the Company entered into a Fourth Amendment to Loan and Security Agreement ("the Amendment"). The Amendment was entered into for the primary purpose of amending the Agreement as follows: (i) an immediate payment of $ 15 million of the Tranche 1 Advance without prepayment penalty, (ii) extended the interest only period of the term loan through April 1, 2023 , (iii) removed the minimum cash covenant that was previously in place, and (iv) the ability to drawn down an additional $ 1.7 million tranche if Kaleido completes either an equity raise or convertible debt financing of at least $ 15 million of net cash proceeds following the close of the Amendment. The Company paid the immediate payment of $ 15 million to the lender on the closing date. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 7. Commitments and contingencies In March 2018, the Company entered into a non-cancelable ten-year lease agreement for laboratory and office space in Lexington, Massachusetts. In March 2019, the Company exercised its option to lease additional space in the building. The lease expires in 2029 , subject to one option to extend the lease for 10 years. Rent expense for the years ended December 31, 2021 and 2020 was $ 6.5 million and $ 6.9 million, respectively. Future minimum lease payments under the non-cancelable operating leases consisted of the following as of December 31, 2021 (in thousands): Year Ending December 31, 2022 6,207 2023 6,393 2024 6,584 2025 6,782 2026 6,985 Thereafter 18,517 $ 51,468 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Stock-based compensation 2019 Stock Incentive Plan The Company’s 2015 Stock Incentive Plan (the “2015 Plan”) provided for the Company to sell or issue incentive stock options or nonqualified stock options, restricted stock, and other equity awards to employees, directors and consultants of the Company. The 2019 Stock Option and Incentive Plan (the “2019 Plan”) became effective in February 27, 2019. Upon effectiveness of the 2019 Plan, the remaining shares available under the 2015 Plan ceased to be available for issuance and no future issuances will be made under the 2015 Plan. The 2019 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights to the Company’s officers, employees, directors and consultants. Awards generally vest over a period up to 4 years and have a maximum term of 10 years. The number of shares initially reserved for issuance under the 2019 Plan is 2,168,976 , has increased on January 1, 2020 and will continue to increase each January 1 thereafter by 4 % of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the Company’s board of directors or compensation committee of the board of directors. There were 3,930,009 shares available for future issuance at December 31, 2021. 2019 Employee Stock Purchase Plan The 2019 Employee Stock Purchase Plan (the “2019 ESPP”) became effective on February 27, 2019. A total of 180,748 shares of common stock were reserved for issuance under this plan. In addition, the number of shares of common stock that may be issued under the ESPP automatically increased on January 1, 2020, and will continue to increase each January 1 thereafter, by the lesser of (i) 542,244 shares of common stock, (ii) 1 % of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or (iii) such lesser number of shares as determined by the administrator of the 2019 ESPP. No shares were issued under the 2019 ESPP in 2019. There were 842,253 shares available for future issuance at December 31, 2021. Stock Option Valuation The fair value of stock option grants is estimated using the Black-Scholes option-pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company typically grants stock options at exercise prices deemed by the Board to be equal to the fair value of the common stock at the time of grant. In the periods prior to the IPO, the fair value of the common stock has been determined by the Board at each measurement date based on a variety of different factors, including the results obtained from independent third-party appraisals, the Company’s financial position and historical financial performance, the status of development of the Company’s programs, the current climate in the marketplace, the illiquid nature of the common stock, the effect of the rights and preferences of the preferred stockholders, and the prospects of a liquidity event, among others. In the periods following the IPO, the fair value is determined based upon the quoted price of the Company’s common stock. The assumptions that the Company used to determine the grant-date fair value of options granted were as follows: Years Ended December 31, 2021 2020 Expected volatility 87.7 % - 89.7 % 83.5 % - 105.5 % Risk-free interest rate 0.59 % - 1.35 % 0.15 % - 1.41 % Expected term (in years) 5.50 - 6.43 1.39 - 6.32 Expected dividend yield — % — % Stock Options Activity A summary of the Company’s stock option activity and related information is as follows: Options Weighted Weighted Aggregate Outstanding as of January 1, 2021 6,978,447 $ 8.19 7.5 $ 15,565 Granted 1,617,510 7.09 Exercised ( 120,293 ) 3.59 Canceled ( 1,324,583 ) 11.21 Outstanding as of December 31, 2021 7,151,081 $ 7.46 5.34 $ 473 Options exercisable as of December 31, 2021 4,159,202 7.39 3.24 $ 473 Options vested or expected to vest as of December 31, 2021 7,151,081 7.46 5.34 $ 473 The weighted-average grant date fair value of the options granted during the years ended December 31, 2021 and 2020 was $ 5.22 and $ 5.51 per share, respectively. As of December 31, 2021, there was $ 13.4 million of unrecognized compensation expense for stock options, which the Company expects to recognize over the weighted-average remaining term of 2.62 years. Restricted Stock Unit Activity A summary of the Company’s restricted stock unit activity and related information is as follows: Options Weighted Outstanding as of January 1, 2021 316,249 $ 6.76 Granted 180,686 7.24 Released ( 150,880 ) 6.49 Canceled ( 112,768 ) 7.42 Outstanding as of December 31, 2021 233,287 $ 7.00 As of December 31, 2021, there was $ 1.2 million of unrecognized compensation expense for the restricted stock units, which the Company expects to recognize over the weighted-average remaining term of 2.04 years. Stock- Based Compensation Expense The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations: Year Ended December 31, 2021 2020 Research and development $ 4,451 $ 3,820 General and administrative 5,891 8,864 $ 10,342 $ 12,684 On January 20, 2021, the Company entered into a separation agreement with the former Chief Medical Officer and Head of Research and Development of the Company, which amended an existing employment agreement and provided for changes in the term of service and compensation under the agreement. The outstanding options and restricted stock units held by the former Chief Medical Officer were modified to accelerate certain vesting provisions and the period of exercisability. As a result, the Company recorded stock-based compensation expense of $ 2.0 million related to the incremental fair value of the modified awards during the first quarter of 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes There is no provision for income taxes because the Company has historically incurred net operating losses and maintains a full valuation allowance against its deferred tax assets. The reported amount of income tax benefit for the years ended December 31, 2021 and 2020 differs from the amount that would result from applying domestic federal statutory rates to pretax losses primarily because of changes in the valuation allowance, state taxes, and the generation of research and development credits. Significant components of the Company’s net deferred tax assets at December 31, 2021 and 2020 are as follows: Years ended December 31, 2021 2020 Deferred tax assets Stock-based compensation $ 8,055 $ 5,484 Net operating loss carryforwards 103,148 64,939 Credit carryforwards 9,328 7,988 Intangible assets 169 164 Charitable contributions 2 1 Accrued expenses 1,410 1,314 Total deferred tax assets 122,112 79,890 Valuation allowance ( 121,932 ) ( 79,610 ) Total net deferred tax assets 180 280 Deferred tax liabilities: Fixed assets ( 180 ) ( 280 ) Total net deferred tax liability ( 180 ) ( 280 ) Total deferred tax assets (liability) $ — $ — A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Years ended December 31, 2021 2020 Federal income tax expense at statutory rate 21.0 % 21.0 % Stock compensation expense ( 0.8 ) ( 1.1 ) Fair value change in warrant liability — — Permanent differences — — Federal research and development credit 1.1 1.2 State research and development credit 0.3 0.6 State income tax, net of federal benefit 25.4 6.0 Other ( 0.1 ) — Change in valuation allowance ( 46.9 ) ( 27.7 ) Effective income tax rate — % — % As of December 31, 2021, the Company had net operating loss (NOL) carryforwards for U.S. federal and state tax purposes of $ 318.6 million and $ 348.4 million, respectively. Federal NOLs of $ 38.8 million, generated before 2018, will begin expiring in varying amounts in 2035 unless utilized and the remaining NOL of $ 279.8 million, generated after 2018 will be carried forward indefinitely and could be used up to 80% of taxable income of each future tax year. The Commonwealth of Massachusetts does not follow federal on NOL carryforwards and as such the Company’s Massachusetts NOLs of $ 271.6 million will expire in at various times starting in 2035. As of December 31, 2021, the Company also has federal research and development tax credit carryforwards of approximately $ 6.5 million, and state research and development tax credit carryforwards of approximately $ 3.6 million, which may be available to reduce future tax liabilities, and which expire at various dates through 2040 . The rules dealing with U.S. federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect our stockholders or us. We assess the impact of various tax reform proposals and modifications to existing tax treaties in all jurisdictions where we have operations to determine the potential effect on our business and any assumptions we have made about our future taxable income. We cannot predict whether any specific proposals will be enacted, the terms of any such proposals or what effect, if any, such proposals would have on our business if they were to be enacted. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminates the currently available option to deduct research and development expenditures and requires taxpayers to amortize them over five years. The U.S. Congress is considering legislation that would defer the amortization requirement to future periods, however, we have no assurance that the provision will be repealed or otherwise modified Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are comprised principally of net operating loss carryforwards research and development tax credit carryforwards and capitalized expenditures. Under the applicable accounting standards, management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and concluded that it is more likely than not that the Company will not recognize the benefits of its federal and state deferred tax assets. Accordingly, a full valuation allowance has been established, and the valuation allowance increased $ 42.3 million and $ 22.8 million in the years ended December 31, 2021 and 2020, respectively. Utilization of the net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Code due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation, due to the significant cost and complexity associated with a study. There could also be additional ownership changes in the future which may result in additional limitations on the utilization of net operating loss carryforwards and tax credits. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. Since the Company is in a loss carryforward position, it is generally subject to examination by the U.S. federal, state, and local income tax authorities for all tax years in which a loss carryforward is available. The Company’s policy is to record estimated interest and penalties related to uncertain tax positions in income tax expense. The Company has no amounts recorded for any unrecognized tax positions, accrued interest or penalties as of December 31, 2021 and 2020. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 10. Revenue In December 2019, the Company entered into a research collaboration agreement with Janssen’s World Without Disease Accelerator (“Janssen”), part of the Janssen Pharmaceutical Companies of Johnson & Johnson, to explore the potential for a MMT to prevent the onset of childhood allergy and other atopic, immune and metabolic conditions. The collaboration includes three milestones of research and development with results of those efforts due to Janssen at end of the milestone at which point Janssen will have 60 days to decide to proceed with the next milestone. The Company assessed the Janssen collaboration agreement in accordance with ASC 808 and ASC 606 and concluded that the arrangement represents a contract with a customer and is within the scope of ASC 606. The promised goods and services represent one combined performance obligation and the entire transaction price will be allocated to that single combined performance obligation. In addition, the Company concluded the right to proceed with the following milestones does not provide any discounts to Janssen if it decides to proceed with the next milestones. As such, the Company concluded the milestone is not considered to be a material right. Each milestone is considered a separate contract and reflects applicable standalone selling prices. Under the Janssen collaboration agreement, Janssen is obligated to reimburse the Company for the costs incurred under an agreed upon research plan. Costs incurred are billed by the Company to Janssen at completion of each milestone. The Company recognizes revenue over the research period and as the performance obligation is satisfied. using total estimated hours to be incurred throughout each milestone. For the year ended December 31, 2021, the Company recognized $ 1.1 million as collaboration revenue under the agreement. Further, as of December 31, 2021, the Company recorded $ 828 as deferred revenue within other current liabilities on the Company’s consolidated balance sheets related to the Janssen collaboration agreement. The expected research term of this arrangement is expected to be completed in the second half of 2022 , and the aggregate consideration is not expected to be material. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements reflect the operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results may differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash includes cash in readily available checking accounts. The Company’s cash deposits on hand at one financial institution often exceed federally insured limits. Cash equivalents include all highly liquid investments maturing within 90 days from the date of purchase. |
Restricted Cash | Restricted Cash Restricted cash is cash that is restricted as to withdrawal or use under the terms of certain contractual agreements. The restricted cash consists of cash collateral for secured letters of credit for the security deposit on the Company’s leased laboratory and office facilities. |
Concentrations of Credit Risk and of Significant Suppliers | Concentrations of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s cash equivalents as of December 31, 2021 consisted only of money market funds. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company relies, and expects to continue to rely, on a small number of vendors to manufacture supplies and raw materials for its development programs. These programs could be adversely affected by a significant interruption in these manufacturing services or the availability of raw materials. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets. Laboratory and office equipment, computer equipment and furniture and fixtures are depreciated over a period of five years , and leasehold improvements are amortized over the lesser of the asset’s estimated useful life or the remaining lease term. Major additions and betterments are capitalized; maintenance and repairs, which do not improve or extend the life of the respective assets, are charged to operating expenses as incurred. |
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 the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there is an impairment, the amount of the impairment is calculated as the difference between the carrying value and the fair value. The Company has not recorded any impairment charges in the periods presented. |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer (“CEO”). The Company and CEO view the Company’s operations and manage its business as one operating segment. |
Collaboration Revenue | Collaboration Revenue The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC Topic 808, Collaborative Arrangements (ASC 808), to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. To the extent the arrangement is within the scope of ASC 808, the Company will assess whether aspects of the arrangement between it and their collaboration partner are within the scope of other accounting literature. If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, it will account for those aspects of the arrangement within the scope of ASC Topic 606, Revenue from Contracts with Customers , the Company applies the five-step model described below. If the Company concludes that some or all aspects of the arrangement are within the scope of ASC 808 and do not represent a transaction with a customer, the Company will recognize its allocation of the shared costs incurred with respect to the jointly conducted activities as a component of the related expense in the period incurred. The Company recognizes revenue after applying the following five steps: 1) Identification of the contract, or contracts, with a customer, 2) Identification of the performance obligations in the contract, including whether they are distinct within the context of the contract 3) Determination of the transaction price, including the constraint on variable consideration 4) Allocation of the transaction price to the performance obligations in the contract 5) Recognition of revenue when, or as, performance obligations are satisfied If a contract is determined to be within the scope of ASC 606 at inception, the Company assesses the goods or services promised within such contract, determines which of those goods and services are performance obligations, and assesses whether each promised good or service is distinct. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (that is, the good or service is capable of being distinct) and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (that is, the promise to transfer the good or service is distinct within the context of the contract). In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, an entity is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The Company may provide options to additional goods or services in such arrangements exercisable at a customer’s discretion. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The identification of material rights requires judgments related to the determination of the value of the underlying good and services to the option exercise price. The Company determines transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract. Consideration may be fixed, variable, or a combination of both. The Company then allocates the transaction price to each performance obligation based on the relative standalone selling prices (“SSP”). SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. In developing the SSP for a performance obligation, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied, either at a point in time or over time, and if over time recognition is based on the use of an output or input method. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s consolidated balance sheets. If the related performance obligation is expected to be satisfied within the next twelve months this will be classified in current liabilities. Amounts recognized as revenue prior to receipt are recorded as other current assets in the Company's balance sheets. If the Company expects to have an unconditional right to receive the consideration in the next twelve months, this will be classified in other current assets. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock‑based compensation, employee benefits, facilities costs, laboratory supplies, depreciation, manufacturing expenses and external costs of vendors engaged to conduct preclinical development activities and clinical trials, as well as the cost of licensing technology. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred. Advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. |
Research and Manufacturing Contract Costs and Accruals | Research and Manufacturing Contract Costs and Accruals The Company has entered into various research and development and manufacturing contracts. These agreements are generally cancelable, and related payments are recorded as the corresponding expenses are incurred. The Company records accruals for estimated ongoing costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the research studies or clinical trials and manufacturing activities, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be required in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. |
Patent Costs | Patent Costs All patent‑related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax asset to an amount, which, more likely than not, will be realized. The Company recognizes the tax benefit from any uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are carried at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 – Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities. • Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following: • quoted prices for similar assets and liabilities in active markets • quoted prices for identical or similar assets or liabilities in markets that are not active • observable inputs other than quoted prices that are used in the valuation of the asset or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals) • inputs that are derived principally from or corroborated by observable market data by correlation or other means • Level 3 – Unobservable inputs for the assets or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). The carrying amount of the Company’s other financial assets and liabilities including cash, accounts payable and long-term debt approximate fair value because of the relatively short period of time between origination and expected realization or settlement. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the period. Diluted net loss is computed by adjusting net loss to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share is computed by dividing the diluted net loss by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. The following table presents securities that have been excluded from the computations of diluted weighted-average shares outstanding as they would be anti-dilutive due to the net losses: As of December 31, 2021 2020 Options to purchase common stock 7,151,081 6,978,447 Unvested restricted stock units 233,287 316,249 7,384,368 7,294,696 |
Stock-Based Compensation | Stock-Based Compensation For stock-based awards, the Company measures the estimated fair value of the stock-based award on the date of grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. For stock-based awards with service-based vesting conditions, the Company records the expense for these awards using the straight-line method. For stock options with performance-based vesting conditions, the Company records the expense for these awards over the requisite service period using an accelerated attribution method to the extent the achievement of the performance condition is probable. The Company accounts for forfeitures as they occur. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s cash compensation costs are classified. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s comprehensive net loss equals the reported net loss for all periods presented. |
Subsequent Events | Subsequent events The Company evaluates events and/or transactions occurring after the balance sheet date and before the issue date of the financial statements to determine if any of those events and/or transactions require adjustment to or disclosure in the financial statements. |
Accounting Pronouncements Issued and Not Adopted | Accounting Pronouncements Issued and Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which applies to all leases and will require lessees to record most leases on the balance sheet but recognize expense in a manner similar to the current standard. The Company will use a modified retrospective approach of adoption for leases. The Company adopted the new leasing standard effective January 1, 2022, using the modified retrospective transition approach and utilizing the effective date as the date of initial application. As a result, prior periods will be presented in accordance with the previous guidance in ASC 840. The Company has elected to apply the package of practical expedients requiring no reassessment of whether any expired or existing contracts are or contain leases, the lease classification of any expired or existing leases, or the capitalization of initial direct costs for any existing leases. In connection with the adoption of ASC 842, the Company will record a lease liability of $ 36.6 million related to its existing office lease and a corresponding right-of-use asset of $ 33.9 million. Existing deferred rent and prepaid rent amounts will be removed from the consolidated balance sheets at the date of adoption. The adoption of the standard will have a material impact on our consolidated balance sheet but will not have material impact to the Company's consolidated statements of operations or statement of cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Securities Excluded from Computation of Diluted Weighted-Average Shares Outstanding | The following table presents securities that have been excluded from the computations of diluted weighted-average shares outstanding as they would be anti-dilutive due to the net losses: As of December 31, 2021 2020 Options to purchase common stock 7,151,081 6,978,447 Unvested restricted stock units 233,287 316,249 7,384,368 7,294,696 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Carried at Fair Value on a Recurring Basis | The following tables set forth by level, within the fair value hierarchy, the assets and liabilities carried at fair value on a recurring basis (in thousands): Fair Value Measurement as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds included within cash $ 25,417 — — $ 25,417 Total $ 25,417 — — $ 25,417 Fair Value Measurement as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds included within cash $ 45,410 — — $ 45,410 Total $ 45,410 — — $ 45,410 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): As of December 31, 2021 2020 Laboratory equipment $ 7,438 $ 6,843 Office and computer equipment 1,586 1,590 Leasehold improvements 1,922 1,910 Construction in process 190 1,612 Property and equipment – at cost 11,136 11,955 Less accumulated depreciation and amortization ( 5,471 ) ( 3,493 ) Property and equipment – net $ 5,665 $ 8,462 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2021 2020 Payroll and benefits $ 1,883 $ 2,943 Consulting service 291 1,049 Legal service 100 173 Research and development 4,231 3,010 Deferred revenue 828 498 Interest 181 181 Other 354 782 $ 7,868 $ 8,636 |
Debt Financing (Tables)
Debt Financing (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Future Principal Payments | Future principal payments under the Credit Agreement as of December 31, 2021 are as follows (in thousands): 2022 16,724 2023 5,172 2024 604 Total future principal payments 22,500 Less unamortized debt discount 806 Total balance $ 21,694 On March 25, 2022, the Company entered into a Fourth Amendment to Loan and Security Agreement ("the Amendment"). The Amendment was entered into for the primary purpose of amending the Agreement as follows: (i) an immediate payment of $ 15 million of the Tranche 1 Advance without prepayment penalty, (ii) extended the interest only period of the term loan through April 1, 2023 , (iii) removed the minimum cash covenant that was previously in place, and (iv) the ability to drawn down an additional $ 1.7 million tranche if Kaleido completes either an equity raise or convertible debt financing of at least $ 15 million of net cash proceeds following the close of the Amendment. The Company paid the immediate payment of $ 15 million to the lender on the closing date. |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments | Future minimum lease payments under the non-cancelable operating leases consisted of the following as of December 31, 2021 (in thousands): Year Ending December 31, 2022 6,207 2023 6,393 2024 6,584 2025 6,782 2026 6,985 Thereafter 18,517 $ 51,468 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Assumptions to Determine Grant-Date Fair Value of Options | The assumptions that the Company used to determine the grant-date fair value of options granted were as follows: Years Ended December 31, 2021 2020 Expected volatility 87.7 % - 89.7 % 83.5 % - 105.5 % Risk-free interest rate 0.59 % - 1.35 % 0.15 % - 1.41 % Expected term (in years) 5.50 - 6.43 1.39 - 6.32 Expected dividend yield — % — % |
Stock Option Activity | A summary of the Company’s stock option activity and related information is as follows: Options Weighted Weighted Aggregate Outstanding as of January 1, 2021 6,978,447 $ 8.19 7.5 $ 15,565 Granted 1,617,510 7.09 Exercised ( 120,293 ) 3.59 Canceled ( 1,324,583 ) 11.21 Outstanding as of December 31, 2021 7,151,081 $ 7.46 5.34 $ 473 Options exercisable as of December 31, 2021 4,159,202 7.39 3.24 $ 473 Options vested or expected to vest as of December 31, 2021 7,151,081 7.46 5.34 $ 473 |
Restricted Stock Unit Activity and Related Information | A summary of the Company’s restricted stock unit activity and related information is as follows: Options Weighted Outstanding as of January 1, 2021 316,249 $ 6.76 Granted 180,686 7.24 Released ( 150,880 ) 6.49 Canceled ( 112,768 ) 7.42 Outstanding as of December 31, 2021 233,287 $ 7.00 |
Allocated Stock-based Compensation Expense | The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations: Year Ended December 31, 2021 2020 Research and development $ 4,451 $ 3,820 General and administrative 5,891 8,864 $ 10,342 $ 12,684 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred tax assets at December 31, 2021 and 2020 are as follows: Years ended December 31, 2021 2020 Deferred tax assets Stock-based compensation $ 8,055 $ 5,484 Net operating loss carryforwards 103,148 64,939 Credit carryforwards 9,328 7,988 Intangible assets 169 164 Charitable contributions 2 1 Accrued expenses 1,410 1,314 Total deferred tax assets 122,112 79,890 Valuation allowance ( 121,932 ) ( 79,610 ) Total net deferred tax assets 180 280 Deferred tax liabilities: Fixed assets ( 180 ) ( 280 ) Total net deferred tax liability ( 180 ) ( 280 ) Total deferred tax assets (liability) $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Years ended December 31, 2021 2020 Federal income tax expense at statutory rate 21.0 % 21.0 % Stock compensation expense ( 0.8 ) ( 1.1 ) Fair value change in warrant liability — — Permanent differences — — Federal research and development credit 1.1 1.2 State research and development credit 0.3 0.6 State income tax, net of federal benefit 25.4 6.0 Other ( 0.1 ) — Change in valuation allowance ( 46.9 ) ( 27.7 ) Effective income tax rate — % — % |
Nature of the Business, Basis_2
Nature of the Business, Basis of Presentation, and Going Concern - Additional Information (Details) - USD ($) | Feb. 08, 2021 | Jul. 01, 2020 | Jun. 04, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 04, 2020 |
Conversion of Stock [Line Items] | ||||||
Proceeds from initial public offering | $ 69,925,000 | $ 37,756,000 | ||||
Net proceeds from exercise of shares | 471,000 | 2,790,000 | ||||
Common stock, value, issued under the ATM sales agreement | 43,000 | 36,000 | ||||
Net loss | 90,288,000 | 81,620,000 | ||||
Net cash used in operating activities | 77,094,000 | 61,518,000 | ||||
Cash and cash equivalents | 38,474,000 | 46,222,000 | ||||
Public Offering | ||||||
Conversion of Stock [Line Items] | ||||||
Issuance of common stock (in shares) | 4,750,000 | |||||
Net proceeds from offering | $ 33,200,000 | |||||
Over-Allotment Option | ||||||
Conversion of Stock [Line Items] | ||||||
Number of shares exercised | 185,000 | |||||
Net proceeds from exercise of shares | $ 1,300,000 | |||||
At-The-Market Sales Agreement | ||||||
Conversion of Stock [Line Items] | ||||||
Common stock, value, issued under the ATM sales agreement | $ 309,656 | 361,299 | ||||
Percentage of gross proceeds payable as commission | 3.00% | |||||
Net proceeds from the sale of common stock | $ 4,900,000 | $ 3,400,000 | ||||
Common stock, value, available under the ATM sales agreement | $ 41,600,000 | |||||
At-The-Market Sales Agreement | Maximum [Member] | ||||||
Conversion of Stock [Line Items] | ||||||
Common stock, value, issued under the ATM sales agreement | $ 50,000,000 | |||||
Public Offering and Over Allotment Option | ||||||
Conversion of Stock [Line Items] | ||||||
Issuance of common stock (in shares) | 6,037,500 | |||||
Net proceeds from offering | $ 65,300,000 | |||||
Common Stock | ||||||
Conversion of Stock [Line Items] | ||||||
Number of shares exercised | 120,293 | 597,416 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |
Lease liability | $ 36.6 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Lease liability |
Right-of-use asset | $ 33.9 |
Laboratory and office equipment | |
Summary Of Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer equipment | |
Summary Of Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Furniture and fixtures | |
Summary Of Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 7,384,368 | 7,294,696 |
Options to purchase common stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 7,151,081 | 6,978,447 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 233,287 | 316,249 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Carried at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets, Fair Value Disclosure [Abstract] | ||
Assets, fair value disclosure | $ 25,417 | $ 45,410 |
Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets, fair value disclosure | 25,417 | 45,410 |
Level 2 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets, fair value disclosure | ||
Level 3 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets, fair value disclosure | ||
Money market funds included within cash and cash equivalents | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents fair value disclosure | 25,417 | 45,410 |
Money market funds included within cash and cash equivalents | Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents fair value disclosure | 25,417 | 45,410 |
Money market funds included within cash and cash equivalents | Level 2 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents fair value disclosure | ||
Money market funds included within cash and cash equivalents | Level 3 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents fair value disclosure |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Inputs Quantitative Information [Abstract] | |
Liabilities transfers Level 1 to Level 2 | $ 0 |
Liabilities transfers Level 2 to Level 1 | 0 |
Liability transfers into Level 3 | 0 |
Liability transfers out of Level 3 | $ 0 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment - at cost | $ 11,136 | $ 11,955 |
Less accumulated depreciation and amortization | (5,471) | (3,493) |
Property and equipment – net | 5,665 | 8,462 |
Laboratory equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - at cost | 7,438 | 6,843 |
Office and computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - at cost | 1,586 | 1,590 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - at cost | 1,922 | 1,910 |
Construction in process | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - at cost | $ 190 | $ 1,612 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization | $ 2,400 | $ 1,800 |
Gross fixed asset disposal | 1,600 | 1,100 |
Accumulated depreciation related to fixed asset disposal | 400 | 900 |
Fixed asset sale | $ 438 | 1,400 |
Prepaid Expenses and Other Current Assets [Member] | ||
Property Plant And Equipment [Line Items] | ||
Fixed asset sale | $ 900 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Payroll and benefits | $ 1,883 | $ 2,943 |
Consulting service | 291 | 1,049 |
Legal service | 100 | 173 |
Research and development | 4,231 | 3,010 |
Deferred revenue | 828 | 498 |
Interest | 181 | 181 |
Other | 354 | 782 |
Accrued expenses and other current liabilities | $ 7,868 | $ 8,636 |
Debt Financing - Additional Inf
Debt Financing - Additional Information (Details) - USD ($) | Mar. 25, 2022 | Jun. 15, 2020 | Apr. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | Apr. 29, 2021 | Dec. 31, 2020 |
Line Of Credit Facility [Line Items] | |||||||
Option to draw down an additional amount | $ 1,700,000 | ||||||
Debt instrument effective percentage interest rate | 9.35% | ||||||
Debt instrument, interest maturity date | Apr. 1, 2023 | ||||||
2019 Credit Agreement | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 22,500,000 | ||||||
Option to draw down an additional amount | 12,500,000 | ||||||
Line of credit facility fees amount payable | $ 300,000 | ||||||
Credit agreement end of term charge percentage | 7.55% | ||||||
Debt discount | $ 1,700,000 | ||||||
Credit agreement, expiration period | 48 months | ||||||
Credit agreement interest payment period | 15 months | ||||||
Credit agreement interest payment extension period | 24 months | ||||||
Debt instrument effective percentage interest rate | 8.95% | ||||||
Debt instrument, basis spread on variable rate | 4.75% | ||||||
Debt instrument, description of variable rate basis | The principal bears an interest rate of equal to the greater of (i) 8.95% plus the prime rate minus 4.75% and (ii) 8.95%. | ||||||
Tranche 3 | Term Loan | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 12,500,000 | ||||||
Current borrowing capacity | $ 7,500,000 | ||||||
Debt instrument, maturity date | Dec. 15, 2021 | ||||||
Debt instrument, interest maturity date | Jul. 31, 2021 | ||||||
2020 Amendment | Term Loan | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility fees amount payable | $ 79,000 | ||||||
Debt instrument, basis spread on variable rate | 9.35% | ||||||
Debt instrument, description of variable rate basis | 9.35% plus the Wall Street Journal prime rate minus 3.25% | ||||||
2020 Amendment | Term Loan | Maximum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument effective percentage interest rate | 0.40% | ||||||
2021 Amendment | Term Loan | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | $ 22,500,000 | |||||
Current borrowing capacity | $ 5,000,000 | ||||||
Debt instrument, interest maturity date | Jan. 31, 2022 | ||||||
2022 Amendment | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility fees amount payable | $ 15,000,000 | ||||||
Current borrowing capacity | 15,000,000 | ||||||
Convertible Debt Financing of Net Cash | $ 15,000,000 |
Debt Financing - Summary of Fut
Debt Financing - Summary of Future Principal Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Line Of Credit Facility [Line Items] | ||
Long term debt, net of unamortized debt discount | $ 5,550 | $ 18,375 |
2019 Credit Agreement | ||
Line Of Credit Facility [Line Items] | ||
2022 | 16,724 | |
2023 | 5,172 | |
2024 | 604 | |
Total future principal payments | 22,500 | |
Less unamortized debt discount | 806 | |
Long term debt, net of unamortized debt discount | $ 21,694 |
Commitments and contingencies -
Commitments and contingencies - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | ||||
Operating lease, term of contract | 10 years | 10 years | ||
Lease expiration | 2029 | |||
Rent expense | $ 6.5 | $ 6.9 |
Commitments and contingencies_2
Commitments and contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2022 | $ 6,207 |
2023 | 6,393 |
2024 | 6,584 |
2025 | 6,782 |
2026 | 6,985 |
Thereafter | 18,517 |
Total future minimum lease payment due | $ 51,468 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based compensation (Details) - shares | Feb. 27, 2019 | Dec. 31, 2021 | Dec. 31, 2019 |
2019 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued (in shares) | 2,168,976 | ||
Percent of outstanding shares | 4.00% | ||
Number of shares available for future issuance (in shares) | 3,930,009 | ||
2019 Plan | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards vesting period | 4 years | ||
2019 Plan | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards vesting period | 10 years | ||
2019 Employee Stock Purchase Plan | Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of outstanding shares | 1.00% | ||
Number of shares available for future issuance (in shares) | 180,748 | 842,253 | |
Number of additional shares allowable under the plan (in shares) | 542,244 | ||
Shares issued during period (in shares) | 0 |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumptions to Determine Grant-date Fair Value of Options (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 87.70% | 83.50% |
Expected volatility, maximum | 89.70% | 105.50% |
Risk-free interest rate, minimum | 0.59% | 0.15% |
Risk-free interest rate, maximum | 1.35% | 1.41% |
Stock Option | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 6 months | 1 year 4 months 20 days |
Stock Option | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 5 months 4 days | 6 years 3 months 25 days |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted Average Remaining Life and Aggregate Intrinsic Value | ||
Fair value of options granted during period (in dollars per share) | $ 5.22 | $ 5.51 |
Unrecognized compensation expense | $ 13,400 | |
Stock Option | ||
Options | ||
Outstanding at beginning of period (in shares) | 6,978,447 | |
Granted (in shares) | 1,617,510 | |
Exercised (in shares) | (120,293) | |
Canceled (in shares) | (1,324,583) | |
Outstanding at end of period (in shares) | 7,151,081 | 6,978,447 |
Options exercisable (in shares) | 4,159,202 | |
Options vested or expected to vest (in shares) | 7,151,081 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 8.19 | |
Granted (in dollars per share) | 7.09 | |
Exercised (in dollars per share) | 3.59 | |
Canceled (in dollars per share) | 11.21 | |
Outstanding at end of period (in dollars per share) | 7.46 | $ 8.19 |
Options exercisable (in dollars per share) | 7.39 | |
Options vested or expected to vest (in dollars per share) | $ 7.46 | |
Weighted Average Remaining Life and Aggregate Intrinsic Value | ||
Options outstanding, weighted average remaining life (in years) | 5 years 4 months 2 days | 7 years 6 months |
Options exercisable, weighted average remaining life (in years) | 3 years 2 months 26 days | |
Options vested or expected to vest, weighted average remaining life (in years) | 5 years 4 months 2 days | |
Options outstanding, aggregate intrinsic value beginning balance | $ 15,565 | |
Options outstanding, aggregate intrinsic value ending balance | 473 | $ 15,565 |
Options exercisable, aggregate intrinsic value | 473 | |
Options vested or expected to vest, aggregate intrinsic value | $ 473 | |
Unrecognized compensation expense, weighted average remaining term | 2 years 7 months 13 days |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Unit Activity and Related Information (Details) - Restricted Stock Unit $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Options | |
Outstanding at beginning of period (in shares) | shares | 316,249 |
Granted (in shares) | shares | 180,686 |
Released (in shares) | shares | (150,880) |
Canceled (in shares) | shares | (112,768) |
Outstanding at end of period (in shares) | shares | 233,287 |
Weighted Average Grant Date fair value | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 6.76 |
Granted (in dollars per share) | $ / shares | 7.24 |
Released (in dollars per share) | $ / shares | 6.49 |
Canceled (in dollars per share) | $ / shares | 7.42 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 7 |
Unrecognized compensation expense | $ | $ 1.2 |
Unrecognized compensation expense, weighted average remaining term | 2 years 14 days |
Stockholders' Equity - Stock-_2
Stockholders' Equity - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 10,342 | $ 12,684 | |
Stock-based compensation expense | $ 2,000 | ||
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 4,451 | 3,820 | |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 5,891 | $ 8,864 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 279,800,000 | ||
Net operating loss carryforwards, expire date | Dec. 31, 2035 | ||
Tax credit carryforwards, expire date | Dec. 31, 2040 | ||
Increase in valuation allowance | $ 42,300,000 | $ 22,800,000 | |
Unrecognized tax positions | 0 | 0 | |
Accrued interest or penalties | 0 | $ 0 | |
U.S. Federal | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | 318,600,000 | $ 38,800,000 | |
State | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | 348,400,000 | ||
Commonwealth of Massachusetts | State | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | 271,600,000 | ||
Research and Development | U.S. Federal | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards | 6,500,000 | ||
Research and Development | State | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards | $ 3,600,000 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Stock-based compensation | $ 8,055 | $ 5,484 |
Net operating loss carryforwards | 103,148 | 64,939 |
Credit carryforwards | 9,328 | 7,988 |
Intangible assets | 169 | 164 |
Charitable contributions | 2 | 1 |
Accrued expenses | 1,410 | 1,314 |
Total deferred tax assets | 122,112 | 79,890 |
Valuation allowance | (121,932) | (79,610) |
Total net deferred tax assets | 180 | 280 |
Deferred tax liabilities: | ||
Fixed assets | (180) | (280) |
Total net deferred tax liability | (180) | (280) |
Total deferred tax assets (liability) | $ 0 | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax expense at statutory rate | 21.00% | 21.00% |
Stock compensation expense | (0.80%) | (1.10%) |
Fair value change in warrant liability | 0.00% | 0.00% |
Permanent differences | 0.00% | 0.00% |
Federal research and development credit | 1.10% | 1.20% |
State research and development credit | 0.30% | 0.60% |
State income tax, net of federal benefit | 25.40% | 6.00% |
Other | (0.10%) | 0.00% |
Change in valuation allowance | (46.90%) | (27.70%) |
Effective Income Tax Rate Continuing Operations | 0.00% | 0.00% |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2019Milestone | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Disaggregation Of Revenue [Line Items] | |||
Revenue from Contract with Customer, Product and Service [Extensible List] | Collaboration Revenue [Member] | Collaboration Revenue [Member] | |
Collaboration revenue | $ 1,104 | $ 975 | |
Deferred revenue | $ 828 | $ 498 | |
Expected research term of arrangement completion | second half of 2022 | ||
Janssen | Collaboration Agreement | |||
Disaggregation Of Revenue [Line Items] | |||
Number of collaboration milestones | Milestone | 3 | ||
Number of days which decide to next milestone | 60 days |