Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 28, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-39634 | ||
Entity Registrant Name | Foghorn Therapeutics Inc. | ||
Entity Incorporation, State | DE | ||
Entity Tax Identification Number | 47-5271393 | ||
Entity Address, Street | 500 Technology Square, Ste 700 | ||
Entity Address, City | Cambridge | ||
Entity Address, State | MA | ||
Entity Address, Postal Zip Code | 02139 | ||
City Area Code | 617 | ||
Local Phone Number | 586-3100 | ||
Title of each class | Common Stock, $0.0001 Par Value | ||
Trading Symbol(s) | FHTX | ||
Name of each exchange on which registered | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 334.9 | ||
Entity Common Stock, Shares Outstanding | 41,804,112 | ||
Documents Incorporated by Reference | Portions of the registrant’s Proxy Statement for its 2023 Annual Meeting of Stockholders, which the registrant intends to file with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001822462 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Firm ID | 34 |
Auditor Location | Boston, Massachusetts |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 52,214 | $ 101,136 |
Marketable securities | 293,584 | 53,153 |
Collaboration receivable | 0 | 300,000 |
Prepaid expenses and other current assets | 5,601 | 5,273 |
Total current assets | 351,399 | 459,562 |
Property and equipment, net | 15,311 | 17,563 |
Restricted cash | 1,708 | 1,733 |
Other assets | 2,379 | 2,400 |
Operating lease right-of-use assets | 34,086 | 38,516 |
Total assets | 404,883 | 519,774 |
Current liabilities: | ||
Accounts payable | 5,414 | 3,819 |
Accrued expenses and other current liabilities | 11,001 | 9,562 |
Operating lease liabilities | 5,970 | 6,994 |
Deferred revenue | 32,820 | 28,317 |
Total current liabilities | 55,205 | 48,692 |
Operating lease liabilities, net of current portion | 45,537 | 51,338 |
Deferred revenue, net of current portion | 304,000 | 322,730 |
Other liabilities | 29 | 143 |
Total liabilities | 404,771 | 422,903 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized as of December 31, 2022 and 2021; no shares issued or outstanding | 0 | 0 |
Common stock, $0.0001 par value; 175,000,000 shares authorized at December 31, 2022 and 2021; 41,803,436 shares issued and outstanding at December 31, 2022 and 41,299,720 shares issued and outstanding at December 31, 2021 | 4 | 4 |
Additional paid-in capital | 377,232 | 361,133 |
Accumulated other comprehensive loss | (3,986) | (10) |
Accumulated deficit | (373,138) | (264,256) |
Total stockholders’ equity | 112 | 96,871 |
Total liabilities and stockholders’ equity | $ 404,883 | $ 519,774 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares, issued (in shares) | 0 | 0 |
Proferred stock, shares, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 175,000,000 | 175,000,000 |
Common stock, shares, issued (in shares) | 41,803,436 | 41,299,720 |
Common stock, shares, outstanding (in shares) | 41,803,436 | 41,299,720 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Collaboration revenue | $ 19,228 | $ 1,319 |
Operating expenses: | ||
Research and development | 105,618 | 80,325 |
General and administrative | 30,747 | 21,728 |
Total operating expenses | 136,365 | 102,053 |
Loss from operations | (117,137) | (100,734) |
Other income (expense): | ||
Interest income | 5,675 | 59 |
Other income (expense), net | 2,580 | 2,494 |
Interest expense | 0 | (1,906) |
Loss on debt extinguishment | 0 | (1,233) |
Total other income (expense), net | 8,255 | (586) |
Net loss | $ (108,882) | $ (101,320) |
Net loss per share attributable to common stockholders—basic (in dollars per share) | $ (2.62) | $ (2.73) |
Net loss per share attributable to common stockholders—diluted (in dollars per share) | $ (2.62) | $ (2.73) |
Weighted average common shares outstanding—basic (in shares) | 41,591,433 | 37,171,147 |
Weighted average common shares outstanding—diluted (in shares) | 41,591,433 | 37,171,147 |
Comprehensive loss: | ||
Net loss | $ (108,882) | $ (101,320) |
Other comprehensive loss: | ||
Unrealized losses on marketable securities | (3,976) | (3) |
Total other comprehensive loss | (3,976) | (3) |
Total comprehensive loss | $ (112,858) | $ (101,323) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance at Dec. 31, 2020 | $ 146,187 | $ 4 | $ 309,126 | $ (7) | $ (162,936) |
Beginning balance (in shares) at Dec. 31, 2020 | 36,790,946 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock upon exercise of stock options | 1,418 | 1,418 | |||
Issuance of common stock upon exercise of stock options (in shares) | 508,774 | ||||
Issuance of common stock related to stock purchase agreement | 42,205 | 42,205 | |||
Issuance of common stock related to stock purchase agreement (in shares) | 4,000,000 | ||||
Stock-based compensation expense | 8,384 | 8,384 | |||
Unrealized losses on marketable securities | (3) | (3) | |||
Net loss | (101,320) | (101,320) | |||
Ending balance at Dec. 31, 2021 | $ 96,871 | $ 4 | 361,133 | (10) | (264,256) |
Ending balance (in shares) at Dec. 31, 2021 | 41,299,720 | 41,299,720 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common stock upon exercise of stock options | $ 1,763 | 1,763 | |||
Issuance of common stock upon exercise of stock options (in shares) | 489,288 | 503,716 | |||
Stock-based compensation expense | $ 14,336 | 14,336 | |||
Unrealized losses on marketable securities | (3,976) | (3,976) | |||
Net loss | (108,882) | (108,882) | |||
Ending balance at Dec. 31, 2022 | $ 112 | $ 4 | $ 377,232 | $ (3,986) | $ (373,138) |
Ending balance (in shares) at Dec. 31, 2022 | 41,803,436 | 41,803,436 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (108,882) | $ (101,320) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense related to issuance of options and employee stock purchase plan | 14,336 | 8,384 |
Depreciation and amortization expense | 3,321 | 3,227 |
Loss on disposal of property and equipment | 6 | 0 |
Loss on debt extinguishment | 0 | 1,233 |
Noncash lease expense | 4,580 | 4,288 |
Noncash interest expense | 0 | 318 |
Amortization (accretion) of premium/discount on marketable securities | (1,295) | 179 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (307) | (1,814) |
Collaboration receivable | 300,000 | (300,000) |
Accounts payable | 1,614 | 135 |
Accrued expenses and other liabilities | 1,441 | 2,653 |
Operating lease liabilities | (6,975) | (4,010) |
Deferred revenue | (14,227) | 336,477 |
Net cash provided by (used in) operating activities | 193,612 | (50,250) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,210) | (3,313) |
Purchases of marketable securities | (409,345) | (99,984) |
Proceeds from maturities of marketable securities | 166,233 | 139,470 |
Net cash provided by (used in) investing activities | (244,322) | 36,173 |
Cash flows from financing activities: | ||
Proceeds from stock purchase agreement | 0 | 42,205 |
Proceeds from issuance of common stock upon exercise of stock options | 1,763 | 1,418 |
Repayments of notes payable | 0 | (21,205) |
Net cash provided by financing activities | 1,763 | 22,418 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (48,947) | 8,341 |
Cash, cash equivalents and restricted cash at beginning of period | 102,869 | 94,528 |
Cash, cash equivalents and restricted cash at end of period | 53,922 | 102,869 |
Supplemental cash flow information: | ||
Cash paid for interest | 0 | 1,716 |
Supplemental disclosure of noncash investing and financing information: | ||
Purchases of property and equipment included in accounts payable, accrued expenses and other liabilities | 160 | 295 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 52,214 | 101,136 |
Restricted cash (non-current) | 1,708 | 1,733 |
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ 53,922 | $ 102,869 |
Nature of Business, Going Conce
Nature of Business, Going Concern and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business, Going Concern and Basis of Presentation | Nature of Business, Going Concern and Basis of Presentation Foghorn Therapeutics Inc. (the “Company”) is a clinical-stage biopharmaceutical company discovering and developing a new class of medicines targeting genetically determined dependencies within the chromatin regulatory system. The Company uses its proprietary Gene Traffic Control platform to identify, validate and potentially drug targets within the system. The Company was founded in October 2015 as a Delaware corporation. The Company is headquartered in Cambridge, Massachusetts. The Company is subject to risks similar to those of other early-stage companies in the biopharmaceutical industry, including dependence on key individuals, the need to develop commercially viable products, competition from other companies, many of whom are larger and better capitalized, the impact of the COVID-19 pandemic and the need to obtain adequate additional financing to fund the development of its products. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be maintained, that any products developed will obtain required regulatory approval or that any approved products will be commercially viable. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from the sale of its products. Going concern The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Since inception, the Company has funded its operations primarily with proceeds from sales of preferred stock, debt financing, an upfront payment of $15.0 million the Company received in July 2020 under a collaboration agreement (the “Merck Collaboration Agreement”) with Merck Sharp & Dohme Corp. (or “Merck”) (see Note 8), proceeds from the sale of common stock in the IPO completed in October 2020, proceeds of $80.0 million from the sale of common stock in December 2021 to Eli Lilly and Company (or “Lilly”) under a stock purchase agreement (the “Lilly SPA”) (See Note 8), an upfront payment of $300.0 million pursuant to a collaboration agreement completed with Lilly, the “Lilly Collaboration Agreement” (See Note 8) received in January 2022 and, most recently, the receipt of $5.0 million for the achievement of a research milestone related to the Merck Collaboration Agreement in the third quarter of 2022. The Company has incurred recurring losses, including net losses of $108.9 million and $101.3 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company had an accumulated deficit of $373.1 million. The Company expects to continue to generate operating losses in the foreseeable future. As of the issuance date of these consolidated financial statements the Company expects that its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months. The Company will need to obtain additional funding through public or private equity offerings, debt financings, collaborations, strategic alliances and/or licensing arrangements to continue to fund its operations. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborative or strategic alliances or licensing arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. Arrangements with collaborators or others may require the Company to relinquish rights to certain of its technologies or programs. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, pipeline expansion or commercialization efforts, which could adversely affect its business prospects. Although management will continue to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding in the future on terms acceptable to the Company to fund continuing operations when needed or at all. Basis of presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies 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 revenues and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition and the accrual of research and development expenses. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results may differ from those estimates or assumptions. Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. As of December 31, 2022, the Company maintained cash, cash equivalents and marketable securities at financial institutions in excess of federally insured limits. 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 provide services, supplies and materials for certain activities related to its programs. These programs could be adversely affected by a significant interruption in these services or the availability of materials. Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Marketable Securities The Company’s marketable securities are classified as available-for-sale and are carried at fair value with the unrealized gains and losses reported as a component of accumulated other comprehensive loss in stockholders’ equity. Realized gains and losses and declines in value judged to be other than temporary are included as a component of other income (expense), net based on the specific identification method. The Company classifies its marketable securities with maturities beyond one year as short-term, based on their highly liquid nature and because such marketable securities are available for current operations. Restricted cash Amounts included in restricted cash represent amounts pledged as collateral for letters of credit required for security deposits on the Company’s leased facilities. These amounts are classified as restricted cash in the Company’s consolidated balance sheets. Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 5 years Furniture and fixtures 5 years Computer equipment and software 3 years Leasehold improvements Shorter of useful life or remaining term of lease Costs for capital assets not yet placed into service are depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. Impairment of long-lived assets The Company evaluates its long-lived assets, which consist primarily of property and equipment and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not record any impairment losses on long-lived assets for the years ended December 31, 2022 or 2021. Fair value measurements Certain assets and liabilities are carried at fair value under GAAP. 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—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. Collaboration Agreements The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 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 dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. When the Company has concluded that it has a customer relationship with one of its collaborators the Company follows the guidance in ASC Topic 606, Revenue From Contracts With Customers (“ASC 606”). Revenue recognition The Company accounts for its two collaboration arrangements under ASC 606 as the Company concluded that it has a customer relationship with each of its collaborators. For additional information on the Company’s collaboration agreements, see Note 8, Collaboration Agreements, to these consolidated financial statements. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. The Company assesses the goods or services promised within each contract and determines those that are performance obligations. The promised goods or services in the Company’s arrangements would likely consist of licenses, rights to the Company’s intellectual property, research and development services and related supporting activities. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. 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, development, manufacturing and commercialization capabilities of the customer 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 transaction price is then determined and allocated to the identified performance obligations in proportion to their standalone selling prices (“SSP”) on a relative SSP basis. SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations requires significant judgment. 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. The Company validates the SSP for performance obligations by evaluating whether changes in the key assumptions used to determine the SSP will have a significant effect on the allocation of arrangement consideration between multiple performance obligations. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration 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. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. The Company records amounts as accounts receivable when the right to consideration is deemed unconditional. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded for deferred revenue. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between the transfer of the promised goods or services to the customer and the payment by the customer will be one year or less. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each 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. Research and development costs 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, and external costs of vendors engaged to conduct research, preclinical and clinical development activities 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 over the period to which they relate. Costs for research and development activities are expensed in the period in which they are incurred. Payments for such activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid expense or accrued research and development expense. Determining the prepaid and accrued balances at the end of any reporting period incorporate certain judgments and estimates by management that are based on information available to the Company including information provided by vendors regarding the progress to completion of specific tasks or costs incurred. 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. Leases In accordance with ASC 842, Leases , the Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining substantially all of the asset’s economic benefits. The Company determines if an arrangement is a lease or contains an embedded lease at inception. For arrangements that meet the definition of a lease, the Company determines the initial classification and measurement of its right-of-use asset and lease liability at the lease commencement date and thereafter if modified. The lease term includes any renewal options that the Company is reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term. The Company’s policy is to not record leases with an original term of twelve months or less on its consolidated balance sheets and recognizes those lease payments in the consolidated statements of operations and comprehensive loss as incurred over the lease term. The Company’s existing leases are for office and laboratory space and an equipment lease. In addition to rent, the leases may require the Company to pay additional costs, such as utilities, maintenance and other operating costs, which are generally referred to as non-lease components. The Company has elected to not separate lease and non-lease components. Only the fixed costs for lease components and their associated non-lease components are accounted for as a single lease component and recognized as part of a right-of-use asset and liability. Rent expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expense in the consolidated statements of operations and comprehensive loss. The Company receives payments and income from a sublease on a portion of the Company’s primary office lease (see Note 10 ) . The Company recognizes sublease income on a straight-line basis over the lease term in other income (expense), net on the consolidated statements of operations and comprehensive loss, net of any revenue share due to the Company’s lessor. Stock-based compensation The Company measures stock options with service-based vesting or performance-based vesting granted to employees, non-employees and directors based on the fair value on the date of grant using the Black-Scholes option-pricing model. Compensation expense for the awards is recognized over the requisite service period for employees and directors and as services are delivered for non-employees, both of which are generally the vesting period of the respective award. The Company uses the straight-line method to record the expense of awards with only service-based vesting conditions. The Company uses the graded-vesting method to record the expense of awards with both service-based and performance-based vesting conditions, commencing once achievement of the performance condition becomes probable. The Company accounts for forfeitures of share-based awards as they occur. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Net loss per share Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing net income(loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, adjusted for potential dilutive common shares. In periods in which the Company reported a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2022 and 2021. The following common stock equivalents presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share because including them would have had an anti-dilutive impact: December 31, 2022 2021 Stock options to purchase common stock 7,911,211 5,920,509 Warrants to purchase common stock 18,445 18,445 7,929,656 5,938,954 Segments Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company’s CODM is its chief executive officer and the Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company is focused on pioneering the discovery and development of a new class of medicines targeting genetically determined dependencies within the chromatin regulatory system. 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. For the years ended December 31, 2022 and 2021, the Company’s only element of other comprehensive loss was unrealized losses on available for sale debt securities. Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to the provision for income taxes. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. Any resulting unrecognized tax benefits are recorded within the provision for income taxes. Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) . The new standard adjusts the accounting for assets held at amortized costs basis, including marketable securities accounted for as available for sale. The standard eliminates the probable initial recognition threshold and requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For public entities, the guidance was effective for annual reporting periods beginning after December 15, 2019 and for interim periods within those fiscal years. For nonpublic entities |
Marketable Securities and Fair
Marketable Securities and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Marketable Securities and Fair Value Measurements | Marketable Securities and Fair Value Measurements As of December 31, 2022, available for sale marketable securities by security type consisted of (in thousands): Amortized Gross Gross Estimated U.S. treasury notes (due within one year) $ 7,987 $ — $ (115) $ 7,872 Commercial paper (due within one year) 56,697 2 (301) 56,398 Corporate notes and bonds (due within one year) 139,764 — (1,342) 138,422 Corporate notes and bonds (due after one year through three years) 93,122 4 (2,234) 90,892 Total $ 297,570 $ 6 $ (3,992) $ 293,584 As of December 31, 2021, available for sale marketable securities by security type consisted of (in thousands): Amortized Gross Gross Estimated Commercial paper (due within one year) $ 36,246 $ — $ (3) $ 36,243 Corporate notes and bonds (due within one year) 16,917 — (7) 16,910 Total $ 53,163 $ — $ (10) $ 53,153 The following tables present the Company’s fair value hierarchy for its assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 28,077 $ — $ — $ 28,077 U.S. treasury notes — 1,998 — 1,998 Commercial paper — 22,139 — 22,139 Marketable securities: U.S. treasury notes — 7,872 — 7,872 Commercial paper — 56,398 — 56,398 Corporate notes and bonds — 229,314 — 229,314 Total $ 28,077 $ 317,721 $ — $ 345,798 Fair Value Measurements at Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 82,252 $ — $ — $ 82,252 Commercial paper — 18,496 — 18,496 Marketable securities: Commercial paper — 36,243 — 36,243 Corporate notes and bonds — 16,910 — 16,910 Total $ 82,252 $ 71,649 $ — $ 153,901 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Laboratory equipment $ 5,884 $ 4,889 Furniture and fixtures 815 815 Computer equipment and software 100 100 Leasehold improvements 17,123 17,059 Assets not yet placed in service — 30 23,922 22,893 Less: Accumulated depreciation and amortization (8,611) (5,330) $ 15,311 $ 17,563 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following (in thousands): December 31, 2022 2021 Accrued employee compensation and benefits $ 4,743 $ 5,596 Accrued external research and development expenses 5,262 3,079 Accrued professional fees 678 495 Other 318 392 $ 11,001 $ 9,562 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock | Common Stock On December 10, 2021, concurrent with the Lilly Collaboration Agreement (See Note 8), the Company completed a stock purchase agreement with Lilly and issued and sold Lilly 4,000,000 shares of its common stock at a price of $20.00 per share, resulting in net proceeds of $80.0 million of which $42.2 million was allocated to equity upon the issuance of the Company’s common stock (see Note 8 ) . |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2020 Equity Incentive Plan The 2020 Plan provides for the grant of incentive stock options, non-qualified options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The number of shares initially reserved for issuance under the 2020 Plan was (i) 2,200,000 shares (the “share pool”), plus (ii) the number of shares of common stock available for issuance under the 2016 Plan as of the effective date of the 2020 Plan, plus the number of shares of common stock underlying awards under the 2016 Plan that on or after the date of adoption expire or become unexercisable without delivery of shares, are forfeited to, or repurchased for cash, are settled in cash, or otherwise become available again for grant under the 2016 Plan, in each case, in accordance with its terms (up to an aggregate of 5,078,295 shares). As of December 31, 2022, 1,443,846 shares remained available for future grant under the 2020 Plan. The share pool will automatically increase on January 1 of each year from 2021 to 2030 by the lesser of (i) four percent of the number of shares of our common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the board of directors on or prior to such date for such year. The number of shares reserved for issuance under the 2020 Plan was increased by 1,672,137 shares effective January 1, 2023. The 2020 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee if so delegated. Stock options granted with service-based vesting conditions generally vest over four years and expire after ten years. The exercise price for stock options granted is not less than the fair value of common stock on the date of grant. The Company bases fair value of common stock on the quoted market price. 2020 Employee Stock Purchase Plan On October 21, 2020, the Company’s board of directors adopted and its stockholders approved the 2020 Employee Stock Purchase Plan (the “ESPP”), which became effective on October 21, 2020. The aggregate number of shares of common stock available for purchase pursuant to the exercise of options under the ESPP is 360,000 shares, plus an automatic annual increase, as of January 1 of each year from 2021 to 2030, equal to the lesser of one percent of the number of shares of common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the board of directors on or prior to such date for such year (up to a maximum of 3,220,520 shares). The number of shares reserved for issuance under the ESPP was increased by 418,034 shares to 1,184,497 shares effective January 1, 2022. Eligible employees may authorize payroll deductions of up to 15% of their eligible compensation during an offering period. The purchase of shares is done at a 15% discount on the lesser of (i) the Fair Market Value of a share of Stock on the first day of the offering period and (ii) the Fair Market Value of a share of Stock on the last day of the offering period. The Company currently holds two offering periods, September 1 and March 1, respectively. The first offering period commenced under the ESPP on September 1, 2021. For the years ended December 31, 2022 and 2021, the Company recognized a $0.1 million and a de minimis amount of expense, respectively, related to the ESPP. Stock option valuation The fair value of stock option grants is estimated using the Black-Scholes option-pricing model. The Company currently 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. 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 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 following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted for the years ended December 31, 2022 and 2021 which was as follows: Year Ended December 31, 2022 2021 Risk-free interest rate 2.1 % 0.7 % Expected volatility 83.8 % 78.8 % Expected dividend yield — — Expected term (in years) 6.1 6.0 The following table summarizes the Company’s option activity for the year ended December 31, 2022 which was as follows: Number of Weighted Weighted Aggregate (in years) (in thousands) Outstanding as of December 31, 2021 5,920,509 $ 7.88 7.9 $ 88,720 Granted 3,139,200 14.09 Exercised (489,288) 3.36 Forfeited (659,210) 11.16 Outstanding as of December 31, 2022 7,911,211 $ 10.36 7.8 $ 8,648 Vested and expected to vest as of December 31, 2022 7,911,211 $ 10.36 7.8 $ 8,648 Options exercisable as of December 31, 2022 3,362,824 $ 6.41 6.6 $ 7,993 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised for the years ended December 31, 2022 and 2021 was $4.3 million and $5.3 million, respectively. The weighted average grant-date fair value of stock options granted for the years ended December 31, 2022 and 2021 was $10.08 per share and $10.40 per share, respectively. Stock-based compensation The Company recorded stock-based compensation expense related to common stock options in the following expense categories of its consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021 which was as follows (in thousands): Year Ended December 31, 2022 2021 Research and development expenses $ 6,452 $ 4,324 General and administrative expenses 7,884 4,060 $ 14,336 $ 8,384 As of December 31, 2022, total unrecognized compensation cost related to unvested options was $34.0 million, which is expected to be recognized over a weighted average period of 2.6 years. |
Collaboration Agreements
Collaboration Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Collaboration Agreement [Abstract] | |
Collaboration Agreements | Collaboration Agreements Lilly Collaboration Agreement and Stock Purchase Agreement In December 2021, the Company entered into the Lilly Collaboration Agreement to create novel oncology medicines by applying Foghorn’s proprietary Gene Traffic Control platform. The collaboration includes a co-development and co-commercialization agreement for the Company’s selective BRM oncology target, consisting of two programs, and one additional undisclosed oncology target (collectively, the “Joint Programs”). The collaboration also includes three additional discovery targets or programs (collectively, the “Discovery Programs”) for a total of six programs directed at five targets. With respect to the Joint Programs, the Company will lead discovery and early research activities through the successful completion of dose finding toxicity studies for the identified compound, while Lilly will lead development and commercialization activities of the identified compound with participation from the Company in development activities and 50% cost sharing until registrational clinical trials. The Company and Lilly may jointly develop and commercialize the Joint Program compound though the Company may, in its sole discretion, opt-out on a program-by-program basis of further participation in the development and commercialization efforts prior to t he first registrational clinical trial. If the Company does not opt-out, Lilly and the Company will continue to share in the costs to further develop and commercialize the Joint Program compound on a worldwide basis, equally share in the U.S. profits on product sales, subject to certain adjustments, and receive royalties on sales outside of the United States (“Ex-U.S.”) at royalty rates ranging from low double digits to high twenties. If the Company opts-out of further development and commercialization efforts, it will have no further obligations to share in the development and commercialization costs, will receive royalties rather than profit share on U.S. sales and will receive royalties at a lower rate on Ex-U.S. sales. With respect to the Discovery Programs, the Company will lead discovery and early research activities through the successful completion of dose finding toxicity studies for the identified compounds. The Company may, in its sole discretion, opt-in on a program-by-program basis after the successful c ompletion of dose finding toxicity to participate in the further development and commercialization efforts of the Discovery Program compounds. If the Company opts-in to the development and commercialization of the Discovery Program compounds, it will be eligible to receive milestone payments of up to $10.0 million per program upon specified research and development milestones and up to $180.0 million per program upon achievement of specified regulatory and commercial milestones and will also be eligible to share in the U.S. profits at pre-determined percentages on product sales. The Company would also be eligible to receive tiered Ex-U.S. royalty rates, calculated on a product-by-product and country-by-country basis, on net sales outside of the United States, if any, ranging from low single digits to low double digits, but less then teens. If the Company does not opt-in to further development and commercialization efforts for the Discovery Programs, it will be eligible to receive milestone payments of up to $70.0 million per program upon specified research and development milestones and up to $360.0 million per program upon achievement of specified regulatory and commercial milestones per approved product, if any. The Company would also be eligible to receive tiered royalties on net sales of products worldwide at royalty rates ranging from low single digits to low double digits, but less then teens. Lilly has the right to make substitutions for each of the five targets during the research term of each program, subject to certain limitations. Pursuant to the Lilly Collaboration Agreement, the Company will also participate in joint decision-making through the joint steering committee and subcommittees. Unless terminated earlier, the Lilly Collaboration Agreement will continue on a product-by-product basis until the expiration of all royalty obligations under the Lilly Collaboration Agreement and when neither the Company nor Lilly is developing, commercializing or manufacturing any product under the Lilly Collaboration Agreement. The Company or Lilly may terminate the Lilly Collaboration Agreement upon an uncured material breach by the other party. Lilly may also terminate the Lilly Collaboration Agreement in its entirety or on a target-by-target, program-by-program or product-by-product basis for any reason upon certain notice to the Company. Under the terms of the Lilly Collaboration Agreement, Lilly agreed to make a nonrefundable upfront payment of $300.0 million to the Company within thirty (30) business days following the effective date of the agreement. Simultaneously with the execution of the Lilly Collaboration Agreement, the Company and Lilly entered into the Lilly SPA, pursuant to which Lilly purchased 4,000,000 shares of the Company’s common stock at $20.00 per share, for an aggregate purchase price of $80.0 million. The Company determined that the Lilly Collaboration Agreement and the Lilly SPA should be evaluated as a combined contract in accordance with ASC 606. The Company determined the fair value of the shares sold under the Lilly SPA to be $37.8 million less than the contractual purchase price stipulated in the Lilly SPA. In accordance with the applicable accounting guidance in ASC 815-40, Contracts in Entity’s Own Equity , the Company determined that the sale of stock should be recorded at fair value and therefore allocated the excess consideration received under the Lilly SPA to the Lilly Collaboration Agreement, which along with the non-refundable payment of $300.0 million will be recognized as revenue over the total estimated period of performance. The Company accounted for the arrangement under ASC 606 as the Company concluded it has a customer relationship with Lilly. The Company determined that (1) the research activities performed by the Company for both the Joint Programs and the Discovery Programs (2) the development activities and cost sharing for the Joint Program development efforts after dose finding toxicity until registrational clinical trials (3) the research, development, manufacture and commercialization licenses and (4) service on the joint steering committee and subcommittees represent a single performance obligation under the Lilly Collaboration Agreement. The Company determined that Lilly cannot benefit from the licenses separately from the research activities, the development activities until registrational clinical trials and participation on the joint steering committee and subcommittees because these services are specialized and rely on the Company’s expertise such that these activities are highly interrelated and therefore not distinct. Accordingly, the promised goods and services represent one combined performance obligation, and the entire transaction price was allocated to that single combined performance obligation. The performance obligation will be satisfied over time as the Company performs the research activities, participates and shares in the cost of the development activities for the Joint Programs and participates in a joint steering committee and subcommittees to oversee these activities. The Company’s options to share in further development and commercialization efforts via its opt-in/opt-out rights will be assessed and accounted for as separate units of accounting under the relevant guidance if, and when, such options are exercised by the Company. The transaction price of $337.8 million was initially recorded as deferred revenue and is being recognized as revenue as the performance obligation is satisfied. The Company recognizes revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer over time. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Under this method, revenue is recorded as a percentage of the estimated transaction price based on the extent of progress towards completion. As of December 31, 2022, the potential research, development and regulatory milestone payments that the Company is eligible to receive were excluded from the transaction price as they were fully constrained by uncertain events. The Company will reevaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and if necessary, the Company will adjust its estimate of the transaction price. Any additions to the transaction price would be reflected in the period as a cumulative revenue catch-up based on the ratio of costs incurred to the total estimated costs expected applied to the revised transaction price. Sales-based royalties and milestone payments, which predominantly relate to the license, will be recognized if and when the related sales occur. As of December 31, 2022 , the aggregate amount of the transaction price related to the unsatisfied portion of the performance obligation was $319.8 million , which is expected to be recognized as revenue through 2029 or beyond depending on the timing of certain clinical development activities. The Company does not expect collaboration revenue to be recognized evenly over this period as it will be recognized on a percentage of completion basis (using cost-to-cost method) as the Company performs the research and development activities and participates on the joint steering committee and subcommittees, which will likely vary from period to period. In estimating the total costs to satisfy its single performance obligation pursuant to the Lilly Collaboration Agreement, the Company is required to make significant estimates including an estimate of the number of target substitutions Lilly may elect to make and the expected time and expected costs to fulfill the performance obligation. The cumulative effect of revisions to the total estimated costs to complete the Company’s single performance obligation will be recorded in the period in which the changes are identified, and amounts can be reasonably estimated. While such revisions will have no impact on the Company’s cash flows, a significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods and the classification of deferred revenue between short-term and long-term. At inception, the Company assessed the Lilly Collaboration Agreement to determine whether a significant financing component exists and concluded that a significant financing component does not exist. For the years ended December 31, 2022 and 2021 , the Company had recorded $17.4 million and $0.6 million, respectively, of revenue under the Lilly Collaboration Agreement, which was included in deferred revenue at the beginning of the respective periods. As of December 31, 2021, the upfront payment of $300.0 million was recorded as collaboration receivable on the Company's consolidated balance sheets. In January 2022, the $300.0 million was collected from Lilly. Merck Collaboration Agreement In July 2020, the Company entered into the Merck Collaboration Agreement with Merck. The Company and Merck will apply Foghorn’s proprietary Gene Traffic Control platform to discover and develop novel therapeutics. Under the Merck Collaboration Agreement, the Company granted Merck exclusive global rights to develop, manufacture and commercialize drugs that target dysregulation of a single transcription factor. Under the terms of the Merck Collaboration Agreement, the Company and Merck are each responsible to perform certain research activities in accordance with a mutually agreed upon research plan. Merck may substitute the selected transcription factor during certain stages of the research program, subject to certain limitations. Following completion of the research program, Merck is responsible for the development and commercialization of the compounds developed pursuant to the research program and any product containing such compounds. Pursuant to the Merck Collaboration Agreement, the Company will also participate on a joint steering committee. Under the terms of the agreement, Foghorn received a nonrefundable upfront payment of $15.0 million from Merck, and is eligible to receive up to $245.0 million upon achievement of specified research, development and regulatory milestones by any product candidate generated by the collaboration, and up to $165.0 million upon achievement of specified sales-based milestones per approved product from the collaboration, if any. The Company will be eligible to receive tiered royalties, calculated on a product-by-product and country-by-country basis, on net sales of approved products from the collaboration, if any, at royalty rates ranging from the mid-single digits to low tens, depending on whether the products are covered by patent rights it licenses to Merck. Unless terminated earlier, the Merck Collaboration Agreement will continue in full force and effect until one or more products has received marketing authorization and, thereafter, until expiration of all royalty obligations under the Merck Collaboration Agreement. The Company or Merck may terminate the Merck Collaboration Agreement upon an uncured material breach by the other party or insolvency of the other party. Merck may also terminate the Merck Collaboration Agreement for any reason upon certain notice to the Company. The Company determined that the (1) research, development, manufacture and commercialization licenses, (2) the research activities performed by the Company and (3) service on the joint committees represent a single performance obligation under the Merck Collaboration Agreement. The Company determined that Merck cannot benefit from the licenses separately from the research activities and participation on the joint steering committee because these services are specialized and rely on the Company’s expertise such that these activities are highly interrelated and therefore not distinct. Accordingly, the promised goods and services represent one combined performance obligation and the entire transaction price was allocated to that single combined performance obligation. The performance obligation will be satisfied over the research term as the Company performs the research activities and participates in a joint steering committee to oversee research activities. The upfront payment of $15.0 million was initially recorded as deferred revenue and is being recognized as revenue as the performance obligation is satisfied. The Company recognizes revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer over time. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Under this method, revenue is recorded as a percentage of the estimated transaction price based on the extent of progress towards completion. As of December 31, 2022, the $240.0 million of potential research, development and regulatory milestone payments that the Company is eligible to receive and have not already been achieved, see below, were excluded from the transaction price as they were fully constrained by uncertain events. The Company will reevaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and if necessary, the Company will adjust its estimate of the transaction price. Any additions to the transaction price would be reflected in the period as a cumulative revenue catch-up based on the ratio of costs incurred to the total estimated costs expected applied to the revised transaction price. Sales-based royalties and milestone payments, which predominantly relate to the license, will be recognized if and when the related sales occur. In the third quarter of 2022, the Company achieved a research milestone related to the Merck Collaboration Agreement and received a $5.0 million milestone payment from Merck. The Company considers this amount unconstrained and, as such, included this amount as an adjustment to the transaction price in the third quarter of 2022. For the year ended December 31, 2022, the Company recorded a $0.7 million revenue catch-up adjustment related to the aforementioned adjustment to the transaction price for the milestone achievement. As of December 31, 2022, the aggregate amount of the transaction price related to the unsatisfied portion of the performance obligation is $17.0 million, which is expected to be recognized as revenue through approximately 2028. The Company does not expect collaboration revenue to be recognized evenly over this period as it will be recognized on a percentage of completion basis (using cost-to-cost method) as the Company performs the research activities and participates on the joint steering committee, which will likely vary from period to period. In estimating the total costs to satisfy its single performance obligation pursuant to the Merck Collaboration Agreement, the Company is required to make significant estimates including an estimate of the number of transcription factor substitutions and the expected time and expected costs to fulfill the performance obligation. The cumulative effect of revisions to the total estimated costs to complete the Company’s single performance obligation will be recorded in the period in which the changes are identified, and amounts can be reasonably estimated. While such revisions will have no impact on the Company’s cash flows, a significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods and the classification of deferred revenue between short-term and long-term. At inception, the Company assessed the Merck Collaboration Agreement to determine whether a significant financing component exists and concluded that a significant financing component does not exist. For the year ended December 31, 2022 and 2021, the Company had recorded $1.8 million and $0.7 million of revenue under the Merck Collaboration Agreement. For the years ended December 31, 2022 and 2021, the Company had recorded $1.1 million and $0.7 million, respectively, of revenue under the Merck Collaboration Agreement, which was included in deferred revenue at the beginning of the respective periods and the classification of deferred revenue between short-term and long-term . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the years ended December 31, 2022 and 2021, the Company recorded no income tax benefits for the net deferred tax assets comprised primarily of net operating losses incurred and research and development tax credits generated in each year, due to its uncertainty of realizing a benefit from these items. All of the Company’s operating losses since inception have been generated in the United States. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate was as follows: Year Ended December 31, 2022 2021 Federal statutory income tax rate (21.0) % (21.0) % State taxes, net of federal benefit (6.0) (5.8) Federal and state research and development tax credits (4.3) (4.4) Other 1.3 0.8 Change in deferred tax asset valuation allowance 30.0 30.4 Effective income tax rate 0.0 % 0.0 % Net deferred tax assets consisted of the following (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 59,398 $ 61,083 Capitalized research expenditures 22,212 — Research and development tax credit carryforwards 14,071 9,367 Capitalized start-up costs 141 157 Accrued expenses 11,305 5,300 Stock-based compensation 3,090 1,403 Operating lease liabilities 14,052 15,952 Total deferred tax assets 124,269 93,262 Deferred tax liabilities: Depreciation (3,048) (3,551) Operating lease right-of-use assets (9,317) (10,566) Total deferred tax liabilities (12,365) (14,117) Valuation allowance 111,904 79,145 Net deferred tax assets $ — $ — As of December 31, 2022, the Company had U.S. federal and state net operating loss carryforwards of $221.7 million and $203.3 million, respectively, which may be available to offset future taxable income. The federal net operating loss carryforwards include $5.3 million which expire in 2037 and $216.4 million which carryforward indefinitely but in some circumstances may be limited to offset 80% of annual taxable income. The state net operating loss carryforwards expire at various dates beginning in 2036. As of December 31, 2022, the Company also had U.S. federal and state research and development tax credit carryforwards of $9.6 million and $5.7 million, respectively, which may be available to offset future tax liabilities and expire at various dates beginning in 2036 and 2031, respectively. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures currently and requires taxpayers to amortize them, over five years for domestically incurred expenditures and over fifteen years for foreign incurred expenditures, pursuant to Internal Revenue Code Section 174. As of December 31, 2022, the Company has recorded a gross deferred tax asset of $81.6 million related to the Capitalized IRC Section 174 expenditures. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products that would generate revenue from product sales and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2022 and 2021. Management reevaluates the positive and negative evidence at each reporting period. The valuation allowance increased by $32.8 million and $30.8 million for the years ended December 31, 2022 and 2021, respectively, primarily as a result of the increase in total deferred tax assets. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases In October 2019, the Company entered into a lease for 81,441 square feet of office and laboratory space in Cambridge, Massachusetts, commencing in January 2020 (the “Office Lease”). The initial term of the Office Lease was eight years with a five-year option to extend at fair-market rent at the time of the extension. In June 2020, the Company amended the Office Lease to defer payment of a portion of the base rent and operating expenses and to extend the lease term by nine months to September 2028. The base rent payments escalate annually over the eight-year lease term and totaled approximately $60.3 million. In connection with the Office Lease, the landlord agreed to fund up to $3.0 million in tenant improvements to the leased facility as well as up to an additional $16.3 million, which resulted in additional rent payments to the landlord over the lease term. For the years ended December 31, 2022 and 2021, $0.1 million and $2.5 million, respectively, of leasehold improvements were reimbursed by the landlord, which resulted in an increase to operating lease liabilities. The Company is obligated to pay its portion of real estate taxes and costs related to the premises, including costs of operations and management of the leased premises. The Company is required to maintain a cash balance of $1.7 million to secure a letter of credit associated with the lease. This amount was classified as restricted cash (non-current) on the consolidated balance sheets as of December 31, 2022 and 2021. The components of lease expense were as follows for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Operating lease cost $ 7,532 $ 7,547 Variable lease cost 3,323 2,892 $ 10,855 $ 10,439 Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 9,986 $ 9,737 Operating lease liabilities arising from obtaining right-of-use assets $ 150 $ — The weighted average remaining lease term and discount rate was as follows: 2022 2021 Weighted-average remaining lease term—operating leases (in years) 5.7 6.7 Weighted-average discount rate—operating leases 5.35 % 5.35 % Future annual minimum lease payments under operating leases as of December 31, 2022 was as follows (in thousands): 2023 $ 9,949 2024 10,465 2025 10,656 2026 10,912 2027 11,174 Thereafter 8,584 Total future minimum lease payments 61,740 Less: imputed interest (8,832) Less: estimated lease incentives (1,401) Total operating lease liabilities $ 51,507 Year Ended December 31, Included in the consolidated balance sheets (in thousands): 2022 2021 Current operating lease liabilities $ 5,970 $ 6,994 Operating lease liabilities, net of current portion 45,537 51,338 Total operating lease liabilities $ 51,507 $ 58,332 Sublease agreement In April 2020, the Company entered into a two-year sublease agreement to sublet 16,843 square feet of office space under the Office Lease, as amended, which began in July 2020. In February 2021, the Company entered into an amendment to the sublease to sublet 2,980 square feet of additional office space to the sublessee for the remaining lease term. In July 2021, the Company entered into an amendment to, among other things, extend the sublease through November 30, 2022. During the second quarter of 2022, the Company was given notice by its sublessee that it would terminate the sublease in accordance with its terms and vacate the subleased premises in the fourth quarter of 2022, prior to the original expiration date. On August 2, 2022, the Company entered into a sublease with another party (the “New Sublease”) to sublease the same premises. The New Sublease became effective during the fourth quarter of 2022 and has an initial term of 18 months. As of December 31, 2022, the remaining rent payments due to the Company under the New Sublease were $3.2 million. For the years ended December 31, 2022 and 2021, the Company recorded other income of $2.6 million and $2.5 million, respectively, related to its subleases. |
Leases | Leases In October 2019, the Company entered into a lease for 81,441 square feet of office and laboratory space in Cambridge, Massachusetts, commencing in January 2020 (the “Office Lease”). The initial term of the Office Lease was eight years with a five-year option to extend at fair-market rent at the time of the extension. In June 2020, the Company amended the Office Lease to defer payment of a portion of the base rent and operating expenses and to extend the lease term by nine months to September 2028. The base rent payments escalate annually over the eight-year lease term and totaled approximately $60.3 million. In connection with the Office Lease, the landlord agreed to fund up to $3.0 million in tenant improvements to the leased facility as well as up to an additional $16.3 million, which resulted in additional rent payments to the landlord over the lease term. For the years ended December 31, 2022 and 2021, $0.1 million and $2.5 million, respectively, of leasehold improvements were reimbursed by the landlord, which resulted in an increase to operating lease liabilities. The Company is obligated to pay its portion of real estate taxes and costs related to the premises, including costs of operations and management of the leased premises. The Company is required to maintain a cash balance of $1.7 million to secure a letter of credit associated with the lease. This amount was classified as restricted cash (non-current) on the consolidated balance sheets as of December 31, 2022 and 2021. The components of lease expense were as follows for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Operating lease cost $ 7,532 $ 7,547 Variable lease cost 3,323 2,892 $ 10,855 $ 10,439 Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 9,986 $ 9,737 Operating lease liabilities arising from obtaining right-of-use assets $ 150 $ — The weighted average remaining lease term and discount rate was as follows: 2022 2021 Weighted-average remaining lease term—operating leases (in years) 5.7 6.7 Weighted-average discount rate—operating leases 5.35 % 5.35 % Future annual minimum lease payments under operating leases as of December 31, 2022 was as follows (in thousands): 2023 $ 9,949 2024 10,465 2025 10,656 2026 10,912 2027 11,174 Thereafter 8,584 Total future minimum lease payments 61,740 Less: imputed interest (8,832) Less: estimated lease incentives (1,401) Total operating lease liabilities $ 51,507 Year Ended December 31, Included in the consolidated balance sheets (in thousands): 2022 2021 Current operating lease liabilities $ 5,970 $ 6,994 Operating lease liabilities, net of current portion 45,537 51,338 Total operating lease liabilities $ 51,507 $ 58,332 Sublease agreement In April 2020, the Company entered into a two-year sublease agreement to sublet 16,843 square feet of office space under the Office Lease, as amended, which began in July 2020. In February 2021, the Company entered into an amendment to the sublease to sublet 2,980 square feet of additional office space to the sublessee for the remaining lease term. In July 2021, the Company entered into an amendment to, among other things, extend the sublease through November 30, 2022. During the second quarter of 2022, the Company was given notice by its sublessee that it would terminate the sublease in accordance with its terms and vacate the subleased premises in the fourth quarter of 2022, prior to the original expiration date. On August 2, 2022, the Company entered into a sublease with another party (the “New Sublease”) to sublease the same premises. The New Sublease became effective during the fourth quarter of 2022 and has an initial term of 18 months. As of December 31, 2022, the remaining rent payments due to the Company under the New Sublease were $3.2 million. For the years ended December 31, 2022 and 2021, the Company recorded other income of $2.6 million and $2.5 million, respectively, related to its subleases. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company’s commitments under its leases are described in Note 10. License agreements The Company has entered into various exclusive and non-exclusive license agreements for certain technologies. Under the terms of these license agreements, the Company could be required to reimburse the licensors for patent expenses and remit amounts in the low single-digit as sales-based royalties upon the occurrence of specific events as outlined in the corresponding license agreements. The Company is also required to make annual license maintenance fees of less than $0.3 million and pay up to $1.1 million in regulatory milestones on each licensed product upon the occurrence of specific events as outlined in one of the license agreements. None of our product candidates utilize technologies covered by these licenses. Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, contract research organizations, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims. Legal Proceedings From time to time, the Company may become involved in litigation or other legal proceedings. The Company is not currently a party to any material litigation or legal proceedings. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Defined Contribution PlanThe Company has a 401(k) defined contribution plan (the “401(k) Plan”) for its employees. Eligible employees may make pretax contributions to the 401(k) Plan up to statutory limits. There was no discretionary match made under the 401(k) Plan as of December 31, 2022 and 2021. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Related PartiesIn October 2015, the Company entered into a five-year consulting agreement with a scientific founder of the Company and a shareholder. This agreement was amended and extended to January 1, 2024, and is subject to automatic one-year renewal terms until terminated. For the years ended December 31, 2022 and 2021, the Company paid the scientific founder $0.1 million. As of December 31, 2022 and 2021, the Company had less than $0.1 million in accounts payable to this scientific founder. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
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 revenues and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition and the accrual of research and development expenses. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results may differ from those estimates or assumptions. |
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, cash equivalents and marketable securities. As of December 31, 2022, the Company maintained cash, cash equivalents and marketable securities at financial institutions in excess of federally insured limits. 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 provide services, supplies and materials for certain activities related to its programs. These programs could be adversely affected by a significant interruption in these services or the availability of materials. |
Cash equivalents | Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. |
Marketable Securities | Marketable Securities The Company’s marketable securities are classified as available-for-sale and are carried at fair value with the unrealized gains and losses reported as a component of accumulated other comprehensive loss in stockholders’ equity. Realized gains and losses and declines in value judged to be other than temporary are included as a component of other income (expense), net based on the specific identification method. The Company classifies its marketable securities with maturities beyond one year as short-term, based on their highly liquid nature and because such marketable securities are available for current operations. |
Restricted cash | Restricted cash Amounts included in restricted cash represent amounts pledged as collateral for letters of credit required for security deposits on the Company’s leased facilities. These amounts are classified as restricted cash in the Company’s consolidated balance sheets. |
Property and equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 5 years Furniture and fixtures 5 years Computer equipment and software 3 years Leasehold improvements Shorter of useful life or remaining term of lease Costs for capital assets not yet placed into service are depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. |
Impairment of long-lived assets | Impairment of long-lived assets The Company evaluates its long-lived assets, which consist primarily of property and equipment and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset |
Fair value measurements | Fair value measurements Certain assets and liabilities are carried at fair value under GAAP. 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—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. |
Collaboration Agreements and Revenue recognition | Collaboration Agreements The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 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 dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. When the Company has concluded that it has a customer relationship with one of its collaborators the Company follows the guidance in ASC Topic 606, Revenue From Contracts With Customers (“ASC 606”). Revenue recognition The Company accounts for its two collaboration arrangements under ASC 606 as the Company concluded that it has a customer relationship with each of its collaborators. For additional information on the Company’s collaboration agreements, see Note 8, Collaboration Agreements, to these consolidated financial statements. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. The Company assesses the goods or services promised within each contract and determines those that are performance obligations. The promised goods or services in the Company’s arrangements would likely consist of licenses, rights to the Company’s intellectual property, research and development services and related supporting activities. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The Company assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. 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, development, manufacturing and commercialization capabilities of the customer 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 transaction price is then determined and allocated to the identified performance obligations in proportion to their standalone selling prices (“SSP”) on a relative SSP basis. SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations requires significant judgment. 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. The Company validates the SSP for performance obligations by evaluating whether changes in the key assumptions used to determine the SSP will have a significant effect on the allocation of arrangement consideration between multiple performance obligations. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration 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. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. The Company records amounts as accounts receivable when the right to consideration is deemed unconditional. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded for deferred revenue. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between the transfer of the promised goods or services to the customer and the payment by the customer will be one year or less. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each 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. |
Research and development costs | Research and development costs 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, and external costs of vendors engaged to conduct research, preclinical and clinical development activities 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 over the period to which they relate. Costs for research and development activities are expensed in the period in which they are incurred. Payments for such activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid expense or accrued research and development expense. Determining the prepaid and accrued balances at the end of any reporting period incorporate certain judgments and estimates by management that are based on information available to the Company including information provided by vendors regarding the progress to completion of specific tasks or costs incurred. |
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. |
Leases | Leases In accordance with ASC 842, Leases , the Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining substantially all of the asset’s economic benefits. The Company determines if an arrangement is a lease or contains an embedded lease at inception. For arrangements that meet the definition of a lease, the Company determines the initial classification and measurement of its right-of-use asset and lease liability at the lease commencement date and thereafter if modified. The lease term includes any renewal options that the Company is reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term. The Company’s policy is to not record leases with an original term of twelve months or less on its consolidated balance sheets and recognizes those lease payments in the consolidated statements of operations and comprehensive loss as incurred over the lease term. The Company’s existing leases are for office and laboratory space and an equipment lease. In addition to rent, the leases may require the Company to pay additional costs, such as utilities, maintenance and other operating costs, which are generally referred to as non-lease components. The Company has elected to not separate lease and non-lease components. Only the fixed costs for lease components and their associated non-lease components are accounted for as a single lease component and recognized as part of a right-of-use asset and liability. Rent expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expense in the consolidated statements of operations and comprehensive loss. The Company receives payments and income from a sublease on a portion of the Company’s primary office lease (see Note 10 ) . The Company recognizes sublease income on a straight-line basis over the lease term in other income (expense), net on the consolidated statements of operations and comprehensive loss, net of any revenue share due to the Company’s lessor. |
Stock-based compensation | Stock-based compensation The Company measures stock options with service-based vesting or performance-based vesting granted to employees, non-employees and directors based on the fair value on the date of grant using the Black-Scholes option-pricing model. Compensation expense for the awards is recognized over the requisite service period for employees and directors and as services are delivered for non-employees, both of which are generally the vesting period of the respective award. The Company uses the straight-line method to record the expense of awards with only service-based vesting conditions. The Company uses the graded-vesting method to record the expense of awards with both service-based and performance-based vesting conditions, commencing once achievement of the performance condition becomes probable. The Company accounts for forfeitures of share-based awards as they occur. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Net loss per share | Net loss per share Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing net income(loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, adjusted for potential dilutive common shares. In periods in which the Company reported a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Segments | Segments Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company’s CODM is its chief executive officer and the Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company is focused on pioneering the discovery and development of a new class of medicines targeting genetically determined dependencies within the chromatin regulatory system. |
Comprehensive loss | Comprehensive lossComprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the years ended December 31, 2022 and 2021, the Company’s only element of other comprehensive loss was unrealized losses on available for sale debt securities. |
Income taxes | Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to the provision for income taxes. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. Any resulting unrecognized tax benefits are recorded within the provision for income taxes. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) . The new standard adjusts the accounting for assets held at amortized costs basis, including marketable securities accounted for as available for sale. The standard eliminates the probable initial recognition threshold and requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For public entities, the guidance was effective for annual reporting periods beginning after December 15, 2019 and for interim periods within those fiscal years. For nonpublic entities |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Property and Equipment are Stated at Cost Less Accumulated Depreciation and Amortization | Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 5 years Furniture and fixtures 5 years Computer equipment and software 3 years Leasehold improvements Shorter of useful life or remaining term of lease Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Laboratory equipment $ 5,884 $ 4,889 Furniture and fixtures 815 815 Computer equipment and software 100 100 Leasehold improvements 17,123 17,059 Assets not yet placed in service — 30 23,922 22,893 Less: Accumulated depreciation and amortization (8,611) (5,330) $ 15,311 $ 17,563 |
Summary of Earnings Per Share Diluted Anti Dilutive Impact | The following common stock equivalents presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share because including them would have had an anti-dilutive impact: December 31, 2022 2021 Stock options to purchase common stock 7,911,211 5,920,509 Warrants to purchase common stock 18,445 18,445 7,929,656 5,938,954 |
Marketable Securities and Fai_2
Marketable Securities and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Available for Sale Marketable Securities By Security Type | As of December 31, 2022, available for sale marketable securities by security type consisted of (in thousands): Amortized Gross Gross Estimated U.S. treasury notes (due within one year) $ 7,987 $ — $ (115) $ 7,872 Commercial paper (due within one year) 56,697 2 (301) 56,398 Corporate notes and bonds (due within one year) 139,764 — (1,342) 138,422 Corporate notes and bonds (due after one year through three years) 93,122 4 (2,234) 90,892 Total $ 297,570 $ 6 $ (3,992) $ 293,584 As of December 31, 2021, available for sale marketable securities by security type consisted of (in thousands): Amortized Gross Gross Estimated Commercial paper (due within one year) $ 36,246 $ — $ (3) $ 36,243 Corporate notes and bonds (due within one year) 16,917 — (7) 16,910 Total $ 53,163 $ — $ (10) $ 53,153 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present the Company’s fair value hierarchy for its assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 28,077 $ — $ — $ 28,077 U.S. treasury notes — 1,998 — 1,998 Commercial paper — 22,139 — 22,139 Marketable securities: U.S. treasury notes — 7,872 — 7,872 Commercial paper — 56,398 — 56,398 Corporate notes and bonds — 229,314 — 229,314 Total $ 28,077 $ 317,721 $ — $ 345,798 Fair Value Measurements at Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 82,252 $ — $ — $ 82,252 Commercial paper — 18,496 — 18,496 Marketable securities: Commercial paper — 36,243 — 36,243 Corporate notes and bonds — 16,910 — 16,910 Total $ 82,252 $ 71,649 $ — $ 153,901 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Sumary of Property and Equipment Net | Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 5 years Furniture and fixtures 5 years Computer equipment and software 3 years Leasehold improvements Shorter of useful life or remaining term of lease Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Laboratory equipment $ 5,884 $ 4,889 Furniture and fixtures 815 815 Computer equipment and software 100 100 Leasehold improvements 17,123 17,059 Assets not yet placed in service — 30 23,922 22,893 Less: Accumulated depreciation and amortization (8,611) (5,330) $ 15,311 $ 17,563 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Table) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): December 31, 2022 2021 Accrued employee compensation and benefits $ 4,743 $ 5,596 Accrued external research and development expenses 5,262 3,079 Accrued professional fees 678 495 Other 318 392 $ 11,001 $ 9,562 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Pricing Model | The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted for the years ended December 31, 2022 and 2021 which was as follows: Year Ended December 31, 2022 2021 Risk-free interest rate 2.1 % 0.7 % Expected volatility 83.8 % 78.8 % Expected dividend yield — — Expected term (in years) 6.1 6.0 |
Schedule of Share Option Activity | The following table summarizes the Company’s option activity for the year ended December 31, 2022 which was as follows: Number of Weighted Weighted Aggregate (in years) (in thousands) Outstanding as of December 31, 2021 5,920,509 $ 7.88 7.9 $ 88,720 Granted 3,139,200 14.09 Exercised (489,288) 3.36 Forfeited (659,210) 11.16 Outstanding as of December 31, 2022 7,911,211 $ 10.36 7.8 $ 8,648 Vested and expected to vest as of December 31, 2022 7,911,211 $ 10.36 7.8 $ 8,648 Options exercisable as of December 31, 2022 3,362,824 $ 6.41 6.6 $ 7,993 |
Summary of Stock-Based Compensation Expense | The Company recorded stock-based compensation expense related to common stock options in the following expense categories of its consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021 which was as follows (in thousands): Year Ended December 31, 2022 2021 Research and development expenses $ 6,452 $ 4,324 General and administrative expenses 7,884 4,060 $ 14,336 $ 8,384 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Reconciliation of the U.S. federal statutory income tax rate to the Company's effective income tax rate | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate was as follows: Year Ended December 31, 2022 2021 Federal statutory income tax rate (21.0) % (21.0) % State taxes, net of federal benefit (6.0) (5.8) Federal and state research and development tax credits (4.3) (4.4) Other 1.3 0.8 Change in deferred tax asset valuation allowance 30.0 30.4 Effective income tax rate 0.0 % 0.0 % |
Summary of Net Deferred Tax Assets | Net deferred tax assets consisted of the following (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 59,398 $ 61,083 Capitalized research expenditures 22,212 — Research and development tax credit carryforwards 14,071 9,367 Capitalized start-up costs 141 157 Accrued expenses 11,305 5,300 Stock-based compensation 3,090 1,403 Operating lease liabilities 14,052 15,952 Total deferred tax assets 124,269 93,262 Deferred tax liabilities: Depreciation (3,048) (3,551) Operating lease right-of-use assets (9,317) (10,566) Total deferred tax liabilities (12,365) (14,117) Valuation allowance 111,904 79,145 Net deferred tax assets $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Lease Cost and Lease Details | The components of lease expense were as follows for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Operating lease cost $ 7,532 $ 7,547 Variable lease cost 3,323 2,892 $ 10,855 $ 10,439 Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 9,986 $ 9,737 Operating lease liabilities arising from obtaining right-of-use assets $ 150 $ — The weighted average remaining lease term and discount rate was as follows: 2022 2021 Weighted-average remaining lease term—operating leases (in years) 5.7 6.7 Weighted-average discount rate—operating leases 5.35 % 5.35 % |
Summary of Minimum Lease Payments | Future annual minimum lease payments under operating leases as of December 31, 2022 was as follows (in thousands): 2023 $ 9,949 2024 10,465 2025 10,656 2026 10,912 2027 11,174 Thereafter 8,584 Total future minimum lease payments 61,740 Less: imputed interest (8,832) Less: estimated lease incentives (1,401) Total operating lease liabilities $ 51,507 |
Schedule of Balance Sheet Location | Year Ended December 31, Included in the consolidated balance sheets (in thousands): 2022 2021 Current operating lease liabilities $ 5,970 $ 6,994 Operating lease liabilities, net of current portion 45,537 51,338 Total operating lease liabilities $ 51,507 $ 58,332 |
Nature of Business, Going Con_2
Nature of Business, Going Concern and Basis of Presentation (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 10, 2021 | Jan. 31, 2022 | Jul. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements | ||||||
Upfront payment received | $ 15,000 | |||||
Net losses | $ (108,882) | $ (101,320) | ||||
Incurred recurring loss | (112,858) | (101,323) | ||||
Accumulated deficit | $ 373,138 | $ 264,256 | ||||
Eli Lilly | ||||||
Organization Consolidation And Presentation Of Financial Statements | ||||||
Upfront payment received | $ 300,000 | |||||
Merck | Merck Collaboration Agreement | ||||||
Organization Consolidation And Presentation Of Financial Statements | ||||||
Payment received for achievement of milestones | $ 5,000 | |||||
Share Purchase Agreement | Eli Lilly | ||||||
Organization Consolidation And Presentation Of Financial Statements | ||||||
Sale of stock consideration received on the transaction | $ 80,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) agreement | Dec. 31, 2021 USD ($) | |
Accounting Policies [Abstract] | ||
Impairment losses on long-lived assets | $ | $ 0 | $ 0 |
Number of collaborative agreements | agreement | 2 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Property and Equipment are Stated at Cost Less Accumulated Depreciation and Amortization (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Laboratory equipment | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 5 years |
Computer equipment and software | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Earnings Per Share Diluted Anti Dilutive Impact (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 7,929,656 | 5,938,954 |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 7,911,211 | 5,920,509 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 18,445 | 18,445 |
Marketable Securities and Fai_3
Marketable Securities and Fair Value Measurements - Summary of Available for Sale Marketable Securities By Security Type (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Amortized Cost | $ 297,570 | $ 53,163 |
Gross Unrealized Gains | 6 | 0 |
Gross Unrealized Losses | (3,992) | (10) |
Estimated Fair Value | 293,584 | 53,153 |
U.S. treasury notes (due within one year) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Amortized Cost | 7,987 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (115) | |
Estimated Fair Value | 7,872 | |
Commercial paper (due within one year) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Amortized Cost | 56,697 | 36,246 |
Gross Unrealized Gains | 2 | 0 |
Gross Unrealized Losses | (301) | (3) |
Estimated Fair Value | 56,398 | 36,243 |
Corporate notes and bonds (due within one year) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Amortized Cost | 139,764 | 16,917 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (1,342) | (7) |
Estimated Fair Value | 138,422 | $ 16,910 |
Corporate notes and bonds (due after one year through three years) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Amortized Cost | 93,122 | |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | (2,234) | |
Estimated Fair Value | $ 90,892 |
Marketable Securities and Fai_4
Marketable Securities and Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | $ 293,584 | $ 53,153 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 56,398 | 36,243 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Assets, fair value | 345,798 | 153,901 |
Recurring | U.S. treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 7,872 | |
Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 56,398 | 36,243 |
Recurring | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 229,314 | 16,910 |
Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Assets, fair value | 28,077 | 82,252 |
Level 1 | Recurring | U.S. treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 0 | |
Level 1 | Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 0 | 0 |
Level 1 | Recurring | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 0 | 0 |
Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Assets, fair value | 317,721 | 71,649 |
Level 2 | Recurring | U.S. treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 7,872 | |
Level 2 | Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 56,398 | 36,243 |
Level 2 | Recurring | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 229,314 | 16,910 |
Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Assets, fair value | 0 | 0 |
Level 3 | Recurring | U.S. treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 0 | |
Level 3 | Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 0 | 0 |
Level 3 | Recurring | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Marketable securities | 0 | 0 |
Money market funds | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 28,077 | 82,252 |
Money market funds | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 28,077 | 82,252 |
Money market funds | Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 0 | 0 |
Money market funds | Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 0 | 0 |
Commercial paper | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 22,139 | 18,496 |
Commercial paper | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 0 | 0 |
Commercial paper | Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 22,139 | 18,496 |
Commercial paper | Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 0 | $ 0 |
U.S. treasury notes | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 1,998 | |
U.S. treasury notes | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 0 | |
U.S. treasury notes | Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 1,998 | |
U.S. treasury notes | Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 23,922 | $ 22,893 |
Less: Accumulated depreciation and amortization | (8,611) | (5,330) |
Property, plant and equipment, net | 15,311 | 17,563 |
Laboratory equipment | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | 5,884 | 4,889 |
Furniture and fixtures | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | 815 | 815 |
Computer equipment and software | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | 100 | 100 |
Leasehold improvements | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | 17,123 | 17,059 |
Assets not yet placed in service | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 0 | $ 30 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 3,321 | $ 3,227 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and benefits | $ 4,743 | $ 5,596 |
Accrued external research and development expenses | 5,262 | 3,079 |
Accrued professional fees | 678 | 495 |
Other | 318 | 392 |
Total | $ 11,001 | $ 9,562 |
Common Stock (Details)
Common Stock (Details) - Share Purchase Agreement - Eli Lilly $ / shares in Units, $ in Millions | Dec. 10, 2021 USD ($) $ / shares shares |
Class of Stock | |
Sale of stock, number of shares issued in transaction (in shares) | shares | 4,000,000 |
Sale of stock issue price per share (in dollars per share) | $ / shares | $ 20 |
Sale of stock consideration received on the transaction | $ 80 |
Common Stock | |
Class of Stock | |
Sale of stock consideration received on the transaction | $ 42.2 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 01, 2022 | Oct. 21, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate intrinsic value of stock options exercised | $ 4.3 | $ 5.3 | ||
Weighted average grant-date fair value of stock options granted (in dollars per share) | $ 10.08 | $ 10.40 | ||
Unrecognized compensation costs related to unvested options and unvested restricted stock | $ 34 | |||
Weighted average period of unrecognized compensation costs (years) | 2 years 7 months 6 days | |||
2020 Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 2,200,000 | |||
Number of remaining shares available for grant (in shares) | 1,443,846 | |||
Percentage of automatic annual increase in number of shares | 4% | |||
Number of additional shares authorized (in shares) | 1,672,137 | |||
Vesting period (years) | 4 years | |||
Stock option expiry period (years) | 10 years | |||
2016 Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 5,078,295 | |||
2020 Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 1,184,497 | 360,000 | ||
Percentage of automatic annual increase in number of shares | 1% | |||
Number of additional shares authorized (in shares) | 418,034 | |||
Maximum aggregate number of shares added to plan (in shares) | 3,220,520 | |||
Percentage of payroll deductions | 15% | |||
Discount of shares rate, percent | 15% | |||
Share-based payment arrangement, expense | $ 0.1 | $ 0 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Pricing Model (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 2.10% | 0.70% |
Expected volatility | 83.80% | 78.80% |
Expected dividend yield | 0% | 0% |
Expected term (in years) | 6 years 1 month 6 days | 6 years |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Share Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Beginning Balance (in shares) | 5,920,509 | |
Granted (in shares) | 3,139,200 | |
Exercised (in shares) | (489,288) | |
Forfeited (in shares) | (659,210) | |
Ending Balance (in shares) | 7,911,211 | 5,920,509 |
Vested and expected to vest (in shares) | 7,911,211 | |
Options exercisable (in shares) | 3,362,824 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 7.88 | |
Granted (in dollars per share) | 14.09 | |
Exercised (in dollars per share) | 3.36 | |
Forfeited (in dollars per share) | 11.16 | |
Ending balance (in dollars per share) | 10.36 | $ 7.88 |
Vested and expected to vest (in dollars per share) | 10.36 | |
Options, exercisable (in dollars per share) | $ 6.41 | |
Weighted Average Contractual Term | ||
Outstanding weighted average contractual term | 7 years 9 months 18 days | 7 years 10 months 24 days |
Vested and expected to vest | 7 years 9 months 18 days | |
Options exercisable | 6 years 7 months 6 days | |
Aggregate Intrinsic Value | ||
Outstanding aggregate intrinsic value | $ 8,648 | $ 88,720 |
Vested and expected to vest | 8,648 | |
Options exercisable | $ 7,993 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement | ||
Share-based payment arrangement, non-cash expense | $ 14,336 | $ 8,384 |
Research and development expenses | ||
Share-based Payment Arrangement | ||
Share-based payment arrangement, non-cash expense | 6,452 | 4,324 |
General and administrative expenses | ||
Share-based Payment Arrangement | ||
Share-based payment arrangement, non-cash expense | $ 7,884 | $ 4,060 |
Collaboration Agreement (Detail
Collaboration Agreement (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Dec. 10, 2021 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) target | Jul. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) program target | Dec. 31, 2021 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative | |||||||
Upfront payment received | $ 15,000 | ||||||
Revenue | $ 19,228 | $ 1,319 | |||||
Collaboration receivable | $ 300,000 | $ 0 | 300,000 | ||||
Eli Lilly | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||||
Number of additional targets | target | 3 | ||||||
Number of programs | program | 6 | ||||||
Number of targets | target | 5 | ||||||
Upfront payment received | $ 300,000 | ||||||
Difference between fair value of shares and contract price | $ 37,800 | ||||||
Deferred revenue | 337,800 | $ 319,800 | 337,800 | ||||
Revenue | 17,400 | 600 | |||||
Eli Lilly | Share Purchase Agreement | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 4,000,000 | ||||||
Sale of stock issue price per share (in dollars per share) | $ / shares | $ 20 | ||||||
Sale of stock consideration received on the transaction | $ 80,000 | ||||||
Merck | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||||
Deferred revenue | 15,000 | ||||||
Revenue | 1,100 | 700 | |||||
Unsatisfied portion of the performance obligation | 17,000 | ||||||
Maximum | Sales based | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||||
Amount receivable for achievement of milestones | 165,000 | ||||||
Research Development And Regulatory | Merck | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||||
Amount receivable for achievement of milestones | 240,000 | ||||||
Research Development And Regulatory | Maximum | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||||
Amount receivable for achievement of milestones | $ 245,000 | ||||||
Research Development And Regulatory | Maximum | Eli Lilly | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||||
Amount receivable for achievement of milestones | 10,000 | ||||||
Amounts receivable for opt out milestones | 70,000 | ||||||
Sales Based Milestone | Eli Lilly | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||||
Amount receivable for achievement of milestones | 180,000 | ||||||
Amounts receivable for opt out milestones | $ 360,000 | ||||||
Merck Collaboration Agreement | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||||
Revenue | 1,800 | $ 700 | |||||
Merck Collaboration Agreement | Merck | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||||
Payment received for achievement of milestones | $ 5,000 | ||||||
Merck Collaboration Agreement | Merck | Scenario, Adjustment | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||||
Revenue | $ 700 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of the U.S. federal statutory income tax rate to the Company's effective income tax rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | (21.00%) | (21.00%) |
State taxes, net of federal benefit | (6.00%) | (5.80%) |
Federal and state research and development tax credits | (4.30%) | (4.40%) |
Other | 1.30% | 0.80% |
Change in deferred tax asset valuation allowance | 30% | 30.40% |
Effective income tax rate | 0% | 0% |
Income Taxes - Summary of Net D
Income Taxes - Summary of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 59,398 | $ 61,083 |
Capitalized research expenditures | 22,212 | 0 |
Research and development tax credit carryforwards | 14,071 | 9,367 |
Capitalized start-up costs | 141 | 157 |
Accrued expenses | 11,305 | 5,300 |
Stock-based compensation | 3,090 | 1,403 |
Operating lease liabilities | 14,052 | 15,952 |
Total deferred tax assets | 124,269 | 93,262 |
Deferred tax liabilities: | ||
Depreciation | (3,048) | (3,551) |
Operating lease right-of-use assets | (9,317) | (10,566) |
Total deferred tax liabilities | (12,365) | (14,117) |
Valuation allowance | 111,904 | 79,145 |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency | ||
Deferred tax assets | $ 124,269,000 | $ 93,262,000 |
Increase in valuation allowance | 32,800,000 | 30,800,000 |
Unrecognized tax benefits | 0 | $ 0 |
Research Tax Credit Carryforward | ||
Income Tax Contingency | ||
Deferred tax assets | 81,600,000 | |
Domestic Tax Authority | ||
Income Tax Contingency | ||
Operating loss carry forward | 221,700,000 | |
Operating loss subject to expiration expiration | 5,300,000 | |
Operating loss without expiration | $ 216,400,000 | |
Operating loss carryforward limit percentage | 80% | |
Tax credit carry forward | $ 9,600,000 | |
State and Local Jurisdiction | ||
Income Tax Contingency | ||
Operating loss carry forward | 203,300,000 | |
Tax credit carry forward | $ 5,700,000 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | 96 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2027 USD ($) | Feb. 28, 2021 ft² | Apr. 30, 2020 ft² | Oct. 31, 2019 USD ($) ft² | |
Lessee, Lease, Description | ||||||
Restricted cash | $ 1,708 | $ 1,733 | ||||
Future sublease income outstanding | 3,200 | |||||
Sublease income recorded as other income | 2,600 | 2,500 | ||||
Office and Laboratory Space In Cambridge, Massachusetts | ||||||
Lessee, Lease, Description | ||||||
Area of leased property | ft² | 81,441 | |||||
Lessee, operating lease, term of contract | 8 years | |||||
Operating lease term extension | 5 years | |||||
Reimbursements from lessor | 100 | $ 2,500 | ||||
Restricted cash | $ 1,700 | |||||
Office and Laboratory Space In Cambridge, Massachusetts | Forecast | ||||||
Lessee, Lease, Description | ||||||
Operating lease rent payments | $ 60,300 | |||||
Office and Laboratory Space In Cambridge, Massachusetts | Maximum | ||||||
Lessee, Lease, Description | ||||||
Leasehold improvements landlord allowance | $ 3,000 | |||||
Leasehold improvements landlord allowance to be repaid | $ 16,300 | |||||
Office Space In Cambridge, Massachusetts | ||||||
Lessee, Lease, Description | ||||||
Area of leased property | ft² | 16,843 | |||||
Lessor, operating lease, term of contract | 2 years | |||||
Additional Office Space In Cambridge, Massachusetts | ||||||
Lessee, Lease, Description | ||||||
Area of leased property | ft² | 2,980 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 7,532 | $ 7,547 |
Variable lease cost | 3,323 | 2,892 |
Total | $ 10,855 | $ 10,439 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 9,986 | $ 9,737 |
Operating lease liabilities arising from obtaining right-of-use assets | $ 150 | $ 0 |
Leases - Summary of Weighted-Av
Leases - Summary of Weighted-Average Remaining Lease Term and Discount Rate Leases (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term—operating leases (in years) | 5 years 8 months 12 days | 6 years 8 months 12 days |
Weighted-average discount rate—operating leases | 5.35% | 5.35% |
Leases - Summary of Minimum Lea
Leases - Summary of Minimum Lease Payment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, Payment, Due | ||
2023 | $ 9,949 | |
2024 | 10,465 | |
2025 | 10,656 | |
2026 | 10,912 | |
2027 | 11,174 | |
Thereafter | 8,584 | |
Total future minimum lease payments | 61,740 | |
Less: imputed interest | (8,832) | |
Less: estimated lease incentives | (1,401) | |
Total operating lease liabilities | $ 51,507 | $ 58,332 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Current operating lease liabilities | $ 5,970 | $ 6,994 |
Operating lease liabilities, net of current portion | 45,537 | 51,338 |
Total operating lease liabilities | $ 51,507 | $ 58,332 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Stanford License Agreement - Maximum $ in Millions | Jul. 31, 2017 USD ($) |
Contingencies | |
Annual license maintenance fees | $ 0.3 |
Milestones payable upon event | $ 1.1 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 01, 2022 | Oct. 31, 2015 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction | ||||
Service agreement renewal term | 1 year | |||
Affiliated Entity | Director | ||||
Related Party Transaction | ||||
Service agreement term | 5 years | |||
Payments made to related party under service agreement | $ 0.1 | $ 0.1 | ||
Affiliated Entity | Scientific Founder | ||||
Related Party Transaction | ||||
Accounts payable, related party | $ 0.1 | $ 0.1 |