Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TALS | |
Entity Registrant Name | TALARIS THERAPEUTICS, INC. | |
Entity Central Index Key | 0001827506 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 42,166,025 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-40384 | |
Entity Tax Identification Number | 83-2377352 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 93 Worcester St. | |
Entity Address, City or Town | Wellesley | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02481 | |
City Area Code | 502 | |
Local Phone Number | 398-9250 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 24,224 | $ 13,670 |
Marketable securities | 141,589 | 167,612 |
Prepaid and other current assets | 3,047 | 4,331 |
Total current assets | 168,860 | 185,613 |
Property and equipment, net | 2,584 | 5,348 |
Right-of-use assets | 1,052 | 2,643 |
Other assets | 111 | 111 |
Total assets | 172,607 | 193,715 |
Current liabilities: | ||
Accounts payable | 3,384 | 3,887 |
Accrued expenses | 6,044 | 6,665 |
Lease liability, current | 751 | 910 |
Total current liabilities | 10,179 | 11,462 |
Share repurchase liability | 162 | 208 |
Other liabilities | 14 | 16 |
Lease liability, net of current | 521 | 1,974 |
Total liabilities | 10,876 | 13,660 |
Stockholders' equity | ||
Common stock, $0.0001 par value, 140,000,000 shares authorized and 41,910,130 issued and outstanding and 10,000,000 non-voting shares authorized as of March 31, 2023 and 140,000,000 shares authorized and 41,629,426 issued and outstanding and 10,000,000 non-voting shares authorized as of December 31, 2022 | 4 | 4 |
Additional paid-in-capital | 349,264 | 345,513 |
Accumulated deficit | (187,238) | (164,741) |
Accumulated other comprehensive loss | (299) | (721) |
Total stockholders' equity | 161,731 | 180,055 |
Total liabilities and stockholders' equity | $ 172,607 | $ 193,715 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 140,000,000 | 140,000,000 |
Common stock, shares issued | 41,910,130 | 41,629,426 |
Common stock, shares outstanding | 41,910,130 | 41,629,426 |
Non-voting Shares | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses | ||
Research and development | $ 13,415 | $ 14,196 |
General and administrative | 6,182 | 4,218 |
Restructuring costs | 4,481 | |
Total operating expenses | 24,078 | 18,414 |
Loss from operations | (24,078) | (18,414) |
Interest and other income, net | 1,581 | 155 |
Net loss | (22,497) | (18,259) |
Unrealized gain (loss) on marketable securities | 422 | (848) |
Total other comprehensive loss | 422 | (848) |
Total comprehensive loss | (22,075) | (19,107) |
Net loss | $ (22,497) | $ (18,259) |
Net loss per common share, diluted | $ (0.54) | $ (0.45) |
Net loss per common share, basic | $ (0.54) | $ (0.45) |
Weighted average number of common shares outstanding used in computation of net loss per common share, basic | 41,796,830 | 40,980,213 |
Weighted average number of common shares outstanding used in computation of net loss per common share, diluted | 41,796,830 | 40,980,213 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2021 | $ 242,809 | $ 4 | $ 333,730 | $ (90,847) | $ (78) |
Beginning balance, shares at Dec. 31, 2021 | 40,913,049 | ||||
Issuance of common stock upon exercise of stock options | 131 | 131 | |||
Issuance of common stock upon exercise of stock options, shares | 110,819 | ||||
Stock-based compensation expense | 2,197 | 2,197 | |||
Net loss | (18,259) | (18,259) | |||
Unrealized (loss) gain on marketable securities | (848) | (848) | |||
Ending balance at Mar. 31, 2022 | 226,030 | $ 4 | 336,058 | (109,106) | (926) |
Ending balance, shares at Mar. 31, 2022 | 41,023,868 | ||||
Beginning balance at Dec. 31, 2021 | 242,809 | $ 4 | 333,730 | (90,847) | (78) |
Beginning balance, shares at Dec. 31, 2021 | 40,913,049 | ||||
Net loss | (73,900) | ||||
Ending balance at Dec. 31, 2022 | $ 180,055 | $ 4 | 345,513 | (164,741) | (721) |
Ending balance, shares at Dec. 31, 2022 | 41,629,426 | 41,629,426 | |||
Issuance of common stock upon exercise of stock options | $ 92 | 92 | |||
Issuance of common stock upon exercise of stock options, shares | 49,040 | 87,781 | |||
Vesting of restricted stock units | 192,832 | ||||
Stock-based compensation expense | $ 3,659 | 3,659 | |||
Net loss | (22,497) | (22,497) | |||
Unrealized (loss) gain on marketable securities | 422 | 422 | |||
Ending balance at Mar. 31, 2023 | $ 161,731 | $ 4 | $ 349,264 | $ (187,238) | $ (299) |
Ending balance, shares at Mar. 31, 2023 | 41,910,130 | 41,910,039 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||
Net loss | $ (22,497) | $ (18,259) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 436 | 297 | |
Accretion and amortization of marketable securities, net | (1,285) | 3 | |
Amortization of right-of-use assets | 203 | 191 | |
Stock-based compensation expense | 3,659 | 2,197 | |
Asset impairment | 2,712 | ||
Loss on disposal of assets | 19 | ||
Changes in operating assets and liabilities: | |||
Prepaid and other current assets | 1,284 | (346) | |
Other assets | (7) | ||
Accounts payable | (414) | 755 | |
Accrued expenses | (793) | (1,054) | |
Operating lease liability | (224) | (129) | |
Other liabilities | (2) | 72 | |
Net cash used in operating activities | (16,902) | (16,280) | $ (60,900) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (320) | (1,341) | |
Purchases of marketable securities | (25,270) | (39,982) | |
Maturities of marketable securities | 53,000 | 61,750 | |
Net cash provided by investing activities | 27,410 | 20,427 | |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 46 | 30 | |
Net cash provided by financing activities | 46 | 30 | |
Net increase in cash and cash equivalents | 10,554 | 4,177 | |
Cash and cash equivalents at beginning of period | 13,670 | 18,614 | 18,614 |
Cash and cash equivalents at end of period | 24,224 | 22,791 | $ 13,670 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Property and equipment additions included in accounts payable and accrued expenses | $ 230 | $ 667 |
Nature of Business and Liquidit
Nature of Business and Liquidity | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Liquidity | 1. Nature of Business and Liquidity Talaris Therapeutics, Inc. (“Talaris” or the “Company”) is a cell therapy company developing an innovative method of allogeneic hematopoietic stem cell transplantation (“allo-HSCT”), called Facilitated Allo-HSCT Therapy. The Company maintains corporate offices in Boston, Massachusetts, a laboratory in Houston, Texas and its cell processing facility in Louisville, Kentucky. In February 2023, the Company announced the discontinuation of our FREEDOM-1 and FREEDOM-2 clinical trials evaluating FCR001’s ability to induce durable tolerance in living donor kidney transplant recipients. This decision was primarily attributable to the pace of enrollment and the associated timeline to critical milestones. In February 2023, the Company also announced a comprehensive review of strategic alternatives focused on maximizing shareholder value, including, but not limited to, an acquisition, merger, possible business combinations and/or a divestiture of the Company's cell therapy chemistry, manufacturing and controls ("CMC") capabilities. In March 2023, pending the outcome of the Company's review of strategic alternatives, the Company voluntarily paused enrollment in the FREEDOM-3 Phase 2 clinical trial evaluating FCR001's ability to induce tolerance in diffuse systemic scleroderma, a severe autoimmune disease, while continuing to evaluate patients for potential future enrollment. In April 2023, the Company’s Board of Directors approved, and the Company announced a further reduction in force (the “April Reduction in Force”) that is expected to result in the termination of approximately 80 additional employees, or approximately 95 % of the Company’s remaining workforce. The Company estimates that the April Reduction in Force will be substantially completed by May 26, 2023. Initial Public Offering The Company completed an initial public offering (“IPO”) on May 11, 2021 in which the Company issued and sold 8,825,000 shares of its common stock at a public offering price of $ 17.00 per share. The Company’s aggregate gross proceeds from the sale of shares in the IPO was $ 150.0 million before underwriting discounts and commissions and other expenses of approximately $ 12.9 million. Upon completion of the offering, the Company’s outstanding convertible preferred stock was automatically converted into shares of common stock and non-voting common stock. Following the IPO, there were no shares of preferred stock outstanding. Prior to the IPO, on April 30, 2021, the Company’s board of directors and shareholders approved a one-for-5.35 reverse share split of issued and outstanding common shares and incentive shares and a proportional adjustment to the existing conversion ratios for the Company’s convertible preferred stock. Liquidity and Going Concern The accompanying interim financial statements have been prepared assuming that the Company will continue as a going concern. Management has evaluated whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Since its inception, the Company has incurred net losses and negative cash flows from operations. During the three months ended March 31, 2023 and the year ended December 31, 2022, the Company incurred a net loss of $ 22.5 million and $ 73.9 million, respectively, and used $ 16.9 million and $ 60.9 million in cash for operations, respectively. In addition, as of March 31, 2023, the Company had an accumulated deficit of $ 187.2 million . The Company expects to continue to generate operating losses and negative cash flows for the foreseeable future. The Company currently expects the cash and cash equivalents of $ 24.2 million and marketable securities of $ 141.6 million as of March 31, 2023, will be sufficient to fund its operating expenses and capital requirements for more than twelve months from the date the financial statements are available to be issued. However, due to consideration of certain qualitative factors, including the discontinuation or pause of all clinical trials, CMC operations and research activities, as well as workforce reduction of all but a few custodial employees, the Company has concluded there is substantial doubt regarding the ability to continue as a going concern for more than twelve months from the date that the financial statements are available to be issued. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company does not currently expect to progress any product candidate through clinical trials or commercial approval and it does not currently expect to generate any revenue from product sales. The Company does expect to devote substantial time and resources to exploring strategic alternatives that the board of directors believes will maximize stockholder value. Despite devoting significant efforts to identify and evaluate potential strategic alternatives, there can be no assurance that this strategic review process will result in the Company pursuing any transaction or that any transaction, if pursued, will be completed on attractive terms or at all. The Company has not set a timetable for completion of this strategic review process, and the board of directors has not approved a definitive course of action. Additionally, there can be no assurances that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated or lead to increased stockholder value, or that the Company will make any additional cash distributions to stockholders. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of financial statements, and the reported amounts of income and expense during the reporting period. The most significant estimates relate to the determination of the fair value of stock option grants and estimates related to the amount of prepaid and accrued research and development expenses as of the balance sheet date. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when the facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of March 31, 2023 and December 31, 2022 , cash and cash equivalents consisted primarily of checking and savings deposits, money market fund holdings, and commercial paper. Marketable Securities The Company classifies its marketable securities as available-for-sale securities, which are carried at their fair value based on the quoted market prices of the securities. Unrealized gains and losses are reported as accumulated other comprehensive loss, a separate component of stockholders’ deficit. Realized gains and losses on available-for-sale securities are included in net loss in the period earned or incurred. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset. Equipment and furniture and fixtures are depreciated over five or seven year lives. Leasehold improvements are amortized over the shorter of the lease term or the five-year estimated useful life of the asset . Computer equipment and computer software are depreciated over three years . Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are expensed as incurred. Impairment of Long-Lived Assets The Company evaluates its long-lived assets, which consist primarily of property and equipment, 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 determined a triggering event had occurred as of March 31, 2023 indicating the carrying amount of certain assets may not be recoverable. For additional disclosures regarding the $ 2.7 million non-cash impairment charge and accompanying analysis, refer to Note 6. During the year ended December 31, 2022 , the Company recorded a $ 0.2 million non-cash impairment charge (see Note 6). Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. The Company’s investment policy includes guidelines regarding the quality of the financial institutions and financial instruments and defines allowable investments that it believes minimizes the exposure to concentration of credit risk. The Company may invest in money market funds (minimum of $ 1 billion in assets), U.S. Treasury securities, corporate debt, bank debt, U.S. government-related agency securities, other sovereign debt, municipal debt and commercial paper. These deposits may exceed federally insured limits. The Company has not experienced any losses historically in these accounts and believes that it is not exposed to significant credit risk as its deposits are held at financial institutions that management believes to be of high credit quality. On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver. On March 27, 2023, SVB was acquired by First-Citizen BancShares, Inc ("First-Citizen"). Similarly, on May 1, 2023, First Republic Bank (“FRB”) was closed by the California Department of Financial Protection and Innovation and the FDIC was appointed as receiver. JPMorgan Chase Bank, National Association (N.A.) acquired all of FRB’s deposit accounts and substantially all of its assets. The Company historically did not and currently does not have banking relationships with SVB or FRB. Fair Value of Financial Instruments Fair value is defined as the price that the Company would receive to sell an investment in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 investments) and the lowest priority to unobservable inputs (Level 3 investments). The three levels of the fair value hierarchy are as follows: • Level 1 inputs: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 inputs: Quoted prices in markets that are not considered to be active or financial instrument valuations for which all significant inputs are observable, either directly or indirectly; and • Level 3 inputs: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Financial instruments are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the investment. The Company’s money market funds and marketable securities are carried at fair value determined according to the fair value hierarchy described above (Level 1 and Level 2, respectively). Research and Development Expenses Research and development expenses include (i) employee-related expenses, including salaries, benefits, travel and stock-based compensation expense; (ii) external research and development expenses incurred under arrangements with third parties, such as contract research organization agreements, investigational sites, and consultants; (iii) the cost of acquiring, developing, and manufacturing clinical study materials; (iv) costs associated with preclinical and clinical activities and regulatory operations; (v) costs incurred in development of intellectual property; and (vi) an allocated portion of facilities and other infrastructure costs associated with our research and development activities. Costs incurred in connection with research and development activities are expensed as incurred. The Company enters into consulting, research, and other agreements with commercial entities, researchers, universities, and others for the provision of goods and services. Such arrangements are generally cancelable upon reasonable notice and payment of costs incurred. Costs are considered incurred based on an evaluation of the progress to completion of specific tasks under each contract using information and data provided by the respective vendors, including the Company’s clinical sites. These costs consist of direct and indirect costs associated with specific projects, as well as fees paid to various entities that perform certain research on behalf of the Company. Depending upon the timing of payments to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management’s estimates of the work performed under service agreements, milestones achieved, and experience with similar contracts. The Company monitors each of these factors and adjusts estimates accordingly. Stock-Based Compensation The Company measures all stock options and other stock-based awards granted to employees, nonemployees, and directors based on the fair value on the date of the grant and recognizes stock-based compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock option, restricted stock unit, and stock appreciation right awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company’s policy is to account for forfeitures when they occur. The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company recently completed its IPO and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the US 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 zero because the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Prior to the Company’s IPO, the Company considered the estimated fair value of the common stock as of the measurement date in determining the exercise price for options granted. The estimated fair value of the common stock was determined at each grant date based upon a variety of factors, including the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock (including convertible preferred stock), the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event. Among other factors are the Company’s financial position and historical financial performance, forecasted future operations of the Company, an evaluation or benchmark of the Company’s competition, and the current business climate in the marketplace. Significant changes to the key assumptions underlying the factors used could result in different fair values of common stock at each valuation date. The fair value for options granted since the Company’s IPO are based on the closing stock price on grant date. 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 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 income tax expense. 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 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 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. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions. These reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. The Company had no significant uncertain tax positions as of March 31, 2023 and December 31, 2022 . Basic and Diluted Net Loss Per Share The Company calculates basic and diluted net loss per share using the two-class method. The two-class method requires income available to common stock as if all income for the period had been distributed. Accordingly, basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration of potential dilutive securities. Diluted net loss per share is computed by dividing the net loss by the sum of the weighted average number of common shares outstanding during the period plus the dilutive effects of potentially dilutive securities outstanding during the period. Potentially dilutive securities include vested and unexercised stock options, restricted stock issued upon early exercise of stock options, convertible preferred shares and contingent stock liabilities. The dilutive effect of stock options and contingent stock liabilities are computed using the treasury stock method and the dilutive effect of convertible preferred shares is calculated using the if-converted method. The Company has generated a net loss for all periods presented, therefore diluted net loss per share is the same as basic net loss per share since the inclusion of potentially dilutive securities would be anti-dilutive. Segments Operating segments are defined as components of an entity for which separate financial information is made available and is regularly evaluated by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company’s CODM is the chief executive officer and operations are managed as a single segment for the purposes of assessing performance and making operating decisions. Comprehensive Loss Comprehensive loss represents net loss for the period plus the results of certain other changes in stockholders’ equity. The Company’s comprehensive loss included unrealized gains related to marketable securities for the three months ended March 31, 2023 and 2022 . Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , and subsequently has issued additional guidance (collectively, “ASC 842”), which requires companies to generally recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. The Company adopted ASC 842 on January 1, 2022 using the modified retrospective approach, with no restatement of prior periods. Upon adoption, the Company elected the package of transitional practical expedients which allowed the Company to carry forward prior conclusions related to whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases and initial direct costs for existing leases. In addition, the Company made an accounting policy election to not apply the recognition requirements in the leasing standards to short-term leases, which is a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that it is reasonably certain to exercise. As a result of the adoption of the new leasing standards, on January 1, 2022, the Company recorded right-of-use assets of $ 3.4 million and operating lease liabilities of $ 3.5 million. The adoption did not have a material impact on the statement of operations or the statement of cash flows. For additional information on the adoption of the new leasing standard, refer to Note 8. |
Fair Value of Financial Assets
Fair Value of Financial Assets | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets | 3. Fair Value of Financial Assets The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs the Company utilized to determine such fair value (in thousands) : March 31, 2023 Total Level 1 Level 2 Level 3 Financial assets: Money market funds (cash equivalents) $ 23,811 $ 23,811 $ — $ — Marketable securities 141,589 16,932 124,657 — Total financial assets measured at fair value $ 165,400 $ 40,743 $ 124,657 $ — December 31, 2022 Total Level 1 Level 2 Level 3 Financial assets: Money market funds (cash equivalents) $ 12,309 $ 12,309 $ — $ — Marketable securities 167,612 31,718 135,894 — Total financial assets measured at fair value $ 179,921 $ 44,027 $ 135,894 $ — |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2023 | |
Marketable Securities [Abstract] | |
Marketable Securities | 4. Marketable Securities The fair value of the Company’s marketable securities as of March 31, 2023 and December 31, 2022 is based on level 1 and level 2 inputs. The Company’s investments consist mainly of U.S. government and agency securities, government-sponsored bond obligations and certain other corporate debt securities. Fair value is determined by taking into consideration valuations obtained from third-party pricing services. The third-party pricing services utilize industry standard valuation models, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities; issuer credit spreads; benchmark securities; and other observable inputs. There were no transfers between levels within the hierarchy during the three months ended March 31, 2023 and the year ended December 31, 2022. The Company has assessed U.S. government treasuries as level 1 and all other marketable securities as level 2 within the fair value hierarchy of ASC 820. The Company classifies its entire investment portfolio as available-for-sale as defined in ASC 320, Debt Securities . Securities are carried at fair value with the unrealized gains (losses) reported in other comprehensive loss. As of March 31, 2023 and December 31, 2022, none of the Company’s investments were determined to be other than temporarily impaired. The following table summarizes the Company’s investments (in thousands) : March 31, 2023 Amortized Unrealized Unrealized Estimated Commercial paper $ 111,739 $ 6 $ ( 181 ) $ 111,564 Government and agency securities 30,149 — ( 124 ) 30,025 Total $ 141,888 $ 6 $ ( 305 ) $ 141,589 December 31, 2022 Amortized Unrealized Unrealized Estimated Commercial paper $ 119,313 $ 19 $ ( 365 ) $ 118,967 Government and agency securities 43,016 — ( 368 ) 42,648 Corporate debt securities 6,004 — ( 7 ) 5,997 Total $ 168,333 $ 19 $ ( 740 ) $ 167,612 The aggregate fair value of available-for-sale securities in an unrealized loss position as of March 31, 2023 was $ 125.0 million . The Company has reviewed its portfolio of available-for-sale debt securities and determined that the decline in fair value below cost did not result from credit-loss related factors. As such, no allowance for credit losses was recorded as of March 31, 2023 . |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid and Other Current Assets | 5. Prepaid and Other Current Assets Prepaid and other current assets consisted of the following (in thousands) : March 31, December 31, 2023 2022 Prepaid insurance $ 325 $ 1,037 Prepaid research and development expenses 1,809 2,426 Other current assets 913 868 Total prepaid and other current assets $ 3,047 $ 4,331 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands) : March 31, December 31, 2023 2022 Equipment $ 4,727 $ 6,562 Leasehold improvements 918 1,191 Computer equipment 861 859 Furniture and fixtures 524 674 Construction in progress 63 242 Total property and equipment 7,093 9,528 Less accumulated depreciation ( 4,509 ) ( 4,180 ) Property and equipment, net $ 2,584 $ 5,348 Depreciation expense was $ 0.4 million and $ 0.3 million for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 , the Company reviewed the cumulative impact of its announcements in February, March and April of 2023 to discontinue its FREEDOM-1 and FREEDOM-2 clinical trials and initiate a reduction in force of 33 % of its employees, pause enrollment in its FREEDOM-3 clinical trial and initiat a second reduction in force of 95 % of its remaining employees, respectively, on the carrying value of certain of its long-lived assets. The analysis resulted in the Company determining a triggering event had occurred in relation to the long-lived assets used primarily in the Company's CMC operations with a net book value of $ 4.7 million as of March 31, 2023 . The net book value of these assets consisted of $ 3.9 million of equipment, $ 0.5 million of leasehold improvements and $ 0.3 million of furniture and fixtures. The Company obtained third-party quotes to assess the current fair value of these assets and determine if an impairment had occurred. The value determined from these quotes was $ 2.0 million, resulting in the Company recording a non-cash impairment expense of $ 2.7 million for the assets. The impairment amount was allocated $ 2.2 million to equipment, $ 0.3 million to leasehold improvements and $ 0.2 million to furniture and fixtures. The $ 2.7 million impairment has been recorded in restructuring costs in the accompanying statement of operations and comprehensive loss. In July 2022, the Company received a notice from a third-party vendor indicating the decommissioning of its software platform. As a result, the Company recorded a $ 0.2 million non-cash impairment expense in research and development operating expense in the statement of operations and comprehensive loss for the year ended December 31, 2022. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consisted of the following (in thousands) : March 31, December 31, 2023 2022 Compensation and benefit costs $ 3,200 $ 3,566 Research and development expenses 1,768 1,978 Professional fees, consulting and other 1,076 1,121 Total accrued expenses $ 6,044 $ 6,665 As a result of the Company's initial reduction in force announced in February 2023, the Company recorded restructuring costs of $ 1.8 million in the accompanying statement of operations and comprehensive loss, related to severance and employee termination costs during the three months ended March 31, 2023 . The Company made cash payments of $ 0.4 million during the three months ended March 31, 2023 . The outstanding balance of $ 1.4 million is reflected in accrued expenses within the accompanying balance sheet and in compensation and benefit costs in the above as of March 31, 2023, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Leases The Company currently has four active lease agreements for office and laboratory space and related equipment. The Company's cell processing facility lease is located on the University of Louisville campus in Louisville, Kentucky (the “Louisville Lease”). This lease has a termination date in November 2023 , with an option to extend for three additional one-year renewals at the Company’s discretion. In May 2020, the Company added additional office and laboratory space to the Louisville Lease. In March 2023, the Company entered into an amended lease agreement for the Louisville Lease that increased the successive one-year renewal terms from three to five and reduces the written notice period for the successive one-year renewals from six months in advance to three months in advance. As of March 31, 2023 , the Company reviewed the cumulative impact of its announcements in February, March and April of 2023 to discontinue its FREEDOM-1 and FREEDOM-2 clinical trials and initiate a reduction in force of 33 % of its employees, pause enrollment in its FREEDOM-3 clinical trial and initiate a second reduction in force of 95 % of its remaining employees, respectively, on its lease terms. Based on this analysis, the Company determined a triggering event had occurred and it is not reasonably certain to exercise its option to renew the Louisville Lease upon its original termination in November 2023. As a result of this determination, the Company remeasured the associated right-of-use asset and operating lease liability as of March 31, 2023. The Company prospectively modified the estimated useful lives of the existing leasehold improvements, which are included as a component of property and equipment, net on the accompanying balance sheet. These assets were subject to the non-cash impairment disclosed in Note 6 and the future depreciation expense is modified following the impairment allocation. In September 2021, the Company entered into a sublease agreement for separate office space in Louisville, Kentucky. This sublease has a termination date in November 2023. The Company maintains a lease for office space in Wellesley, Massachusetts (the "Boston Lease"), that had an original termination date in March 2021 . In April 2021, the Company entered into an amended lease agreement providing for temporary space from April 2021 until an expansion of the Boston Lease was complete, from which the lease term extends 39 months from the expansion completion date. The expansion was completed in June 2022, resulting in the lease term extending to September 2025 . In July 2021, the Company entered into a lease agreement for laboratory space in Houston, Texas (the “Houston Lease”). The Houston Lease commenced in January 2022. The term of the lease is 36 months from the commencement date, terminating December 2024 . The future minimum rent payments relating to all four of the Company’s ongoing facility operating leases under the terms and conditions existing as of March 31, 2023, as well as amendments the Company has entered into between the date of these financial statements and the date they were available to be issued, are summarized as follows (in thousands) : Years Ending December 31, 2023 $ 700 2024 411 2025 232 Total lease payments $ 1,343 Less: imputed interest ( 71 ) Present value of lease liabilities $ 1,272 The Company incurred rent expense of $ 0.2 million for the three months ended March 31, 2023 and 2022. The following table summarizes the operating lease term and discount rate as of March 31, 2023: 2023 Weighted-average remaining lease term (years) 1.9 Weighted-average discount rate 6.9 % Cash paid for amounts included in the measurement of the Company's operating lease liability was $ 0.3 million and $ 0.2 million for the three months ended March 31, 2023 and 2022, respectively. License Agreement In October 2018, the Company entered an amended and restated exclusive license agreement with ULRF related to certain licensed patent rights and know-how related to human facilitating cells for its Facilitated Allo-HSCT Therapy approach. Pursuant to the ULRF License Agreement, ULRF granted the Company an exclusive, worldwide license under such patents and a nonexclusive royalty-bearing, worldwide license for such know-how to research, develop, commercialize and manufacture FCR001 and products containing FCR001 in all fields, without limitation. ULRF also granted the Company the right to grant sublicenses in accordance with the ULRF License Agreement. Under the terms of the agreement, the Company is obligated to compensate ULRF three percent of net sales of all licensed products sold, one third of any non-royalty sublicensing income, and up to $ 1.625 million in regulatory and sales milestones on each licensed product upon the occurrence of specific events as outlined in the license agreement; and annual license maintenance fees. In addition, upon execution of the ULRF License Agreement, the Company granted contingent equity consideration equal to 65,186 shares of common stock to ULRF. Coincident with the completion of the Company’s IPO, the Company issued 48,889 shares of common stock to ULRF and provided a cash payment of approximately $ 0.3 million in lieu of issuing the remaining 16,297 shares of common stock. The Company incurred $ 0.1 million in expense in January 2023 related to an annual maintenance fee pursuant to the ULRF License Agreement for the year ended December 31, 2023 . The Company incurred $ 0.1 million in expense in February 2022 related to an annual maintenance fee pursuant to the license agreement for the year ended December 31, 2022. Legal Proceedings The Company is not currently a party to any material legal proceedings. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses the costs related to its legal proceedings as incurred. The Company may be involved in litigation arising in the ordinary course of conducting business. The Company reviews all litigation on an ongoing basis when making accrual and disclosure decisions. The Company, in accordance with current accounting standards for loss contingencies and based upon information currently known by the Company, will establish reserves for litigation when it is probable that a loss associated with a claim or proceeding has been incurred and the amount of the loss or range of loss can be reasonably estimated. When no amount within the range of loss is a better estimate than any other amount, we accrue the minimum amount of the estimable loss. To the extent that such litigation against the Company may have an exposure to a loss in excess of the amount accrued, the Company believes that such excess would not be material to our financial condition, results of operations, or cash flows. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | 9. Common Stock Common Stock On April 30, 2021, the Company’s stockholders approved the third amended and restated certificate of incorporation of the Company, which included the authorization of 10,000,000 shares of undesignated preferred stock with a par value of $ 0.0001 , authorization of 140,000,000 shares of voting common stock and 10,000,000 shares of non-voting common stock. As of March 31, 2023 , no undesignated preferred stock was outstanding. Common Stock Reserved The number of shares of common stock that have been reserved for outstanding stock-based awards granted and stock-based awards available for grant under the Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the 2018 Equity Incentive Plan (the “2018 Plan”) and shares reserved for issuance under the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) are as follows: March 31, December 31, 2023 2022 Restricted stock related to early exercise of common stock options 119,323 158,154 Restricted stock units outstanding 1,951,358 1,144,994 Outstanding common stock options 6,587,665 6,264,898 Outstanding stock appreciation rights 1,000,000 — Shares reserved for issuance under equity incentive plans 476,491 758,434 Shares reserved for issuance under the 2021 Employee Stock Purchase Plan 1,584,319 1,166,444 Total 11,719,156 9,492,924 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation 2021 Employee Stock Purchase Plan On January 1, 2023, an additional 417,875 shares were added to the 2021 ESPP, representing 1 % of total common shares outstanding at December 31, 2022, pursuant to the terms of the plan. The expense incurred under this plan for the three months ended March 31, 2023 and 2022 was immaterial to the financial statements. The amounts have been included in the total stock-based compensation line items in the accompanying financial statements and disclosures. Equity Incentive Plans On January 1, 2023 an additional 2,089,379 shares were added to the 2021 Plan, representing 5 % of total common shares outstanding at December 31, 2022, pursuant to the terms of the plan. As of March 31, 2023, 476,491 shares remained available for future grant under the 2021 Plan. 9,464,257 stock-based award units were outstanding under the 2021 Plan and 2018 Plan as of March 31, 2023. The Company’s 2021 Plan provides for the Company to sell or issue common stock or restricted common stock or to grant incentive stock options or nonqualified stock options for the purchase of common stock, to employees, nonemployees and members of the board of directors of the Company. The 2021 Plan is administered by the board of directors or at the discretion of the board of directors by the compensation committee of the board. The exercise prices, vesting periods, and other restrictions are determined at the discretion of the compensation committee of the board of directors, except that the exercise price per share of stock options may not be less than 100 % of the fair market value of the share of common stock on the date of grant and the contractual term of stock option may not be greater than 10 years. Stock options granted to date typically vest over four years . Stock Option Valuation The assumptions used to determine the fair values of stock options granted to employees and directors are presented as follows: Three months ended March 31, 2023 2022 Fair value of common stock $ 1.73 $ 7.58 - 16.56 Dividend yield —% —% Volatility 90.4 % 82.7 % - 82.9 % Risk-free interest rate 3.46 % 1.46 % - 1.70 % Expected term (years) 5.5 - 6.25 6.25 Summary of Option Activity The Company’s stock option activity regarding employees, directors, and nonemployees is summarized as follows ( in thousands excepts share and per share amounts) : Shares Weighted- Weighted- Aggregate Options outstanding—December 31, 2022 6,264,898 $ 6.92 8.43 $ 42 Granted 1,000,000 1.73 Exercised ( 49,040 ) 0.94 Cancelled ( 25,912 ) 6.06 Forfeited ( 602,281 ) 7.06 Options outstanding—March 31, 2023 6,587,665 $ 6.17 8.41 $ 593 Options exercisable—March 31, 2023 2,567,969 $ 6.31 7.72 Additional information with regard to stock option activity involving employees and directors is as follows ( in thousands except per share amounts) : Three months ended March 31, 2023 2022 Weighted-average grant-date fair value per option of total options granted $ 1.28 $ 6.49 Aggregate intrinsic value of stock options exercised 47 76 As of March 31, 2023, total unrecognized compensation cost related to the unvested awards to employees, directors, and n onemployees is $ 16.0 million, which is expected to be recognized over a weighted-average period of 2.4 years. Summary of Restricted Stock Unit Activity The fair values of restricted stock units (“RSUs”) are based on the fair market value of the Company’s common stock on the date of grant. Each RSU represents a contingent right to receive one share of the Company’s common stock upon vesting. In general, RSUs vest (i) annually in four equal installments on the grant anniversary or (ii) incrementally over two years . The following table summarizes the Company’s RSU activity for the three months ended March 31, 2023: Number of Restricted Weighted- Outstanding at December 31, 2022 1,144,994 $ 6.76 Granted 1,419,000 1.73 Vested ( 192,832 ) 9.09 Forfeited ( 419,804 ) 4.76 Outstanding at March 31, 2023 1,951,358 $ 3.26 As of March 31, 2023, total unrecognized compensation cost related to the unvested awards to employees is $ 6.4 million, which is expected to be recognized over a weighted-average period of 1.4 years. Stock Appreciation Rights Valuation The assumptions used to determine the fair values of stock appreciation right ("SAR") awards granted to employees and directors under the 2021 Plan are presented as follows: Three months ended March 31, 2023 Fair value $ 1.73 Dividend yield —% Volatility 90.8 % Risk-free interest rate 3.46 % Expected term (years) 4.0 Summary of Stock Appreciation Rights Activity All SARs granted to date vest incrementally over two years . The Company’s SAR grant activity regarding employees is summarized as follows ( in thousands excepts share and per share amounts) : Number of SARs Weighted- Weighted- Aggregate Outstanding—January 1, 2023 — $ — — $ — Granted 1,000,000 1.73 Exercised — — Forfeited — — Outstanding—March 31, 2023 1,000,000 $ 1.73 9.85 $ 150 As of March 31, 2023, total unrecognized compensation cost related to unvested awards to employees is $ 0.9 million, which is expected to be recognized over a weighted-average period of 1.3 years. Stock-Based Compensation The Company recorded stock-based compensation expense regarding its employees, directors, and nonemployees as follows (in thousands) : Three months ended March 31, 2023 2022 Research and development expense $ 1,985 $ 1,276 General and administrative expense 1,674 921 Total $ 3,659 $ 2,197 |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 11. Net Loss Per Share Attributable to Common Stockholders The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (in thousands except share and per share amounts ). For the three months ended March 31, 2023 2022 Net loss and net loss attributable to common stockholders $ ( 22,497 ) $ ( 18,259 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 0.54 ) $ ( 0.45 ) Weighted average number of common shares outstanding used in computation of 41,796,830 40,980,213 The Company’s potential dilutive securities, which include convertible preferred stock, contingent stock liabilities, restricted stock related to early exercise of common stock options and common stock options, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following potential dilutive securities, presented on an as converted basis, were excluded from the calculation of net loss per share due to their anti-dilutive effect: For the three months ended March 31, 2023 2022 Options to purchase common stock 6,587,665 5,957,614 Restricted stock units 1,951,358 859,769 Restricted stock related to early exercise of options to purchase common stock 119,323 438,201 Stock appreciation rights 1,000,000 — 9,658,346 7,255,584 |
Defined Contribution Plan
Defined Contribution Plan | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | 12. Defined Contribution Plan The Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis. Current Company match contributions to the plan are made to employees who meet minimum service requirements in the amount of 100 % of the first 3 %, and 50 % of the next 2 % of employee contributions, subject to certain limitations. For the three months ended March 31, 2023 and 2022 , the Company made contributions in the amount of $ 0.2 million and $ 0.1 million, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events The Company has evaluated subsequent events through May 15, 2023, the date the financial statements were available to be issued. The Company has concluded no subsequent events have occurred that require disclosure, except for those referenced below. Reduction in Force In April 2023, the Company announced the April Reduction in Force that is expected to result in the termination of approximately 95 % of the Company's remaining workforce. The Company estimates that the April Reduction in Force will be substantially completed by May 2023.In connection with the April Reduction in Force, the following members of the Company’s executive team are leaving or have left the Company on the dates indicated: (i) Scott Requadt, President and Chief Executive Officer, effective May 26, 2023; (ii) Nancy Krieger, Chief Medical Officer, effective April 28, 2023; (iii) Michael Zdanowski, Chief Technology Officer, effective April 28, 2023; and (iv) Andrew Farnsworth, Chief Human Resources Officer, effective May 26, 2023. The Company plans to enter into a strategic advisory agreement with Mr. Requadt that will, among other things, provide compensation to him, in an amount and on terms yet to be determined. On April 14, 2023, the Company and Mary Kay Fenton, the Company’s Chief Financial Officer, entered into a retention agreement (the “Retention Agreement”). Pursuant to the Retention Agreement, Ms. Fenton is eligible to receive a one-time cash retention bonus (the “Bonus”) from the Company in consideration for Ms. Fenton’s continued employment through and until the consummation of the Strategic Transaction (as defined in the Retention Agreement) or, in certain circumstances, upon liquidation or dissolution of the Company. The benefits provided to Ms. Fenton pursuant to the Retention Agreement are in addition to any payments she may become eligible for pursuant to the Company’s Amended and Restated Executive Severance and Change in Control Plan. Affected employees were offered separation benefits, including severance payments. The Company estimates it will incur cash-based severance and other employee termination-related costs of approximately $ 5.8 million in the second quarter of 2023 related to the April Reduction in Force. The Company's estimates are subject to a number of assumptions, and actual costs may differ. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Summary Of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of financial statements, and the reported amounts of income and expense during the reporting period. The most significant estimates relate to the determination of the fair value of stock option grants and estimates related to the amount of prepaid and accrued research and development expenses as of the balance sheet date. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when the facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of March 31, 2023 and December 31, 2022 , cash and cash equivalents consisted primarily of checking and savings deposits, money market fund holdings, and commercial paper. |
Marketable Securities | Marketable Securities The Company classifies its marketable securities as available-for-sale securities, which are carried at their fair value based on the quoted market prices of the securities. Unrealized gains and losses are reported as accumulated other comprehensive loss, a separate component of stockholders’ deficit. Realized gains and losses on available-for-sale securities are included in net loss in the period earned or incurred. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset. Equipment and furniture and fixtures are depreciated over five or seven year lives. Leasehold improvements are amortized over the shorter of the lease term or the five-year estimated useful life of the asset . Computer equipment and computer software are depreciated over three years . Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are expensed 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, 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 determined a triggering event had occurred as of March 31, 2023 indicating the carrying amount of certain assets may not be recoverable. For additional disclosures regarding the $ 2.7 million non-cash impairment charge and accompanying analysis, refer to Note 6. During the year ended December 31, 2022 , the Company recorded a $ 0.2 million non-cash impairment charge (see Note 6). |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. The Company’s investment policy includes guidelines regarding the quality of the financial institutions and financial instruments and defines allowable investments that it believes minimizes the exposure to concentration of credit risk. The Company may invest in money market funds (minimum of $ 1 billion in assets), U.S. Treasury securities, corporate debt, bank debt, U.S. government-related agency securities, other sovereign debt, municipal debt and commercial paper. These deposits may exceed federally insured limits. The Company has not experienced any losses historically in these accounts and believes that it is not exposed to significant credit risk as its deposits are held at financial institutions that management believes to be of high credit quality. On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver. On March 27, 2023, SVB was acquired by First-Citizen BancShares, Inc ("First-Citizen"). Similarly, on May 1, 2023, First Republic Bank (“FRB”) was closed by the California Department of Financial Protection and Innovation and the FDIC was appointed as receiver. JPMorgan Chase Bank, National Association (N.A.) acquired all of FRB’s deposit accounts and substantially all of its assets. The Company historically did not and currently does not have banking relationships with SVB or FRB. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that the Company would receive to sell an investment in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 investments) and the lowest priority to unobservable inputs (Level 3 investments). The three levels of the fair value hierarchy are as follows: • Level 1 inputs: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 inputs: Quoted prices in markets that are not considered to be active or financial instrument valuations for which all significant inputs are observable, either directly or indirectly; and • Level 3 inputs: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Financial instruments are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the investment. The Company’s money market funds and marketable securities are carried at fair value determined according to the fair value hierarchy described above (Level 1 and Level 2, respectively). |
Research and Development Expenses | Research and Development Expenses Research and development expenses include (i) employee-related expenses, including salaries, benefits, travel and stock-based compensation expense; (ii) external research and development expenses incurred under arrangements with third parties, such as contract research organization agreements, investigational sites, and consultants; (iii) the cost of acquiring, developing, and manufacturing clinical study materials; (iv) costs associated with preclinical and clinical activities and regulatory operations; (v) costs incurred in development of intellectual property; and (vi) an allocated portion of facilities and other infrastructure costs associated with our research and development activities. Costs incurred in connection with research and development activities are expensed as incurred. The Company enters into consulting, research, and other agreements with commercial entities, researchers, universities, and others for the provision of goods and services. Such arrangements are generally cancelable upon reasonable notice and payment of costs incurred. Costs are considered incurred based on an evaluation of the progress to completion of specific tasks under each contract using information and data provided by the respective vendors, including the Company’s clinical sites. These costs consist of direct and indirect costs associated with specific projects, as well as fees paid to various entities that perform certain research on behalf of the Company. Depending upon the timing of payments to the service providers, the Company recognizes prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management’s estimates of the work performed under service agreements, milestones achieved, and experience with similar contracts. The Company monitors each of these factors and adjusts estimates accordingly. |
Stock-Based Compensation | Stock-Based Compensation The Company measures all stock options and other stock-based awards granted to employees, nonemployees, and directors based on the fair value on the date of the grant and recognizes stock-based compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock option, restricted stock unit, and stock appreciation right awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company’s policy is to account for forfeitures when they occur. The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company recently completed its IPO and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the US 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 zero because the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Prior to the Company’s IPO, the Company considered the estimated fair value of the common stock as of the measurement date in determining the exercise price for options granted. The estimated fair value of the common stock was determined at each grant date based upon a variety of factors, including the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock (including convertible preferred stock), the effect of the rights and preferences of the preferred shareholders, and the prospects of a liquidity event. Among other factors are the Company’s financial position and historical financial performance, forecasted future operations of the Company, an evaluation or benchmark of the Company’s competition, and the current business climate in the marketplace. Significant changes to the key assumptions underlying the factors used could result in different fair values of common stock at each valuation date. The fair value for options granted since the Company’s IPO are based on the closing stock price on grant date. |
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 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 income tax expense. 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 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 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. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions. These reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. The Company had no significant uncertain tax positions as of March 31, 2023 and December 31, 2022 . |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share The Company calculates basic and diluted net loss per share using the two-class method. The two-class method requires income available to common stock as if all income for the period had been distributed. Accordingly, basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration of potential dilutive securities. Diluted net loss per share is computed by dividing the net loss by the sum of the weighted average number of common shares outstanding during the period plus the dilutive effects of potentially dilutive securities outstanding during the period. Potentially dilutive securities include vested and unexercised stock options, restricted stock issued upon early exercise of stock options, convertible preferred shares and contingent stock liabilities. The dilutive effect of stock options and contingent stock liabilities are computed using the treasury stock method and the dilutive effect of convertible preferred shares is calculated using the if-converted method. The Company has generated a net loss for all periods presented, therefore diluted net loss per share is the same as basic net loss per share since the inclusion of potentially dilutive securities would be anti-dilutive. |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is made available and is regularly evaluated by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company’s CODM is the chief executive officer and operations are managed as a single segment for the purposes of assessing performance and making operating decisions. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss represents net loss for the period plus the results of certain other changes in stockholders’ equity. The Company’s comprehensive loss included unrealized gains related to marketable securities for the three months ended March 31, 2023 and 2022 . |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , and subsequently has issued additional guidance (collectively, “ASC 842”), which requires companies to generally recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. The Company adopted ASC 842 on January 1, 2022 using the modified retrospective approach, with no restatement of prior periods. Upon adoption, the Company elected the package of transitional practical expedients which allowed the Company to carry forward prior conclusions related to whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases and initial direct costs for existing leases. In addition, the Company made an accounting policy election to not apply the recognition requirements in the leasing standards to short-term leases, which is a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that it is reasonably certain to exercise. As a result of the adoption of the new leasing standards, on January 1, 2022, the Company recorded right-of-use assets of $ 3.4 million and operating lease liabilities of $ 3.5 million. The adoption did not have a material impact on the statement of operations or the statement of cash flows. For additional information on the adoption of the new leasing standard, refer to Note 8. |
Fair Value of Financial Assets
Fair Value of Financial Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Instruments Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs the Company utilized to determine such fair value (in thousands) : March 31, 2023 Total Level 1 Level 2 Level 3 Financial assets: Money market funds (cash equivalents) $ 23,811 $ 23,811 $ — $ — Marketable securities 141,589 16,932 124,657 — Total financial assets measured at fair value $ 165,400 $ 40,743 $ 124,657 $ — December 31, 2022 Total Level 1 Level 2 Level 3 Financial assets: Money market funds (cash equivalents) $ 12,309 $ 12,309 $ — $ — Marketable securities 167,612 31,718 135,894 — Total financial assets measured at fair value $ 179,921 $ 44,027 $ 135,894 $ — |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Marketable Securities [Abstract] | |
Summary of Company's Investments | The following table summarizes the Company’s investments (in thousands) : March 31, 2023 Amortized Unrealized Unrealized Estimated Commercial paper $ 111,739 $ 6 $ ( 181 ) $ 111,564 Government and agency securities 30,149 — ( 124 ) 30,025 Total $ 141,888 $ 6 $ ( 305 ) $ 141,589 December 31, 2022 Amortized Unrealized Unrealized Estimated Commercial paper $ 119,313 $ 19 $ ( 365 ) $ 118,967 Government and agency securities 43,016 — ( 368 ) 42,648 Corporate debt securities 6,004 — ( 7 ) 5,997 Total $ 168,333 $ 19 $ ( 740 ) $ 167,612 |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following (in thousands) : March 31, December 31, 2023 2022 Prepaid insurance $ 325 $ 1,037 Prepaid research and development expenses 1,809 2,426 Other current assets 913 868 Total prepaid and other current assets $ 3,047 $ 4,331 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands) : March 31, December 31, 2023 2022 Equipment $ 4,727 $ 6,562 Leasehold improvements 918 1,191 Computer equipment 861 859 Furniture and fixtures 524 674 Construction in progress 63 242 Total property and equipment 7,093 9,528 Less accumulated depreciation ( 4,509 ) ( 4,180 ) Property and equipment, net $ 2,584 $ 5,348 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands) : March 31, December 31, 2023 2022 Compensation and benefit costs $ 3,200 $ 3,566 Research and development expenses 1,768 1,978 Professional fees, consulting and other 1,076 1,121 Total accrued expenses $ 6,044 $ 6,665 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rent Payments | The future minimum rent payments relating to all four of the Company’s ongoing facility operating leases under the terms and conditions existing as of March 31, 2023, as well as amendments the Company has entered into between the date of these financial statements and the date they were available to be issued, are summarized as follows (in thousands) : Years Ending December 31, 2023 $ 700 2024 411 2025 232 Total lease payments $ 1,343 Less: imputed interest ( 71 ) Present value of lease liabilities $ 1,272 |
Summary of Operating Lease Term and Discount Rate | The following table summarizes the operating lease term and discount rate as of March 31, 2023: 2023 Weighted-average remaining lease term (years) 1.9 Weighted-average discount rate 6.9 % |
Common Stock (Table)
Common Stock (Table) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Common Stock Reserved | The number of shares of common stock that have been reserved for outstanding stock-based awards granted and stock-based awards available for grant under the Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the 2018 Equity Incentive Plan (the “2018 Plan”) and shares reserved for issuance under the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) are as follows: March 31, December 31, 2023 2022 Restricted stock related to early exercise of common stock options 119,323 158,154 Restricted stock units outstanding 1,951,358 1,144,994 Outstanding common stock options 6,587,665 6,264,898 Outstanding stock appreciation rights 1,000,000 — Shares reserved for issuance under equity incentive plans 476,491 758,434 Shares reserved for issuance under the 2021 Employee Stock Purchase Plan 1,584,319 1,166,444 Total 11,719,156 9,492,924 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Assumptions Used to Determine the Fair Values of Stock Options Granted | The assumptions used to determine the fair values of stock options granted to employees and directors are presented as follows: Three months ended March 31, 2023 2022 Fair value of common stock $ 1.73 $ 7.58 - 16.56 Dividend yield —% —% Volatility 90.4 % 82.7 % - 82.9 % Risk-free interest rate 3.46 % 1.46 % - 1.70 % Expected term (years) 5.5 - 6.25 6.25 |
Summary of Option Activity | The Company’s stock option activity regarding employees, directors, and nonemployees is summarized as follows ( in thousands excepts share and per share amounts) : Shares Weighted- Weighted- Aggregate Options outstanding—December 31, 2022 6,264,898 $ 6.92 8.43 $ 42 Granted 1,000,000 1.73 Exercised ( 49,040 ) 0.94 Cancelled ( 25,912 ) 6.06 Forfeited ( 602,281 ) 7.06 Options outstanding—March 31, 2023 6,587,665 $ 6.17 8.41 $ 593 Options exercisable—March 31, 2023 2,567,969 $ 6.31 7.72 |
Summary of Additional Information to Stock Option Activity Involving Employees and Directors | Additional information with regard to stock option activity involving employees and directors is as follows ( in thousands except per share amounts) : Three months ended March 31, 2023 2022 Weighted-average grant-date fair value per option of total options granted $ 1.28 $ 6.49 Aggregate intrinsic value of stock options exercised 47 76 |
Summary of RSU Activity | The following table summarizes the Company’s RSU activity for the three months ended March 31, 2023: Number of Restricted Weighted- Outstanding at December 31, 2022 1,144,994 $ 6.76 Granted 1,419,000 1.73 Vested ( 192,832 ) 9.09 Forfeited ( 419,804 ) 4.76 Outstanding at March 31, 2023 1,951,358 $ 3.26 |
Schedule of Assumptions Used to Determine the Fair Values of Stock Appreciation Rights Granted | The assumptions used to determine the fair values of stock appreciation right ("SAR") awards granted to employees and directors under the 2021 Plan are presented as follows: Three months ended March 31, 2023 Fair value $ 1.73 Dividend yield —% Volatility 90.8 % Risk-free interest rate 3.46 % Expected term (years) 4.0 |
Summary of Stock Appreciation Rights Activity | The Company’s SAR grant activity regarding employees is summarized as follows ( in thousands excepts share and per share amounts) : Number of SARs Weighted- Weighted- Aggregate Outstanding—January 1, 2023 — $ — — $ — Granted 1,000,000 1.73 Exercised — — Forfeited — — Outstanding—March 31, 2023 1,000,000 $ 1.73 9.85 $ 150 |
Summary of Stock-based Compensation Expense | The Company recorded stock-based compensation expense regarding its employees, directors, and nonemployees as follows (in thousands) : Three months ended March 31, 2023 2022 Research and development expense $ 1,985 $ 1,276 General and administrative expense 1,674 921 Total $ 3,659 $ 2,197 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (in thousands except share and per share amounts ). For the three months ended March 31, 2023 2022 Net loss and net loss attributable to common stockholders $ ( 22,497 ) $ ( 18,259 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 0.54 ) $ ( 0.45 ) Weighted average number of common shares outstanding used in computation of 41,796,830 40,980,213 |
Summary of Potential Dilutive Securities Excluded From Calculation of Net Loss Per Share Due to Anti-dilutive Effect | The following potential dilutive securities, presented on an as converted basis, were excluded from the calculation of net loss per share due to their anti-dilutive effect: For the three months ended March 31, 2023 2022 Options to purchase common stock 6,587,665 5,957,614 Restricted stock units 1,951,358 859,769 Restricted stock related to early exercise of options to purchase common stock 119,323 438,201 Stock appreciation rights 1,000,000 — 9,658,346 7,255,584 |
Nature of Business and Liquid_2
Nature of Business and Liquidity - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
May 11, 2021 USD ($) $ / shares shares | Apr. 30, 2021 | Apr. 30, 2023 Employee | Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Preferred stock outstanding | shares | 0 | 0 | ||||
Reverse stock split ratio | 0.1869 | |||||
Net loss | $ 22,497 | $ 18,259 | $ 73,900 | |||
Cash used for operation | 16,902 | $ 16,280 | 60,900 | |||
Accumulated deficit | 187,238 | 164,741 | ||||
Cash and cash equivalents | 24,224 | $ 13,670 | ||||
Marketable securities | $ 141,600 | |||||
Subsequent Event | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Number of termination of additional employees | Employee | 80 | |||||
Percentage of remaining workforce | 95% | |||||
Common Stock | Initial Public Offering | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Number of shares issued and sold | shares | 8,825,000 | |||||
Offering price | $ / shares | $ 17 | |||||
Gross proceeds from sale of shares | $ 150,000 | |||||
Underwriting discounts and commissions and other expenses | $ 12,900 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Non-cash impairment expense | $ 2,700,000 | $ 200,000 | |
Expected dividend yield | 0% | ||
Right-of-use assets | $ 1,052,000 | $ 2,643,000 | $ 3,400,000 |
Operating lease liability | $ 1,272,000 | $ 3,500,000 | |
Leasehold Improvements | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 5 years | ||
Property, plant and equipment, useful life | amortized over the shorter of the lease term or the five-year estimated useful life of the asset | ||
Non-cash impairment expense | $ 300,000 | ||
Computer Equipment and Computer Software | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 3 years | ||
Minimum | Money Market Funds | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Investment in assets | $ 1,000,000,000 | ||
Minimum | Equipment and Furniture and Fixtures | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 5 years | ||
Maximum | Equipment and Furniture and Fixtures | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 7 years |
Fair Value of Financial Asset_2
Fair Value of Financial Assets - Summary of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Financial assets: | ||
Total financial assets measured at fair value | $ 165,400 | $ 179,921 |
Money Market Funds | Cash Equivalents | ||
Financial assets: | ||
Total financial assets measured at fair value | 23,811 | 12,309 |
Marketable Securities | ||
Financial assets: | ||
Total financial assets measured at fair value | 141,589 | 167,612 |
Level 1 | ||
Financial assets: | ||
Total financial assets measured at fair value | 40,743 | 44,027 |
Level 1 | Money Market Funds | Cash Equivalents | ||
Financial assets: | ||
Total financial assets measured at fair value | 23,811 | 12,309 |
Level 1 | Marketable Securities | ||
Financial assets: | ||
Total financial assets measured at fair value | 16,932 | 31,718 |
Level 2 | ||
Financial assets: | ||
Total financial assets measured at fair value | 124,657 | 135,894 |
Level 2 | Marketable Securities | ||
Financial assets: | ||
Total financial assets measured at fair value | $ 124,657 | $ 135,894 |
Marketable Securities - Summary
Marketable Securities - Summary of Company's Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Marketable Securities [Line Items] | ||
Amortized Cost | $ 141,888 | $ 168,333 |
Unrealized Gain | 6 | 19 |
Unrealized (Loss) | (305) | (740) |
Estimated Fair Value | 141,589 | 167,612 |
Commercial paper | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 111,739 | 119,313 |
Unrealized Gain | 6 | 19 |
Unrealized (Loss) | (181) | (365) |
Estimated Fair Value | 111,564 | 118,967 |
Corporate debt securities | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 6,004 | |
Unrealized (Loss) | (7) | |
Estimated Fair Value | 5,997 | |
Government and agency securities | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 30,149 | 43,016 |
Unrealized (Loss) | (124) | (368) |
Estimated Fair Value | $ 30,025 | $ 42,648 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) | Mar. 31, 2023 USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Available-for-sale securities, unrealized loss position | $ 125,000,000 |
Available-for-sale securities, allowance for credit losses | $ 0 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets - Summary of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance | $ 325 | $ 1,037 |
Prepaid research and development expenses | 1,809 | 2,426 |
Other current assets | 913 | 868 |
Total prepaid and other current assets | $ 3,047 | $ 4,331 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 7,093 | $ 9,528 |
Less accumulated depreciation | (4,509) | (4,180) |
Property and equipment, net | 2,584 | 5,348 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,727 | 6,562 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 918 | 1,191 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 861 | 859 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 524 | 674 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 63 | $ 242 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 0.4 | $ 0.3 | |
Long-lived assets net book value | 4.7 | ||
Long lived assets fair value from quotes | 2 | ||
Non-cash impairment expense | $ 2.7 | $ 0.2 | |
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring Charges | Research and Development Expense | |
FREEDOM-1 and FREEDOM-2 Clinical Trials | |||
Property, Plant and Equipment [Line Items] | |||
Percentage of reduction in employees | 33% | ||
FREEDOM-3 Clinical Trial | |||
Property, Plant and Equipment [Line Items] | |||
Percentage of reduction in employees | 95% | ||
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Long-lived assets net book value | $ 3.9 | ||
Non-cash impairment expense | 2.2 | ||
Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Long-lived assets net book value | 0.5 | ||
Non-cash impairment expense | 0.3 | ||
Furniture and Fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Long-lived assets net book value | 0.3 | ||
Non-cash impairment expense | $ 0.2 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Compensation and benefit costs | $ 3,200 | $ 3,566 |
Research and development expenses | 1,768 | 1,978 |
Professional fees, consulting and other | 1,076 | 1,121 |
Total accrued expenses | $ 6,044 | $ 6,665 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Accrued Expenses [Line Items] | |
Restructuring costs | $ 4,481 |
Severance and Termination | |
Accrued Expenses [Line Items] | |
Restructuring costs | 1,800 |
Payments for restructuring | 400 |
Accrued expense outstanding balance | $ 1,400 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | ||||||
Jul. 31, 2021 | Jan. 31, 2023 USD ($) | Feb. 28, 2022 USD ($) | May 31, 2021 USD ($) shares | Oct. 31, 2018 USD ($) shares | Mar. 31, 2023 USD ($) Leaseagreement shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 shares | |
Loss Contingencies [Line Items] | ||||||||
Number of active lease agreements | Leaseagreement | 4 | |||||||
Lessee, operating lease, existence of option to extend | true | |||||||
Lease option to extend | three additional one-year | |||||||
Lease termination date | Nov. 30, 2023 | |||||||
Rent expense | $ 200,000 | $ 200,000 | ||||||
Common stock issued | shares | 41,910,130 | 41,629,426 | ||||||
Annual maintenance fee pursuant to license agreement | $ 100,000 | |||||||
Annual maintenance fee pursuant to ULRF license agreement | $ 100,000 | |||||||
Cash paid for measurement of operating lease liability | $ 300,000 | $ 200,000 | ||||||
ULRF | ||||||||
Loss Contingencies [Line Items] | ||||||||
Common stock issued | shares | 16,297 | |||||||
ULRF | IPO | ||||||||
Loss Contingencies [Line Items] | ||||||||
Common stock issued | shares | 48,889 | |||||||
Cash payment for contingent equity settlement | $ 300,000 | |||||||
ULRF License Agreement | ULRF | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage of compensation on net sales of all licensed products sold | 3% | |||||||
Compensation on non-royalty sublicensing income | one third | |||||||
ULRF License Agreement | ULRF | Contingent Equity Consideration | ||||||||
Loss Contingencies [Line Items] | ||||||||
Common stock issued | shares | 65,186 | |||||||
ULRF License Agreement | ULRF | Maximum | ||||||||
Loss Contingencies [Line Items] | ||||||||
Compensation on regulatory and sales milestones | $ 1,625,000 | |||||||
Massachusetts | ||||||||
Loss Contingencies [Line Items] | ||||||||
Lease termination date | Mar. 31, 2021 | |||||||
Lease term extension date | 2025-09 | |||||||
Lease extension period | 39 months | |||||||
Houston, Texas | ||||||||
Loss Contingencies [Line Items] | ||||||||
Lease term period | 36 months | |||||||
Termination date | December 2024 | |||||||
FREEDOM-1 and FREEDOM-2 Clinical Trials | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage of reduction in employees | 33% | |||||||
FREEDOM-3 Clinical Trial | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage of reduction in employees | 95% |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Rent Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jan. 01, 2022 |
Lessee, Operating Lease, Liability, to be Paid, Rolling Maturity [Abstract] | ||
2023 | $ 700 | |
2024 | 411 | |
2025 | 232 | |
Total lease payments | 1,343 | |
Less: imputed interest | (71) | |
Present value of lease liabilities | $ 1,272 | $ 3,500 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Operating Lease Term and Discount Rate (Details) | Mar. 31, 2023 |
Lessee, Operating Lease, Description [Abstract] | |
Weighted-average remaining lease term (years) | 1 year 10 months 24 days |
Weighted-average discount rate | 6.90% |
Common Stock (Additional Inform
Common Stock (Additional Information) (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | May 11, 2021 | Apr. 30, 2021 |
Class of Stock [Line Items] | ||||
Authorization of undesignated preferred stock | 10,000,000 | |||
Undesignated preferred stock, par value | $ 0.0001 | |||
Common stock, shares authorized | 140,000,000 | 140,000,000 | ||
Undesignated preferred stock, outstanding | 0 | 0 | ||
Voting Shares | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 140,000,000 | |||
Non-voting Shares | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Stock Reserved (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Outstanding common stock options | 6,587,665 | 6,264,898 |
Restricted Stock Units | ||
Class of Stock [Line Items] | ||
Outstanding stock appreciation rights | 1,951,358 | 1,144,994 |
Stock Appreciation Rights | ||
Class of Stock [Line Items] | ||
Outstanding stock appreciation rights | 1,000,000 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Restricted stock related to early exercise of common stock options | 119,323 | 158,154 |
Outstanding common stock options | 6,587,665 | 6,264,898 |
Total | 11,719,156 | 9,492,924 |
Common Stock | Restricted Stock Units | ||
Class of Stock [Line Items] | ||
Total | 1,951,358 | 1,144,994 |
Common Stock | Stock Appreciation Rights | ||
Class of Stock [Line Items] | ||
Outstanding stock appreciation rights | 1,000,000 | |
Common Stock | Equity Incentive Plans | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance | 476,491 | 758,434 |
Common Stock | 2021 Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Shares reserved for issuance | 1,584,319 | 1,166,444 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Jan. 01, 2023 shares | Mar. 31, 2023 USD ($) Installment shares | Dec. 31, 2022 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options outstanding, shares | 6,587,665 | 6,264,898 | |
Contractual term of stock option | 8 years 4 months 28 days | 8 years 5 months 4 days | |
Unrecognized compensation cost | $ | $ 16 | ||
Unrecognized compensation cost, expected to be recognized period | 2 years 4 months 24 days | ||
2021 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Increment in number of shares authorized possible | 2,089,379 | ||
Number of shares remained available for future grant | 476,491 | ||
Percentage of shares issued and outstanding | 5% | ||
Options outstanding, shares | 9,464,257 | ||
Percentage of fair market value of common stock | 100% | ||
Stock options vesting period | 4 years | ||
2021 Equity Incentive Plan | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Contractual term of stock option | 10 years | ||
2018 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options outstanding, shares | 9,464,257 | ||
2021 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Increment in number of shares authorized possible | 417,875 | ||
Percentage Of cumulative number of shares of common stock outstanding | 1% | ||
Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ | $ 6.4 | ||
Unrecognized compensation cost, expected to be recognized period | 1 year 4 months 24 days | ||
Number of installments, vested | Installment | 4 | ||
Incremental period of vesting | 2 years | ||
Stock Appreciation Rights | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ | $ 0.9 | ||
Unrecognized compensation cost, expected to be recognized period | 1 year 3 months 18 days | ||
Incremental period of vesting | 2 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Determine the Fair Values of Stock Options Granted (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected dividend yield | 0% | |
Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Volatility | 90.40% | |
Volatility, minimum | 82.70% | |
Volatility, maximum | 82.90% | |
Risk-free interest rate | 3.46% | |
Risk-free interest rate, minimum | 1.46% | |
Risk-free interest rate, maximum | 1.70% | |
Expected term (years) | 6 years 3 months | |
Stock Option | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 5 years 6 months | |
Stock Option | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 6 years 3 months | |
Common Stock | Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of common stock | $ 1.73 | |
Common Stock | Stock Option | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of common stock | $ 7.58 | |
Common Stock | Stock Option | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of common stock | $ 16.56 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Additional General Disclosures [Abstract] | ||
Options outstanding, beginning balance, shares | 6,264,898 | |
Granted, shares | 1,000,000 | |
Exercised, shares | (49,040) | |
Cancelled, shares | (25,912) | |
Forfeited, shares | (602,281) | |
Options outstanding, ending balance, shares | 6,587,665 | 6,264,898 |
Options exercisable, shares | 2,567,969 | |
Options outstanding, weighted- average exercise price | $ 6.92 | |
Granted, weighted- average exercise price | 1.73 | |
Exercised, weighted- average exercise price | 0.94 | |
Cancelled, weighted-average exercise price | 6.06 | |
Forfeited, weighted- average exercise price | 7.06 | |
Options outstanding, weighted- average exercise price | 6.17 | $ 6.92 |
Options exercisable, weighted- average exercise price | $ 6.31 | |
Options outstanding, weighted- average remaining contractual life | 8 years 4 months 28 days | 8 years 5 months 4 days |
Options exercisable, weighted- average remaining contractual life | 7 years 8 months 19 days | |
Options outstanding, aggregate intrinsic value | $ 593 | $ 42 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Additional Information to Stock Option Activity Involving Employees and Directors (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted-average grant-date fair value per option of total options granted | $ 1.28 | $ 6.49 |
Aggregate intrinsic value of stock options exercised | $ 47 | $ 76 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of RSU Activity (Details) - Restricted Stock Units | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding, Number of Restricted Stock Units / Stock Appreciation Rights | shares | 1,144,994 |
Granted, Number of Restricted Stock Units | shares | 1,419,000 |
Vested, Number of Restricted Stock Units | shares | (192,832) |
Forfeited, Number of Restricted Stock Units | shares | (419,804) |
Outstanding, Number of Restricted Stock Units / Stock Appreciation Rights | shares | 1,951,358 |
Outstanding, Weighted - Average Exercise Price per SAR | $ / shares | $ 6.76 |
Granted, Weighted-Average Grant Date Fair Value | $ / shares | 1.73 |
Vested, Weighted-Average Grant Date Fair Value | $ / shares | 9.09 |
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares | 4.76 |
Outstanding, Weighted - Average Exercise Price per SAR | $ / shares | $ 3.26 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Assumptions Used to Determine the Fair Values of Stock Appreciation Rights Granted (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Dividend yield | 0% |
Stock Appreciation Rights | 2021 Employee Stock Purchase Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value | $ 1.73 |
Volatility | 90.80% |
Risk-free interest rate | 3.46% |
Expected term (years) | 4 years |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of SAR Activity (Details) - Stock Appreciation Rights $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Granted, Number of Stock Appreciation Rights | shares | 1,000,000 |
Outstanding, Number of Restricted Stock Units / Stock Appreciation Rights | shares | 1,000,000 |
Granted, Weighted - Average Exercise Price per SAR | $ / shares | $ 1.73 |
Outstanding, Weighted - Average Exercise Price per SAR | $ / shares | $ 1.73 |
Outstanding, Weighted-Average Remaining Contractual Life (in years) | 9 years 10 months 6 days |
Outstanding, Aggregate intrinsic value | $ | $ 150 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 3,659 | $ 2,197 |
Research and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,985 | 1,276 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 1,674 | $ 921 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |||
Net loss and net loss attributable to common stockholders | $ (22,497) | $ (18,259) | $ (73,900) |
Net loss per share attributable to common stockholders, basic | $ (0.54) | $ (0.45) | |
Net loss per share attributable to common stockholders, diluted | $ (0.54) | $ (0.45) | |
Weighted average number of common shares outstanding used in computation of net loss per common share, basic | 41,796,830 | 40,980,213 | |
Weighted average number of common shares outstanding used in computation of net loss per common share, diluted | 41,796,830 | 40,980,213 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Summary of Potential Dilutive Securities Excluded From Calculation of Net Loss Per Share Due to Anti-dilutive Effect (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from calculation of net loss per share due to anti-dilutive effect | 9,658,346 | 7,255,584 |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from calculation of net loss per share due to anti-dilutive effect | 6,587,665 | 5,957,614 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from calculation of net loss per share due to anti-dilutive effect | 1,951,358 | 859,769 |
Restricted Stock Related to Early Exercise of Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from calculation of net loss per share due to anti-dilutive effect | 119,323 | 438,201 |
Stock Appreciation Rights | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from calculation of net loss per share due to anti-dilutive effect | 1,000,000 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Contribution amount | $ 0.2 | $ 0.1 |
First 3% of Employee Contributions | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Percentage of employee contributions | 3% | |
First 3% of Employee Contributions | Minimum | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan minimum service requirements percentage | 100% | |
Next 2% of Employee Contributions | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Percentage of employee contributions | 2% | |
Next 2% of Employee Contributions | Minimum | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan minimum service requirements percentage | 50% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Subsequent Event [Line Items] | |||
Estimated severance and termination-related costs | $ 4,481 | ||
Severance and Termination | |||
Subsequent Event [Line Items] | |||
Estimated severance and termination-related costs | $ 1,800 | ||
Scenario forcast | Severance and Termination | |||
Subsequent Event [Line Items] | |||
Estimated severance and termination-related costs | $ 5,800 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Percentage of remaining workforce | 95% |