DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 23, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Entity Registrant Name | GERON CORP | ||
Entity Central Index Key | 0000886744 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2023 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 1,394,546,000 | ||
Entity Common Stock, Shares Outstanding | 546,059,309 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | GERN | ||
Entity File Number | 000-20859 | ||
Entity Tax Identification Number | 75-2287752 | ||
Entity Shell Company | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Address, Address Line One | 919 East Hillsdale Blvd. | ||
Entity Address, Address Line Two | Suite 250 | ||
Entity Address, City or Town | Foster City | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94404 | ||
City Area Code | 650 | ||
Local Phone Number | 473-7700 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | San Jose, California | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE: Document Form 10‑K Portions of the Registrant’s definitive proxy statement for the 2024 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days of the Registrant’s fiscal year ended December 31, 2023. III |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 70,023 | $ 56,845 |
Restricted cash | 1,115 | 364 |
Marketable securities | 263,676 | 115,901 |
Interest and other receivables | 1,655 | 3,144 |
Prepaid and other current assets | 4,879 | 3,992 |
Total current assets | 341,348 | 180,246 |
Noncurrent marketable securities | 43,298 | |
Property and equipment, net | 1,177 | 793 |
Operating leases, right-of-use assets | 3,556 | 4,147 |
Deposits and other assets | 4,697 | 5,389 |
Total assets | 394,076 | 190,575 |
Current liabilities: | ||
Accounts payable | 6,161 | 10,190 |
Accrued compensation and benefits | 13,759 | 11,534 |
Operating lease liabilities | 949 | 925 |
Debt | 46,893 | 20,945 |
Accrued liabilities | 40,308 | 33,100 |
Total current liabilities | 108,070 | 76,694 |
Noncurrent operating lease liabilities | 3,006 | 3,671 |
Noncurrent debt | 35,051 | 30,212 |
Total liabilities | 146,127 | 110,577 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 3,000,000 shares authorized; no shares issued and outstanding at December 31, 2023 and 2022 | ||
Common stock, $0.001 par value; 1,350,000,000 shares authorized; 544,912,215 and 390,262,524 shares issued and outstanding at December 31, 2023 and 2022, respectively | 545 | 390 |
Additional paid-in capital | 1,844,988 | 1,493,469 |
Accumulated deficit | (1,597,769) | (1,413,642) |
Accumulated other comprehensive loss | 185 | (219) |
Total stockholders' equity | 247,949 | 79,998 |
Total liabilities and stockholders' equity | $ 394,076 | $ 190,575 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,350,000,000 | 1,350,000,000 |
Common stock, shares issued | 544,912,215 | 390,262,524 |
Common stock, shares outstanding | 544,912,215 | 390,262,524 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||
License fees and royalties | $ 237 | $ 596 | $ 1,393 |
Operating expenses: | |||
Research and development | 125,046 | 95,518 | 85,727 |
General and administrative | 69,135 | 43,628 | 29,665 |
Total operating expenses | 194,181 | 139,146 | 115,392 |
Loss from operations | (193,944) | (138,550) | (113,999) |
Interest income | 18,152 | 2,529 | 527 |
Interest expense | (8,312) | (6,882) | (3,740) |
Other income , net | (23) | 1,002 | 1,100 |
Net loss | $ (184,127) | $ (141,901) | $ (116,112) |
Basic net loss per share | $ (0.32) | $ (0.37) | $ (0.35) |
Diluted net loss per share | $ (0.32) | $ (0.37) | $ (0.35) |
Shares used in computing basic net loss per share | 570,645,405 | 380,784,846 | 327,631,814 |
Shares used in computing diluted net loss per share | 570,645,405 | 380,784,846 | 327,631,814 |
STATEMENTS OF COMPREHENSIVE LOS
STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net Income (Loss) | $ (184,127) | $ (141,901) | $ (116,112) |
Net unrealized loss on marketable securities | 431 | (68) | (251) |
Foreign currency translation adjustment | (27) | 22 | |
Comprehensive loss | $ (183,723) | $ (141,947) | $ (116,363) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Gain (Loss) |
Balances at Dec. 31, 2020 | $ 210,947 | $ 310 | $ 1,366,188 | $ (1,155,629) | $ 78 |
Balances (in shares) at Dec. 31, 2020 | 310,566,853 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net Income (Loss) | (116,112) | (116,112) | |||
Other comprehensive income (loss) | (251) | (251) | |||
Issuance of common stock in connection with at market offering, net of issuance costs | 20,385 | $ 11 | 20,374 | ||
Issuance of common stock in connection with at market offering, net of issuance costs (in shares) | 10,571,556 | ||||
Issuance of common stock in connection exercise of warrants | 2,479 | $ 2 | 2,477 | ||
Issuance of common stock in connection exercise of warrants (in shares) | 1,906,341 | ||||
Stock-based compensation related to issuance of common stock and options in exchange for services | 91 | 91 | |||
Stock-based compensation related to issuance of common stock and options in exchange for services (in shares) | 20,783 | ||||
Issuances of common stock under equity plans | 797 | $ 1 | 796 | ||
Issuances of common stock under equity plans (in shares) | 666,058 | ||||
Stock-based compensation for equity-based awards to employees and directors | 8,080 | 8,080 | |||
Balances at Dec. 31, 2021 | 126,416 | $ 324 | 1,398,006 | (1,271,741) | (173) |
Balances (in shares) at Dec. 31, 2021 | 323,731,591 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net Income (Loss) | (141,901) | (141,901) | |||
Other comprehensive income (loss) | (68) | (68) | |||
Foreign currency translation adjustment | 22 | 22 | |||
Issuance of common stock, pre-funded warrant and warrants to purchase common stock in public offering, net of issuance costs | 69,916 | $ 53 | 69,863 | ||
Issuance of common stock, pre-funded warrant and warrants to purchase common stock in public offering, net of issuance costs (in shares) | 53,333,334 | ||||
Issuance of common stock in connection exercise of warrants | 15,163 | $ 12 | 15,151 | ||
Issuance of common stock in connection exercise of warrants (in shares) | 11,663,387 | ||||
Stock-based compensation related to issuance of common stock and options in exchange for services | 264 | 264 | |||
Stock-based compensation related to issuance of common stock and options in exchange for services (in shares) | 15,962 | ||||
Issuances of common stock under equity plans | 2,185 | $ 1 | 2,184 | ||
Issuances of common stock under equity plans (in shares) | 1,518,250 | ||||
Stock-based compensation for equity-based awards to employees and directors | 8,001 | 8,001 | |||
Balances at Dec. 31, 2022 | $ 79,998 | $ 390 | 1,493,469 | (1,413,642) | (219) |
Balances (in shares) at Dec. 31, 2022 | 390,262,524 | 390,262,524 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Net Income (Loss) | $ (184,127) | (184,127) | |||
Other comprehensive income (loss) | 431 | 431 | |||
Foreign currency translation adjustment | (27) | (27) | |||
Issuance of common stock, pre-funded warrant and warrants to purchase common stock in public offering, net of issuance costs | 213,337 | $ 68 | 213,269 | ||
Issuance of common stock, pre-funded warrant and warrants to purchase common stock in public offering, net of issuance costs (in shares) | 68,007,741 | ||||
Issuance of common stock in connection exercise of warrants | 105,912 | $ 78 | 105,834 | ||
Issuance of common stock in connection exercise of warrants (in shares) | 77,349,858 | ||||
Stock-based compensation related to issuance of common stock and options in exchange for services | 829 | $ 1 | 828 | ||
Stock-based compensation related to issuance of common stock and options in exchange for services (in shares) | 36,864 | ||||
Issuances of common stock under equity plans | 13,070 | $ 8 | 13,062 | ||
Issuances of common stock under equity plans (in shares) | 9,255,228 | ||||
Stock-based compensation for equity-based awards to employees and directors | 18,526 | 18,526 | |||
Balances at Dec. 31, 2023 | $ 247,949 | $ 545 | $ 1,844,988 | $ (1,597,769) | $ 185 |
Balances (in shares) at Dec. 31, 2023 | 544,912,215 | 544,912,215 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
At The Market Offering | |||
Issuance costs | $ 470 | ||
Public Offering of Common Stock and Warrants | |||
Issuance costs | $ 14,507 | $ 5,066 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (184,127) | $ (141,901) | $ (116,112) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 442 | 288 | 215 |
Accretion and amortization on investments, net | (11,150) | (965) | 1,424 |
Amortization of debt issuance costs/debt discount | 1,088 | 1,327 | 893 |
Net gain on exchange and sales of equity investment | (1,233) | ||
Stock-based compensation for services by non-employees | 828 | 264 | 91 |
Stock-based compensation for employees and directors | 18,526 | 8,001 | 8,080 |
Amortization of right-of-use assets | 591 | 580 | 568 |
Changes in assets and liabilities: | |||
Interest and other receivables | 1,490 | (1,381) | (1,041) |
Prepaid and other current assets | (886) | (2,630) | 1,317 |
Deposit and other assets | 692 | (594) | (3,807) |
Accounts payable | (4,029) | 3,503 | (232) |
Accrued compensation and benefits | 2,224 | 3,435 | (119) |
Accrued liabilities | 7,208 | 3,266 | 14,909 |
Operating lease liabilities | (640) | (572) | (509) |
Net cash used in operating activities | (167,743) | (127,379) | (95,556) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (830) | (431) | (207) |
Purchases of marketable securities | (475,594) | (258,007) | (177,434) |
Proceeds from maturities of marketable securities | 296,102 | 320,505 | 247,994 |
Proceeds from sales of equity investment | 1,594 | ||
Net cash provided by (used in) investing activities | (180,322) | 62,067 | 71,947 |
Cash flows from financing activities: | |||
Proceeds from issuances of common stock from equity plans | 13,072 | 2,185 | 797 |
Proceeds from issuance of common stock and warrants in public offering, net of paid issuance costs | 213,337 | 69,916 | |
Proceeds from issuances of common stock from at market offerings, net of paid issuance costs | 20,385 | ||
Proceeds from exercise of warrants | 105,912 | 15,163 | 2,479 |
Proceeds from debt financing, net of paid debt issuance costs and debt discounts | 29,700 | 24,895 | |
Net cash provided by financing activities | 362,021 | 87,264 | 48,556 |
Net effect of unrealized gains and exchange rates on cash, cash equivalents and restricted cash | (27) | 22 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 13,929 | 21,974 | 24,947 |
Cash, cash equivalents and restricted cash at the beginning of the period | 57,209 | 35,235 | 10,288 |
Cash, cash equivalents and restricted cash at the end of the period | $ 71,138 | $ 57,209 | $ 35,235 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (184,127) | $ (141,901) | $ (116,112) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | |
Dec. 31, 2023 shares | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | Trading Arrangements During our last fiscal quarter, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below. Character of Trading Arrangement Name and Title Action Date Rule 10b5-1* Non-Rule 10b5-1 ** Total Shares to be Sold Expiration Date Faye Feller, M.D. , Executive Vice President and Chief Medical Officer Termination 1 October 25, 2023 X 30,000 January 12, 2024 * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. ** "Non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K under the Exchange Act. 1 Represents the termination of a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), as then in effect when adopted on January 13, 2023 . | |
Name | Faye Feller, M.D. | |
Title | ExecutiveVice President and Chief Medical Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Adoption Date | January 13, 2023 | |
Rule 10b5-1 Arrangement Terminated | true | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Termination Date | October 25, 2023 | [1] |
Arrangement Duration | 365 days | |
Aggregate Available | 30,000 | |
Expiration Date | January 12, 2024 | |
[1] Represents the termination of a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), as then in effect when adopted on January 13, 2023 . |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The terms “Geron”, the “Company”, “we” and “us” as used in this report refer to Geron Corporation, which was incorporated in the State of Delaware on November 28, 1990, and its wholly-owned subsidiaries, Geron UK Limited, or Geron UK, a United Kingdom company, and Geron Netherlands B.V., or Geron Netherlands, a Netherlands company. Geron UK was incorporated in September 2021, and its operations commenced in January 2022. Geron Netherlands was incorporated in February 2023, and its operations commenced in June 2023. We are a late-stage clinical biopharmaceutical company that is focused on the development and potential commercialization of imetelstat, an innovative therapeutic for hematologic malignancies. We have global rights to imetelstat, an investigational first-in-class telomerase inhibitor, which was discovered and developed at Geron. Principal activities to date have included obtaining financing, securing operating facilities and conducting research and development. Principles of Consolidation The consolidated financial statements include the accounts Geron Corporation and its wholly-owned subsidiaries, Geron UK and Geron Netherlands. We have eliminated intercompany accounts and transactions. We prepare the financial statements of Geron UK and Geron Netherlands using the local currency as the functional currency. We translate the assets and liabilities of Geron UK and Geron Netherlands at rates of exchange at the balance sheet date and translate income and expense items at average monthly rates of exchange. The resultant translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity, on our consolidated balance sheets. Net Loss Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the periods presented without consideration of potential common shares. In April 2022, we entered into an underwriting agreement in connection with a public offering of our common stock, pursuant to which we issued a pre-funded warrant to purchase 18,095,238 shares of our common stock, also known as the 2022 pre-funded warrant, together with accompanying warrants to purchase shares of our common stock. In May 2020, we entered into an underwriting agreement in connection with a public offering of our common stock, pursuant to which we issued a pre-funded warrant to purchase 8,335,239 shares of our common stock, or the 2020 pre-funded warrant, together with accompanying warrants to purchase shares of our common stock. The 2022 pre-funded warrant and 2020 pre-funded warrant each are exercisable immediately at an exercise price of $ 0.001 per share. In January 2023, we completed an underwritten public offering of 68,007,741 shares of our common stock and a pre-funded warrant to purchase 25,000,000 shares of our common stock, or the 2023 pre-funded warrant. We included the 2023 pre-funded warrant, the 2022 pre-funded warrant and the 2020 pre-funded warrant in the computation of basic net loss per share, as applicable, since their exercise price is negligible, and they may be exercised at any time. See Note 9 on Stockholders' Equity for further discussion of our public offerings. Diluted net income per share would be calculated by adjusting the weighted-average number of shares of common stock outstanding for the dilutive effect of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued, as determined using the treasury-stock method. Potential dilutive securities consist of outstanding stock options and warrants to purchase our common stock. Diluted net loss per share excludes potential dilutive securities for all periods presented as their effect would be anti-dilutive. Accordingly, basic and diluted net loss per share is the same for all periods presented in the accompanying consolidated statements of operations. Since we incurred a net loss for 2023, 2022, and 2021 , the diluted net loss per share calculation excludes potential dilutive securities of 75,458,854 , 145,726,765 and 105,725,875 shares, respectively, related to outstanding stock options and warrants, as their effect would have been anti-dilutive. Use of Estimates The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to accrued liabilities, revenue recognition, fair value of marketable securities and equity investments, operating leases, right-of-use assets, lease liabilities, income taxes, and stock-based compensation. We base our estimates on historical experience and on various other market specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates. Fair Value of Financial Instruments Cash Equivalents and Marketable Securities We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. We are subject to credit risk related to our cash equivalents and marketable securities. Our marketable debt securities include U.S. Treasury securities, municipal securities, government-sponsored enterprise securities, commercial paper and corporate notes. We classify our marketable debt securities as available for sale. We record available for sale debt securities at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses are included in interest income and are derived using the specific identification method for determining the cost of securities sold and have been insignificant to date. Dividend and interest income are recognized when earned and included in interest income on our consolidated statements of operations. We recognize a charge when the declines in the fair values below the amortized cost bases of our available for sale securities are judged to be other than temporary. We consider various factors in determining whether to recognize an other than temporary charge, including whether we intend to sell the security or whether it is more likely than not that we would be required to sell the security before recovery of the amortized cost basis. Declines in market value judged as other than temporary result in a charge to interest income. We have not recorded any other‑than‑temporary impairment charges on our available‑for‑sale securities for the years ended December 31, 2023, 2022 and 2021. See Note 2 on Fair Value Measurements. Equity Investments We measure our investment in equity securities at fair value at each reporting date. Changes in fair value resulting from observable price changes are included in change in fair value of equity investment and changes in fair value resulting from foreign currency translation are included in other expense on our consolidated statements of operations. Leases At the inception of an arrangement, we determine whether the arrangement is or contains a lease based on the unique facts and circumstances present. Operating leases are included in operating leases, right-of-use assets and lease liabilities on our consolidated balance sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of remaining lease payments over the expected lease term. The present value of remaining lease payments within the 12 months following the balance sheet date are classified as current lease liabilities. The present value of lease payments not within the 12 months following the balance sheet date are classified as noncurrent lease liabilities. The interest rate implicit in lease contracts is typically not readily determinable. As such, to calculate the net present value of lease payments, we apply our incremental borrowing rate, which is the estimated rate to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment as of the lease commencement date. We may adjust the right-of-use assets for certain adjustments, such as initial direct costs paid or incentives received. In addition, we include any options to extend or terminate the lease in the expected lease term when it is reasonably certain that we will exercise any such option. Lease expense is recognized on a straight-line basis over the expected lease term. For lease agreements entered into after January 1, 2019 that include lease and non-lease components, such components are generally accounted for separately. We have also elected not to recognize on our consolidated balance sheets leases with terms of one year or less. Debt Issuance Costs and Debt Discounts Debt issuance costs include legal fees, accounting fees, and other direct costs incurred in connection with the execution of our debt financing. Debt discounts represent costs paid to the lenders. Debt issuance costs and debt discounts are deducted from the carrying amount of the debt liability and are amortized to interest expense over the term of the related debt using the effective interest method. Revenue Recognition We recognize revenue in accordance with the provisions of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, or Topic 606. In determining the appropriate amount and timing of revenue to be recognized under this guidance, we perform the following five steps: (i) identify the contract(s) with our customer; (ii) identify the promised goods or services in the agreement and determine whether they are performance obligations, including whether they are distinct in the context of the agreement; (iii) measure the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations based on stand-alone selling prices; and (v) recognize revenue when (or as) we satisfy each performance obligation. A performance obligation is a promise in an agreement to transfer a distinct good or service to the customer and is the unit of account in Topic 606. Significant management judgment is required to determine the level of effort required and the period over which completion of the performance obligations is expected under an agreement. If reasonable estimates regarding when performance obligations are either complete or substantially complete cannot be made, then revenue recognition is deferred until a reasonable estimate can be made. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method. We allocate the total transaction price to each performance obligation based on the estimated relative stand-alone selling prices of the promised goods or services underlying each performance obligation. Estimated selling prices for license rights are calculated using an income approach model and include the following key assumptions, judgments and estimates: the development timeline, revenue forecast, commercialization expenses, discount rate and probabilities of technical and regulatory success. Following is a description of the principal activities from which we generate revenue. License fees and royalty revenue primarily represent amounts earned under agreements that out-license our technology to various companies. License Agreements In connection with the divestiture of our human embryonic stem cell assets, including intellectual property and proprietary technology, to Lineage Cell Therapeutics, Inc. (formerly BioTime, Inc. which acquired Asterias Biotherapeutics, Inc.) in 2013, we are entitled to receive royalties on sales of certain research or commercial products utilizing our divested intellectual property. Licenses of Intellectual Property . If we determine the license to intellectual property is distinct from the other performance obligations identified in the agreement and the licensee can use and benefit from the license, we recognize revenue from non-refundable upfront fees allocated to the license upon the completion of the transfer of the license to the licensee. For such licenses, we recognize revenue from annual license maintenance fees upon the start of the new license period. For licenses that are bundled with other performance obligations, we assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable upfront fees or annual license maintenance fees. At each reporting date, we reassess the progress and, if necessary, adjust the measure of performance and related revenue recognition. Milestone Payments. At the inception of each agreement that includes milestone payments, we evaluate whether the milestones are considered probable of being achieved and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the value of the associated milestone is included in the transaction price. For milestones that we do not deem to be probable of being achieved, the associated milestone payments are fully constrained and the value of the milestone is excluded from the transaction price with no revenue being recognized. For example, milestone payments that are not within our control, such as regulatory-related accomplishments, are not considered probable of being achieved until those accomplishments have been communicated by the relevant regulatory authority. Once the assessment of probability of achievement becomes probable, we recognize revenue for the milestone payment. At each reporting date, we assess the probability of achievement of each milestone under any current agreements. Royalties . For agreements with sales-based royalties, including milestone payments based on the level of sales, where the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (a) when the related sales occur, or (b) when the performance obligation, to which some or all of the royalty has been allocated, has been satisfied (or partially satisfied). At each reporting date, we estimate the sales incurred by each licensee during the reporting period based on historical experience and accrue the associated royalty amount. Restricted Cash Restricted cash consists of funds maintained in separate money market or certificate of deposit accounts for credit card purchases. Research and Development Expenses Research and development expenses currently consist of expenses incurred in developing and testing imetelstat and research related to potential next generation telomerase inhibitors. These expenses include, but are not limited to, payroll and personnel expense, lab supplies, non-clinical studies, clinical trials, including support for investigator-led clinical trials, raw materials to manufacture clinical trial drugs, manufacturing costs for research and clinical trial materials, sponsored research at other labs, consulting, costs to maintain technology licenses and research-related overhead. Our current imetelstat clinical trials are being supported by contract research organizations, or CROs, and other vendors. We accrue expenses for clinical trial activities performed and managed by CROs based upon the amount of work completed on each trial. Expenses are recorded based on contracted amounts agreed to with our CROs and through monthly reporting provided by CROs. We monitor activities conducted and managed by the CROs to the extent possible through internal reviews, review of contractual terms and correspondence with CROs. We record expense on the best information available at the time. However, additional information may become available to us which may require us to record adjustments to research and development expenses in future periods. Depreciation and Amortization We record property and equipment at cost and calculate depreciation using the straight‑line method over the estimated useful lives of the assets, generally four years . Leasehold improvements are amortized over the shorter of the estimated useful life or remaining term of the lease. Stock‑Based Compensation We maintain various stock incentive plans under which stock options and restricted stock awards can be granted to employees, non-employee directors and consultants. We also have an employee stock purchase plan for all eligible employees. We recognize stock-based compensation expense based on grant-date fair values of service-based stock options on a straight-line basis over the requisite service period, which is generally the vesting period. For performance-based stock options with vesting based on the achievement of certain strategic milestones, stock-based compensation expense is recognized over the period from the date the performance condition is determined to be probable of occurring through the date the applicable condition is expected to be met and is reduced for estimated forfeitures, as applicable. If the performance condition is not considered probable of being achieved, no stock-based compensation expense is recognized until such time as the performance condition is considered probable of being met, if at all. If the assessment of probability of the performance condition changes, the impact of the change in estimate would be recognized in the period of the change. The determination of grant-date fair values for our service-based and performance-based stock options and employee stock purchases using the Black-Scholes option pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. The grant-date fair value for service-based restricted stock awards is determined using the fair value of our common stock on the date of grant. We evaluate whether an adjustment to the assumptions of fair value of our common stock and historical volatility are required if observed prices of our common stock materially differ from historical information. We measure share-based payments to non-employees based on the grant-date fair value of the equity awards to be issued. We recognize stock-based compensation expense for the fair value of the vested portion of non-employee stock-based awards on our consolidated statements of operations. For additional information, see Note 9 on Stockholders’ Equity. Accumulated Other Comprehensive Gain (Loss) Accumulated other comprehensive gain (loss) includes certain changes in stockholders’ equity which are excluded from net income (loss). Accumulated other comprehensive loss on our consolidated balance sheets as of December 31, 2023 and 2022 , respectively, is comprised of net unrealized losses on marketable securities and cumulative translation adjustments. Income Taxes We maintain deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and are subject to tests of recoverability. Our deferred tax assets include net operating loss carryforwards, federal and state tax credits and capitalized research and development. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Our net deferred tax asset has been fully offset by a valuation allowance because of our history of losses. Any potential accrued interest and penalties related to unrecognized tax benefits would be recorded as income tax expense. Segment Information Our executive management team represents our chief decision maker. We view our operations as a single segment, the development of therapeutic products for oncology. As a result, the financial information disclosed herein materially represents all of the financial information related to our principal operating segment. Recent Accounting Pronouncements New Accounting Pronouncements – Issued But Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (ASU 2023-07), which requires issuers to make additional disclosures with respect to segment expenses, including required disclosure on an annual and interim basis for significant segment expenses and other segment items. ASU 2023-07 also permits the disclosure of more than one measure of a segment’s profit or loss. ASU 2023-07 is effective for the Company as of January 1, 2024 for annual periods and as of January 1, 2025 for interim periods. We are evaluating the impact of this ASU on our consolidated financial statements. In December 2023, the Financial Standards Accounting Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (ASU 2023-09), which requires issuers to make additional discloses on an annual basis related to specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold on an annual basis, disclose additional information about income taxes paid as well as other disaggregated disclosures. ASU 2023-09 is effective for the Company as of January 1, 2025 for annual periods. We are evaluating the impact of this ASU on our consolidated financial statements. New Accounting Pronouncements – Issued and Adopted In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments , or ASU 2016-13. The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about an entity's expected credit losses on financial instruments and other commitments to extend credit at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology currently used today with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to develop credit loss estimates. Subsequent to issuing ASU 2016-13, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses , or ASU 2018-19, for the purpose of clarifying certain aspects of ASU 2016-13. In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses (Topic 326): Targeted Transition Relief , or ASU 2019-05, to provide entities with more flexibility in applying the fair value option on adoption of the credit impairment standard. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses , which expands the scope of the practical expedient that allows entities to exclude the accrued interest component of amortized cost from various disclosure. Entities that elect to apply the practical expedient must disclose the total amount of accrued interest that they exclude from their disclosures of amortized cost. ASU 2018-19, ASU 2019-05 and ASU 2019-11 have the same effective date and transition requirements as ASU 2016-13. ASU 2016-13 became effective for fiscal years beginning after December 15, 2022, using a modified retrospective approach, for smaller reporting companies. Early adoption is permitted. We adopted ASU 2016-13 and related updates as of January 1, 2023. The adoption of this standard did not have a material impact on our financial statements. Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on our financial statements. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 2. FAIR VALUE MEASUREMENTS Cash Equivalents and Marketable Securities Cash equivalents, restricted cash and marketable securities by security type at December 31, 2023 were as follows: Gross Gross Amortized Unrealized Unrealized Estimated (In thousands) Cost Gains Losses Fair Value Included in cash and cash equivalents: Money market funds $ 16,815 $ — $ — $ 16,815 $ 16,815 $ — $ — $ 16,815 Restricted cash: Money market fund $ 843 $ — $ — $ 843 Certificate of deposit 272 — — 272 $ 1,115 $ — $ — $ 1,115 Marketable securities: U.S. Treasury securities (due in $ 26,752 $ 95 $ — $ 26,847 U.S. Treasury securities (due in 2,877 17 $ — 2,894 Government-sponsored enterprise securities 86,250 43 ( 92 ) 86,201 Government-sponsored enterprise securities 13,598 72 — 13,670 Commercial paper (due in less than one year) 102,270 31 ( 33 ) 102,268 Corporate notes (due in less than one year) 48,409 14 ( 63 ) 48,360 Corporate notes (due in one to two years) 26,628 130 ( 24 ) 26,734 $ 306,784 $ 402 $ ( 212 ) $ 306,974 Cash equivalents, restricted cash and marketable securities by security type at December 31, 2022 were as follows: Gross Gross Amortized Unrealized Unrealized Estimated (In thousands) Cost Gains Losses Fair Value Included in cash and cash equivalents: Money market funds $ 39,771 $ — $ — $ 39,771 $ 39,771 $ — $ — $ 39,771 Restricted cash: Money market fund $ 93 $ — $ — $ 93 Certificate of deposit 271 — — 271 $ 364 $ — $ — $ 364 Marketable securities: U.S. Treasury securities (due in $ 12,983 $ — $ ( 62 ) $ 12,921 Municipal securities (due in 3,000 — ( 24 ) 2,976 Government-sponsored enterprise securities 9,860 — ( 14 ) 9,846 Commercial paper (due in less than one year) 64,285 6 ( 92 ) 64,199 Corporate notes (due in less than one year) 26,014 — ( 55 ) 25,959 $ 116,142 $ 6 $ ( 247 ) $ 115,901 Cash equivalents and marketable securities with unrealized losses that have been in a continuous unrealized loss position for less than 12 months and 12 months or longer at December 31, 2023 and 2022 were as follows: Less Than 12 Months 12 Months or Greater Total Gross Gross Gross Estimated Unrealized Estimated Unrealized Estimated Unrealized (In thousands) Fair Value Losses Fair Value Losses Fair Value Losses As of December 31, 2023: Government-sponsored $ 69,377 $ ( 92 ) $ — $ — $ 69,377 $ ( 92 ) Commercial paper 58,622 ( 33 ) — — 58,622 ( 33 ) Corporate notes (due in 34,567 ( 63 ) — — 34,567 ( 63 ) Corporate notes (due in 3,952 ( 23 ) — — 3,952 ( 23 ) $ 166,518 $ ( 211 ) $ — $ — $ 166,518 $ ( 211 ) As of December 31, 2022: U.S. Treasury $ 11,424 $ ( 57 ) $ 1,497 $ ( 5 ) $ 12,921 $ ( 62 ) Municipal securities — — 2,976 ( 24 ) 2,976 ( 24 ) Government-sponsored 9,845 ( 14 ) — — 9,845 ( 14 ) Commercial paper 52,454 ( 92 ) — — 52,454 ( 92 ) Corporate notes (due in 1,998 ( 2 ) 23,962 ( 53 ) 25,960 ( 55 ) $ 75,721 $ ( 165 ) $ 28,435 $ ( 82 ) $ 104,156 $ ( 247 ) The gross unrealized losses related to U.S. Treasury securities, municipal securities, government-sponsored enterprise securities, commercial paper and corporate notes as of December 31, 2023 and 2022 were due to changes in interest rates and not credit risk. We determined that the gross unrealized losses on our cash equivalents and marketable securities as of December 31, 2023 and 2022 were temporary in nature. Our exposure to unrealized losses may increase in the future due to the economic pressures or uncertainties associated with local or global economic recessions as a result of ongoing geopolitical events, such as the current military conflict between Ukraine and Russia, as well as recent and potential future disruptions in access to bank deposits or lending commitments due to bank failure. We review our investments quarterly to identify and evaluate whether any investments have indications of possible other-than-temporary impairment. Factors considered in determining whether a loss is temporary include the length of time and extent to which the fair value has been less than the amortized cost basis and whether we intend to sell the security or whether it is more likely than not that we would be required to sell the security before recovery of the amortized cost basis. We currently do not intend to sell these securities before recovery of their amortized cost bases. Fair Value on a Recurring Basis We categorize financial instruments recorded at fair value on our consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The categories are as follows: Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 — Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Below is a description of the valuation methodologies used for financial instruments measured at fair value on our consolidated balance sheets, including the category for such financial instruments. Money market funds and certificates of deposit are categorized as Level 1 within the fair value hierarchy as their fair values are based on quoted prices available in active markets. Commercial paper, U.S. Treasury securities, municipal securities, government-sponsored enterprise securities and corporate notes are categorized as Level 2 within the fair value hierarchy as their fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicates the fair value category assigned. Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs (In thousands) Level 1 Level 2 Level 3 Total As of December 31, 2023: Money market funds (1)(2) $ 17,658 $ — $ — $ 17,658 Certificate of deposit (2) 272 — — 272 U.S. Treasury securities (3)(4) — 29,742 — 29,742 Government-sponsored enterprise securities (3)(4) — 99,872 — 99,872 Commercial paper (3) — 102,268 — 102,268 Corporate notes (3)(4) — 75,092 — 75,092 Total $ 17,930 $ 306,974 $ — $ 324,904 As of December 31, 2022: Money market funds (1)(2) $ 39,864 $ — $ — $ 39,864 Certificate of deposit (2) 271 — — 271 U.S. Treasury securities (3) — 12,921 — 12,921 Municipal securities (3) — 2,976 — 2,976 Government-sponsored enterprise securities (3) — 9,846 — 9,846 Commercial paper (3) — 64,199 — 64,199 Corporate notes (3) — 25,959 — 25,959 Total $ 40,135 $ 115,901 $ — $ 156,036 (1) Included in cash and cash equivalents on our consolidated balance sheets. (2) Included in restricted cash on our consolidated balance sheets. (3) Included in current portion of marketable securities on our consolidated balance sheets. (4) Included in noncurrent portion of marketable securities on our consolidated balance sheets. Equity Investment In December 2007, we received 13,842,625 ordinary shares in Sienna Cancer Diagnostics Limited, or Sienna, in connection with a license we granted to them for our hTERT technology for use in human diagnostics. The shares, which represented less than 20 % ownership, were recorded at a zero cost basis under the cost method of accounting, upon receipt. Since the adoption of ASU 2016-01 on January 1, 2018, we reassessed the fair value of our equity investment in Sienna at each reporting date and any resulting change in fair value was recognized on our consolidated statements of operations. In April 2020, Sienna announced its merger with BARD1 Life Sciences Limited, or BARD1, subject to approval by Sienna’s shareholders. Effective August 3, 2020, the merger was complete, and we received 13 BARD1 shares for every five shares of Sienna ordinary shares, resulting in our ownership of 35,990,825 shares of BARD1. During the first quarter of 2021, we sold all of our holdings in BARD1 and recognized a net gain of approximately $ 1,233,000 from the sales, including gains from foreign currency translation adjustments, which has been included in other income and expense on our consolidated statements of operations. As of March 31, 2021, no value remained for our equity investment in BARD1. Credit Risk We currently place our cash, restricted cash, cash equivalents and marketable securities with multiple institutions in the United States. Generally, these deposits may be redeemed upon demand and therefore, bear minimal risk. Deposits with banks may exceed the amount of insurance provided on such deposits. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and marketable securities. Cash equivalents and marketable securities currently consist of money market funds, government-sponsored enterprise securities, U.S. Treasury securities, municipal securities, commercial paper and corporate notes. Our investment policy, approved by the audit committee of our board of directors, limits the amount we may invest in any one type of investment issuer, thereby reducing credit risk concentrations. However, we are exposed to credit risk in the event of default by the financial institutions holding our cash and cash equivalents to the extent recorded in our consolidated balance sheets. We have not experienced any losses in such accounts and we believe that we are not exposed to significant credit risk of our financial position at the depository institutions in which those deposits are held. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 3. PROPERTY AND EQUIPMENT Property and equipment, stated at cost, is comprised of the following: December 31, (In thousands) 2023 2022 Furniture and computer equipment $ 2,273 $ 1,554 Leasehold improvements 135 135 2,408 1,689 Less accumulated depreciation and amortization ( 1,231 ) ( 896 ) $ 1,177 $ 793 |
LICENSE AGREEMENT
LICENSE AGREEMENT | 12 Months Ended |
Dec. 31, 2023 | |
License Agreement Disclosure [Abstract] | |
LICENSE AGREEMENT | 4. LICENSE AGREEMENT Janssen Pharmaceuticals, Inc. License Agreement On September 15, 2016, we entered into the License Agreement with Janssen Pharmaceuticals whereby we granted to Janssen Pharmaceuticals an exclusive worldwide license, or the Exclusive License, under our proprietary patents for the research, development and commercialization of products based on specialized oligonucleotide backbone chemistry and novel amidates for ribonucleic acid interference. In addition to the Exclusive License, we granted to Janssen Pharmaceuticals a non‑exclusive worldwide license, or the Non‑Exclusive License, under our patents covering the synthesis of monomers. This agreement was terminated effective April 2021. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | 5. ACCRUED LIABILITIES Accrued liabilities consisted of the following: December 31, (In thousands) 2023 2022 CRO and clinical trial costs $ 23,541 $ 17,040 Manufacturing activities 14,629 5,321 Professional legal and accounting fees 556 9,668 Interest payable 768 561 Other 814 510 $ 40,308 $ 33,100 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES Purported Securities Lawsuits In 2020, three securities class action lawsuits were filed against us and certain of our officers. One of the lawsuits was voluntarily dismissed. The other two lawsuits, filed in the U.S. District Court for the Northern District of California, were consolidated by the court. In September 2022, the parties agreed to a settlement and entered into a Stipulation and Agreement of Settlement, which was subject to court approval. The court granted final approval of the settlement on September 28, 2023 and final judgment was entered on October 3, 2023. Under the terms of the Stipulation, in exchange for the release and dismissal with prejudice of all claims against the defendants in the consolidated class action complaint, we agreed to pay and/or to cause our insurance carriers to pay a total of $ 24,000,000 , comprised of $ 17,000,000 in cash, which was paid into an escrow account under our available D&O insurance coverage and, $ 7,000,000 in cash which was paid after final approval of the settlement by the court. The settlement does not constitute an admission of fault or wrongdoing by Geron or any of our officers . As of December 31, 2022, our portion of the settlement amount of $ 7,000,000 had been included in accrued liabilities on our consolidated balance sheets and recognized as general and administrative expense on our consolidated statements of operations for the year ended December 31, 2022. Our portion of the settlement amount was paid in the fourth quarter of 2023. There is no liability outstanding as of December 31, 2023 as the matter was fully settled during the year ended December 31, 2023. In 2020 and 2021, seven shareholder derivative actions were filed in a number of courts, naming as defendants certain of our then current officers and certain of our then current and former members of our board. On December 21, 2022, the parties to the shareholder derivative action filed in the Delaware Court of Chancery entered into a stipulation of settlement, or the Derivative Stipulation, and on May 17, 2023, the Delaware Court of Chancery approved the Derivative Stipulation, and the case was dismissed with prejudice. Subsequently, each of the remaining derivative cases were dismissed with prejudice. Under the terms of the Derivative Stipulation, in exchange for the release and dismissal with prejudice of all claims against the defendants in the consolidated shareholder derivative actions filed in the Northern District, we agreed to pay and/or to cause our insurance carriers to pay a total of $ 1,350,000 , comprised of $ 525,000 in cash, which was payable under our available D&O insurance coverage and $ 825,000 in cash payable by us. The settlement does not constitute an admission of fault or wrongdoing by any of our officers or members of our board. As of December 31, 2022, we had recorded the total settlement amount of $ 1,350,000 as accrued liabilities and $ 525,000 as interest and other receivables on our consolidated balance sheets. For the year ended December 31, 2022, we had recognized our portion of the settlement of $ 825,000 as general and administrative expense on our consolidated statements of operations. In the second quarter of 2023, our insurance carriers paid $ 525,000 in cash, and we paid $ 825,000 in cash, for an aggregate total payment of $ 1,350,000 . Accordingly, there are no outstanding amount to settle against this as of December 31, 2023. While we have settled these lawsuits, it is possible that additional lawsuits might be filed, or allegations might be received from stockholders, with respect to these same or other matters and also naming us and/or our officers and directors as defendants. Such lawsuits and any other related lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors. The outcome of such lawsuits is necessarily uncertain. We could be forced to expend significant resources in the defense of any additional lawsuits, and we may not prevail. In addition, we have and may continue to incur substantial legal fees and costs in connection with such lawsuits. Monitoring, initiating and defending against legal actions is time-consuming for our management, is likely to be expensive, and may detract from our ability to fully focus our internal resources on our business activities. We could be forced to expend significant resources in any potential future lawsuits, and we may not prevail in such lawsuits. Additionally, we may not be successful in having any such lawsuits dismissed or settled within the limits of our insurance coverage. Expenses associated with any potential future lawsuits could be material to our consolidated financial statements if we do not prevail in the defense of such lawsuits, or even if we do prevail. We have not established any reserve for any potential liability relating to any potential future lawsuits. It is possible that we could, in the future, incur judgments or enter into settlements of claims for monetary damages. Indemnifications to Officers and Directors Our corporate bylaws require that we indemnify our directors, as well as those who act as directors and officers of other entities at our request, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceedings arising out of their services to Geron. In addition, we have entered into separate indemnification agreements with each of our directors and officers which provide for indemnification of these directors and officers under similar circumstances and under additional circumstances. The indemnification obligations are more fully described in our bylaws and the indemnification agreements. We purchase standard insurance to cover claims or a portion of the claims made against our directors and officers. Since a maximum obligation is not explicitly stated in our bylaws or in our indemnification agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated. Severance Plan We have adopted two severance plans that apply to all of our employees who are not subject to performance improvement plans, one plan covering employees above the Vice President level, i.e., executives, and all other employees hired before January 1, 2022, and the other plan covering all non-executive employees hired on or after January 1, 2022. The severance plans provide for, among other benefits: (i) a severance payment upon a Change of Control Triggering Event and Separation from Service and (ii) a severance payment for each non‑executive employee upon a Non‑Change of Control Triggering Event and Separation from Service. As defined in the severance plans, a Change of Control Triggering Event and Separation from Service requires a “double trigger” where: (i) an employee is terminated by us without cause in connection with a change of control or within 12 months following a change of control provided, however, that if an employee is terminated by us in connection with a change of control but immediately accepts employment with our successor or acquirer, the employee will not be eligible for the benefits outlined in the plans, (ii) an employee resigns because in connection with a change of control, the offered terms of employment (new or continuing) by us or our successor or acquirer within 30 days after the change of control results in a material change in the terms of employment, or (iii) after accepting (or continuing) employment with us after a change of control, an employee resigns within 12 months following a change of control due to a material change in the terms of employment. Under the severance plans, a Non‑Change of Control Triggering Event and Separation from Service is defined as an event where an employee is terminated by us without cause. Severance payments range from three to 18 months of base salary in connection with a Change of Control Triggering Event or from six weeks to 12 months of base salary in connection with a Non-Change of Control Triggering Event, as well as a pro-rata portion of the employee’s annual target bonus, depending on the employee’s position with us, payable in a lump sum payment, and monthly COBRA payments for the severance period. The severance plans also provide that they shall not supersede the provisions of any individual employment agreements entered into between us and our employees, and that the employees with such agreements will be entitled to whichever benefits are greater under the severance plan or their employment agreement. A copy of the severance plan covering our executive officers is filed as an exhibit to our annual report on Form 10-K. As of December 31, 2023, all our executive officers have employment agreements with severance provisions and will receive the greater severance benefits of their agreements or those in the severance plan applicable to them. |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
OPERATING LEASES | 7. OPERATING LEASES New Jersey Office Space Lease In April 2019, we entered into an operating lease agreement for office space located at 3 Sylvan Way, Parsippany, New Jersey, or the New Jersey Lease. The initial term of the New Jersey Lease is 11 years with an option to extend for an additional five years and a one-time option to terminate the New Jersey Lease without cause as of the 103 rd month anniversary of the commencement date of the lease . The New Jersey Lease commenced on October 1, 2019, upon our control of the office space on that date. Based on the initial term of the New Jersey Lease of 11 years, the right-of-use asset and corresponding operating lease liability was approxima tely $ 2,356,000 , w hich represented the present value of lease pay ments over the initial lease term, net of a seven-month rent abatement period, using an incremental borrowing rate of 8 % based o n information available as of October 1, 2019. Under the New Jersey Lease, we are also obligated to pay certain variable expenses separately from the base rent, including electricity and common area maintenance. Such costs are being expensed in the period they are incurred. As of December 31, 2023, the remaining lease term for the New Jersey Lease is 6 .8 ye ars. Foster City Office Space Lease In October 2019, we entered into an operating lease agreement for office space located at 919 East Hillsdale Boulevard, Foster City, California, or the Foster City Lease. The initial term of the Foster City Lease is 87 months with an option to extend for an additional five years . The Foster City Lease commenced on March 10, 2020, upon the substantial completion of all tenant improvements. As of the l ease commencement date, the right-of-use asset and corresponding operating lease liability was approximately $ 1,868,000 , wh ich represented the present value of remaining lease payments using an incremental borro wing rate of 7 % over the initial lease term of 87 months, net of a three-month rent abatement period. Under the Foster City Lease, we are also obligated to pay certain variable expenses separately from the base rent, including taxes and common area maintenance. Such costs are considered non-lease components and have been excluded from the calculation of the right-of-use asset and corresponding operating lease liability and are being expensed in the period they are incurred. As of December 31, 2023, the remaining lease term for the Foster City Lease is 3 .5 years. The components of lease costs included in operating expenses on our consolidated statements of operations for the New Jersey Lease, the Foster City Lease and a lease from a former location in Menlo Park, California, were as follows: Year Ended December 31, (In thousands) 2023 2022 2021 Operating lease costs $ 962 $ 944 $ 946 Variable lease costs (1) 344 310 252 Total lease costs $ 1,306 $ 1,254 $ 1,198 (1) Variable lease costs represent non-lease components, such as common area maintenance charges. The undiscounted future non-cancellable lease payments under the New Jersey Lease and the Foster City Lease as of December 31, 2023 were as follows (in thousands): 2024 $ 987 2025 1,014 2026 1,040 2027 716 2028 376 Thereafter 675 Total lease payments 4,808 Less: imputed interest ( 853 ) Total $ 3,955 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | 8. DEBT On September 30, 2020, or the Closing Date, we, Hercules Capital, Inc., or Hercules, and Silicon Valley Bank, or SVB, entered into a term loan facility, or the Term Loan, up to $ 75.0 million, which was amended in August 2021, or the Original Loan Agreement. On June 30, 2022, we entered into a second amendment to the Original Loan Agreement. Under the second amendment, the aggregate principal amount available to us increased from $ 75,000,000 to $ 125,000,000 , with such principal being available in a series of tranches, subject to certain terms and conditions. On December 14, 2023, we entered into a third amendment to the Original Loan Agreement, or as amended, the Loan Agreement. As of December 31, 2023 , a total of $ 80.0 million has been drawn under the Loan Agreement. On the effective date of the second amendment, we paid $ 100,000 as a facility charge that we recognized as a debt discount and are amortizing such cost to interest expense over the life of the loan using the effective interest rate method. Additional facility charges applied to future draw downs will be treated similarly. We also incurred legal fees in connection with the second amendment, which we recognized as debt issuance costs and are amortizing such cost to interest expense over the life of the loan using the effective interest rate method. Under the third amendment, the aggregate principal amount drawn down and remaining available to us under the Term Loan remains at $ 125.0 million, with such principal being available in a series of tranches, subject to certain terms and conditions. The third amendment also provides that (i) the fourth tranche of the Term Loan was increased from $ 10.0 million to $ 30.0 million, (ii) the commitment period for the fifth tranche of the Term Loan of $ 20.0 million, which is available subject to achievement of a regulatory milestone and satisfaction of certain capitalization requirements, was extended through December 15, 2024, (iii) the variable annual interest rate on the outstanding loans has been decreased to the greater of: (x) 9.0 %, or (y) the sum of (A) the Prime Rate (as reported in The Wall Street Journal) minus 4.5 %, plus (B) 9.0 %; and (iv) the interest only period of the Term Loan has been extended through June 30, 2024, and is further extendable to December 31, 2024 upon achievement of a regulatory and financial milestone and satisfaction of certain capitalization requirements. In connection with the third amendment, on the third amendment effective date, we borrowed and received the entire fourth tranche of the Term Loan in the amount of $ 30.0 million. Afte r giving effect to such borrowing, the outstanding principal amount under the Loan Agreement is $ 80.0 million. On the effective date of the third amendment, we paid $ 300,000 as a facility charge that we recognized as a debt discount and are amortizing such cost to interest expense over the life of the loan using the effective interest rate method. Additional facility charges applied to future draw downs will be treated similarly. We also incurred legal fees in connection with the third amendment, which we recognize as debt issuance costs and amortize such cost to interest expense over the life of the loan using the effective interest rate method. The third amendment of the Loan Agreement is not substantially different as compared to the Original Loan Agreement, and accordingly, we treated the amendment as a modification of the debt in accordance with ASC 470. On September 15, 2023, the third tranche of $ 20.0 million of the Term Loan expired and is no longer available for us, but was added to the fourth tranche as part of the third amendment to the Loan Agreement. Under the Term Loan as amended, the Term Loan matures on April 1, 2025 , or the Loan Maturity Date, and may be extended up to an additional six months upon the achievement of certain regulatory and financial milestones. The Term Loan bears interest at a floating rate per annum equal to the greater of either (i) 9.0 % or (ii) the sum of (A) the Prime Rate (as reported in The Wall Street Journal) minus 4.5 %, plus (B) 9.0 % ( 8.5 % as of December 31, 2023). The interest only period of the Term Loan is through June 30, 2024, and is further extendable to December 31, 2024 upon achievement of a regulatory and financial milestone and satisfaction of certain capitalization requirements. Following the expiration of the interest-only period, we are required to repay the Term Loan in equal monthly amortization payments of principal and interest until the Loan Maturity Date. Upon full repayment of the Term Loan, we are also obligated to pay an end of term charge in an amount equal to 6.55 % of the amount of the Term Loans actually borrowed. Such end of term charge is being accrued to interest expense over the term of the Term Loan using the effective interest rate method. At our option, upon at least five business days’ prior written notice to Hercules, we may prepay all or any portion greater than or equal to $ 5.0 million of the outstanding loan by paying the entire principal balance (or portion thereof) and all accrued and unpaid interest. There is no prepayment charge for prepayments of drawdowns under Tranche 1 or Tranche 2. Prepayments of drawdowns under Tranche 3, Tranche 4, Tranche 5 or Tranche 6 are subject to a prepayment charge of 1.5 % of the prepayment amount, if the prepayment is made prior to June 30, 2025. Thereafter, any prepayment of Tranche 3, Tranche 4, Tranche 5 or Tranche 6 is not subject to a prepayment charge. The Term Loan is secured by substantially all of Geron’s assets, except our intellectual property, which is the subject of a negative pledge. The Term Loan contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings. We are in compliance with the covenants under the Term Loan as of December 31, 2023. In the event of default (subject, in certain instances, to specified grace periods), the principal, interest and any other monetary obligations on all then outstanding amounts under the Term Loan may become due and payable immediately. Upon the occurrence of an event of default, a default interest rate of an additional 5 % may be applied to the outstanding principal balance, and Hercules, as the administrative agent, may declare all outstanding obligations immediately due and payable (subject, in certain instances, to specified grace periods) and take such other actions as set forth in the Term Loan. Upon the occurrence of certain bankruptcy and insolvency events, the obligations under the Term Loan would automatically become due and payable. Embedded Derivatives and Debt Discounts The conditional exercisable call option related to the event of default is considered to be an embedded derivative which is required to be bifurcated and accounted for as a separate financial instrument. In the periods presented, the value of the embedded derivative is not material and therefore, no amount has been recognized. If an event of default becomes more probable than is currently estimated, then the embedded derivative could become material in future periods and would be recognized as a separate financial instrument at that time. As of December 31, 2023, the net carrying value of the Term Loan was $ 81.9 million, w hich includes the principal amount of $ 80.0 million less the net unamortized discounts and debt issuance costs of $ 605,000 plus an accrued end of term charge of $ 2,691,000 . The carrying value of the debt approximates the fair value as of December 31, 2023. The debt discounts and debt issuance costs are being amortized to interest expense over the life of loan amounts under Term Loan using the effective interest rate method. Future Minimum Payments The following table presents future minimum payments, including interest and the end of term charge, under the Term Loan as of December 31, 2023 (in thousands): 2024 $ 56,066 2025 39,262 Total 95,328 Less: amount representing interest ( 10,088 ) Less: unamortized debt discount and issuance costs ( 605 ) Less: unamortized end of term charge ( 2,691 ) Less: current portion of debt ( 46,893 ) Noncurrent portion of debt $ 35,051 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 9. STOCKHOLDERS’ EQUITY Authorized Common Stock In May 2023 our stockholders approved an amendment to our Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 675,000,000 to 1,350,000,000 shares. Public Offering On April 1, 2022, we completed an underwritten public offering of 53,333,334 shares of our common stock and a pre-funded warrant to purchase 18,095,238 shares of our common stock, or the 2022 pre-funded warrant, together with accompanying warrants to purchase 35,714,286 shares of our common stock, also known as the 2022 stock purchase warrants. The shares of common stock and the 2022 pre-funded warrant were immediately separable from the 2022 stock purchase warrants. All of the securities were issued separately. The combined public offering price of the common stock and accompanying 2022 stock purchase warrants was $ 1.05 per share. The 2022 stock purchase warrants have an exercise price of $ 1.45 per share and are exercisable immediately. The term of the 2022 stock purchase warrants expired in the third quarter of 2023, pursuant to the terms of the warrant agreement.. The combined public offering price of the 2022 pre-funded warrant and accompanying 2022 stock purchase warrant was $ 1.049 per share. The 2022 pre-funded warrant has an exercise price of $ 0.001 per share and may be exercised at any time until the 2022 pre-funded warrant is exercised in full. As of December 31, 2023, none of the 2022 pre-funded warrant and all of the 2022 stock purchase warrants have been exercised. The net cash proceeds from this offering were $ 69,916,000 , after deducting the underwriting discount and other offering expenses paid by us, and exclude any future proceeds from the exercise of the 2022 pre-funded warrant and 2022 stock purchase warrants. Upon the issuance of the 2022 pre-funded warrant and 2022 stock purchase warrants, we evaluated the terms of each warrant to determine the appropriate accounting and classification pursuant to FASB Accounting Standards Codification Topic 480, Distinguishing Liabilities from Equity , and FASB Accounting Standards Codification Topic 815, Derivatives and Hedging . Warrants are classified as liabilities when the warrant terms allow settlement of the warrant exercise in cash and classified as equity when the warrant terms only allow settlement in shares of common stock. The terms of the 2022 pre-funded warrant and the 2022 stock purchase warrants include certain provisions related to fundamental transactions and a cashless exercise provision in the event registered shares are not available, and do not include any mandatory redemption provisions. Based on our evaluation, we concluded the 2022 pre-funded warrant and the 2022 stock purchase warrants should be classified as equity with no subsequent remeasurement as long as such warrants continue to be classified as equity. On January 10, 2023 we completed an underwritten public offering consisting of 68,007,741 shares of our common stock and the 2023 pre-funded warrant. All of the securities were issued separately. The public offering price of the common stock was $ 2.45 per share. The public offering price of the 2023 pre-funded warrant was $ 2.449 per share. The 2023 pre-funded warrant has an exercise price of $ 0.001 per share and may be exercised at any time until the 2023 pre-funded warrant is exercised in full. As of December 31, 2023, none of the 2023 pre-funded warrant has been exercised. The net cash proceeds from this offering were $ 213,337,000 , after deducting the underwriting discount and other offering expenses paid by us, and exclude any future proceeds from the exercise of the 2023 pre-funded warrant. Upon the issuance of the 2023 pre-funded warrant, we evaluated the warrant terms to determine the appropriate accounting and classification pursuant to FASB Accounting Standards Codification Topic 480, Distinguishing Liabilities from Equity, and FASB Accounting Standards Codification Topic 815, Derivatives and Hedging. Warrants are classified as liabilities when the warrant terms allow settlement of the warrant exercise in cash and classified as equity when the warrant terms only allow settlement in shares of common stock. The terms of the 2023 pre-funded warrant include certain provisions related to fundamental transactions and a cashless exercise provision in the event registered shares are not available, and do not include any mandatory redemption provisions. Based on our evaluation, we concluded the 2023 pre-funded warrant should be classified as equity with no subsequent remeasurement as long as such warrant continue to be classified as equity. Warrant Exercises For the year ended December 31, 2023, warrants to purchase 77,349,859 shares of our common stock were exercised for net cash proceeds of approximately $ 105,912,000 . The warrants were issued in connection with underwritten public offerings of common stock and pre-funded warrants, together with accompanying stock purchase warrants in May 2020, April 2022, and January 2023. As of December 31, 2023, the following warrants remained outstanding: • pre-funded warrants with an exercise price of $ 0.001 per share to purchase 51,430,477 shares of our common stock, which have no expiration date; and • stock purchase warrants with an exercise price of $ 1.30 per share to purchase 2,474,503 shares of our common stock related to the public offering of our common stock in May 2020, which expire on December 31, 2025 . For the year ended December 31, 2022, warrants to purchase 11,663,387 shares of our common stock were exercised for net cash proceeds of approximately $ 15,163,000 . The warrants were issued in connection with an underwritten public offering of common stock and a pre-funded warrant, together with accompanying stock purchase warrants in May 2020. As of December 31, 2022, the pre-funded warrant to purchase 8,335,239 shares of our common stock was outstanding and stock purchase warrants to purchase 44,110,079 shares of our common stock associated with the May 2020 public offering remained outstanding. Sales Agreement On September 4, 2020, we entered into an At Market Issuance Sales Agreement, or the 2020 Sales Agreement, with B. Riley Securities, Inc., or B. Riley, pursuant to which we were able to elect to issue and sell shares of our common stock having an aggregate offering price of up to $ 100 million in such quantities and on such minimum price terms as we set from time to time through B. Riley as our sales agent. We agreed to pay B. Riley an aggregate commission rate equal to up to 3.0 % of the gross proceeds of the sales price per share for common stock sold through B. Riley under the 2020 Sales Agreement. In connection with the 2020 Sales Agreement, we terminated the 2018 Sales Agreement. The 2020 Sales Agreement expired on September 4, 2023. On November 1, 2023, we entered into an At Market Issuance Sales Agreement, or the 2023 Sales Agreement with B. Riley, pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $ 100 million from time to time through B. Riley as the sales agent. We have agreed to pay B. Riley an aggregate commission rate equal to up to 3.0 % of the gross proceeds of the sales price per share for common stock sold through B. Riley under the 2023 Sales Agreement. The 2023 Sales Agreement will automatically terminate upon the earlier of (i) the sale of all common stock subject to the 2023 Sales Agreement, or (ii) termination of the 2023 Sales Agreement in accordance with its terms. For the year ended December 31, 2021, we sold an aggregate of 10,571,556 shares of our common stock pursuant to the 2020 Sales Agreement, resulting in n et cash proceeds to us of approximately $ 20.4 million after deducting sales commissions and other offering expenses paid by us. No shares of our common stock were sold pursuant to the 2020 Sales Agreement or the 2023 Sales Agreement during the year ended December 31, 2023. Equity Plans 2011 Incentive Award Plan In May 2011, our stockholders approved the adoption of the 2011 Incentive Award Plan, or 2011 Plan. The 2011 Plan provided for grants of either incentive stock options or nonstatutory stock options and stock purchase rights to employees (including officers and employee directors) and consultants (including non‑employee directors). Upon the adoption of the 2018 Equity Incentive Plan in May 2018 (see below), no further grants of stock options or stock purchase rights were made under the 2011 Plan. Stock options granted under the 2011 Plan expire no later than ten years from the date of grant. Stock option exercise prices were equal to the fair market value of the underlying common stock on the date of grant. Service‑based stock options under the 2011 Plan generally vested over a period of four years from the date of grant. Other stock awards (restricted stock awards and restricted stock units) had variable vesting schedules which were determined by our board of directors on the date of grant. All outstanding awards granted under the 2011 Plan remain subject to the terms of the 2011 Plan and the individual award agreements thereunder. 2018 Equity Incentive Plan On May 15, 2018, our stockholders approved the adoption of the 2018 Equity Incentive Plan, or 2018 Plan, as the successor to the 2011 Plan. The 2018 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance awards that may be settled in cash, stock, or other property. Eligible participants under the 2018 Plan include our employees, consultants and non-employee directors. The number of shares reserved for issuance under the 2018 Plan (subject to adjustment for certain changes in capitalization) is equal to the sum of (i) the unallocated shares of common stock remaining available for grant under the 2011 Plan as of May 15, 2018, (ii) 10,000,000 newly reserved shares of common stock and (iii) the number of shares subject to awards granted under the 2002 Equity Incentive Plan, and the 2011 Plan as such shares become available from time to time, referred to as the Prior Plans’ Returning Shares. Such Prior Plans’ Returning Shares become available for issuance under the 2018 Plan if outstanding stock awards granted under the 2002 Equity Incentive Plan and the 2011 Plan, after May 15, 2018, expire or terminate for any reason prior to exercise or settlement or are forfeited, cancelled or otherwise returned to us because of the failure to meet a contingency or condition required for the vesting of such shares, or, subject to certain exceptions, are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with a stock award. In May 2023, May 2022 and May 2021, our stockholders approved amendments to our 2018 Eq uity Incentive Plan to increase the total number of shares issuable under such plan by 43,360,000 , 11,000,000 , and 12,500,000 shares of our common stock, respectively. Stock options granted under the 2018 Plan expire no later than ten years from the date of grant. Stock option exercise prices shall be equal to the fair market value of the underlying common stock on the date of grant. If, at the time we grant a stock option, the optionee directly or by attribution owns stock possessing more than 10 % of the total combined voting power of all classes of our stock, the stock option exercise price shall be at least 110 % of the fair market value of the underlying common stock and shall not be exercisable more than five years after the date of grant. We grant service-based and performance-based stock options to employees under the 2018 Plan. Service-based stock options generally vest over a period of four years from the date of the stock option grant. Performance-based stock options vest upon the achievement of specified milestones. Other stock awards (restricted stock awards and restricted stock units) have variable vesting schedules as determined by our board of directors on the date of grant. Under certain circumstances, stock options may be exercised prior to vesting, subject to our right to repurchase the shares underlying such stock option at the exercise price paid per share. Our repurchase rights would generally terminate on a vesting schedule identical to the vesting schedule of the exercised stock option. During 2023 and 2022, we did not repurchase any shares under the 2018 Plan. As of December 31, 2023, we have no shares outstanding subject to repurchase under the 2018 Plan. As of December 31, 2023, our Non‑Employee Director Compensation Policy adopted by our board of directors in March 2014, as amended and restated in February and March 2022, provides for the automatic grant to non‑employee directors of the following types of equity awards under the 2018 Plan: First Director Option. Each person who becomes a non‑employee director, whether by election by our stockholders or by appointment by our board of directors to fill a vacancy, will automatically be granted a stock option to purchase 200,000 shares of common stock, or First Director Option, on the date such person first becomes a non‑employee director. The First Director Option vests annually over three years upon each anniversary date of appointment to our board of directors. Subsequent Director Option. Each non‑employee director (other than any director receiving a First Director Option on the date of the annual meeting) will automatically be granted a subsequent stock option to purchase 125,000 shares of common stock, a Subsequent Director Option, on the date of the annual meeting of stockholders in each year during such director’s service on our board of directors. The Subsequent Director Option vests in full on the earlier of: (i) the date of the next annual meeting of our stockholders or (ii) the first anniversary of the date of grant. 2006 Directors’ Stock Option Plan The 2006 Directors’ Stock Option Plan, or 2006 Directors Plan, was terminated by our board of directors and replaced by the 2011 Plan in March 2014. No further grants of stock options were made from the 2006 Directors Plan upon the 2006 Directors Plan’s termination. All outstanding awards granted under the 2006 Directors Plan remain subject to the terms of the 2006 Directors Plan and the individual award agreements thereunder. The stock options granted to non-employee directors under the 2006 Directors Plan were nonstatutory stock options, and they expire no later than ten years from the date of grant. The option exercise price was equal to the fair market value of the underlying common stock on the date of grant. The first director option granted to non-employee directors under the 2006 Directors Plan vested annually over three years upon each anniversary date of appointment to the board of directors. The subsequent director option granted to non-employee directors on the date of the annual meeting of stockholders in each year during such director’s service on our board of directors under the 2006 Directors Plan vested one year from the date of grant. 2018 Inducement Award Plan In December 2018, our board of directors approved the adoption of the 2018 Inducement Award Plan, or the Inducement Plan, pursuant to which we reserved 3,000,000 shares of our common stock to be used exclusively for grants of inducement awards to individuals who were not previously Geron employees or non-employee directors, other than following a bona fide period of non-employment. In May 2023, the compensation committee of our board of directors approved amendments to our 2018 Inducement Award Plan to increase the total number of shares issuable under such plan by 13,900,000 , shares of our common stock. As of December 31, 2023, an aggregate total of 32,306,638 shares of common stock have been reserved under the Inducement Plan, with 11,616,841 available for grant. The Inducement Plan provides for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock awards, and all awards under the Inducement Plan are intended to meet the standards under Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the Inducement Plan and the inducement awards to be granted thereunder are substantially similar to our stockholder-approved 2018 Plan. Directors’ Market Value Stock Purchase Plan In October 2018, our board of directors adopted a Directors’ Market Value Stock Purchase Plan, or the Directors Market Plan. A total of 1,000,000 shares of our common stock have been reserved for the Directors Market Plan. Under the Directors Market Plan, non-employee directors may purchase shares of our common stock at the prevailing market price on the purchase date with cash compensation payable to them for their services as a board member. As stated in Geron’s Non-Employee Director Compensation Policy, each non-employee director receives annual cash compensation, payable quarterly in arrears, for their services on the board and various committees of the board. As provided in the Non-Employee Director Compensation Policy, a non-employee director may elect to receive fully vested shares of common stock in lieu of cash and such shares shall be issuable from the Directors Market Plan. For the years ended December 31, 2023, 2022 and 2021, we issued 36,864 , 15,962 and 20,783 shares of common stock, respectively, under the Directors Market Plan. The weighted average grant date fair value of stock granted during the years ended December 31, 2023, 2022 and 2021 was $ 2.37 , $ 1.92 and $ 1.38 per share, respectively. The total fair value of vested stock grants during 2023, 2022 and 2021 was $ 85,400 , $ 29,000 and $ 29,000 , respectively. Aggregate stock option and award activity for the 2011 Plan, 2018 Plan, 2006 Directors Plan, Inducement Plan and Directors Market Plan is as follows: Outstanding Stock Options Weighted Average Shares Weighted Average Remaining Aggregate Available Number of Exercise Price Contractual Life Intrinsic For Grant Shares Per Share (In years) Value Balance at December 31, 2022 18,370,729 65,902,400 $ 1.87 Additional shares authorized 56,368,058 — $ — Stock options granted ( 20,855,230 ) 20,855,230 $ 2.72 Awards granted ( 36,864 ) — $ — Stock options exercised — ( 8,869,302 ) $ 1.39 Stock options cancelled/forfeited/expired 4,903,977 ( 4,903,977 ) $ 2.15 Balance at December 31, 2023 58,750,670 72,984,351 (1) $ 2.16 6.70 $ 25,391,643 Stock options exercisable at 39,995,642 $ 2.16 5.28 $ 15,557,976 Stock options fully vested and expected 71,983,176 $ 2.15 6.67 $ 25,169,074 (1) Include s 7,936,030 perfo rmance-based stock options granted that have not achieved the specified performance milestones. The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on Geron’s closing stock price of $ 2.11 per share as of December 31, 2023, which would have been received by the option holders had all the option holders exercised their stock options as of that date. We have not granted any stock options with an exercise price below or greater than the fair market value of our common stock on the date of grant in 2023, 2022, and 2021. As of December 31, 2023, 2022 and 2021 , there were 39,995,642 , 36,085,389 and 30,459,136 exercisable stock options outstanding at weighted average exercise prices per share of $ 2.16 , $ 2.17 and $ 2.35 , respectively. The total pretax intrinsic value of stock options exercised during 2023, 2022, and 2021 was $ 11,986,000 $ 787,000 and $ 93,000 , respectively. Cash received from the exercise of stock options in 2023, 2022, and 2021 totaled approximatel y $ 12,356,000 , $ 1,799,000 and $ 556,000 , respectively. Employee Stock Purchase Plan In March 2014, our board of directors adopted the 2014 Employee Stock Purchase Plan, or 2014 Purchase Plan. The 2014 Purchase Plan was approved by our stockholders in May 2014. The 2014 Purchase Plan replaced the 1996 Employee Stock Purchase Plan, or 1996 Purchase Plan, which was terminated effective as of the date the 2014 Purchase Plan was approved by our stockholders. In May 2022, our stockholders approved an amendment to our 2014 Purchase Plan to increase the total number of shares issuable under such plan by 1,000,000 shares of our common stock, for an aggregate total reserve of 2,000,000 shares. As of December 31, 2023, an aggregate of 1,254,162 shares of our common stock have been issued under the 2014 Purchase Plan since its adoption. The 2014 Purchase Plan is comprised of a series of offering periods, each with a maximum duration (not to exceed 12 months) with new offering periods commencing on January 1st and July 1st of each year. The date an employee enters the offering period will be designated as the entry date for purposes of that offering period. An employee may participate only in one offering period at a time. Each offering period consists of two consecutive purchase periods of six months ’ duration, with the last day of such period designated a purchase date. Under the terms of the 2014 Purchase Plan, employees can choose to have up to 10 % of their annual salary withheld to purchase our common stock, up to a limit of $ 25,000 per year. An employee may not make additional payments into such account or increase the withholding percentage during the offering period. The purchase price per share at which common stock is purchased by the employee on each purchase date within the offering period is equal to 85 % of the lower of (i) the fair market value per share of our common stock on the employee’s entry date into that offering period or (ii) the fair market value per share of our common stock on the purchase date. If the fair market value per share of our common stock on the purchase date is less than the fair market value at the beginning of the offering period, a new 12 month offering period will automatically begin on the first business day following the purchase date with a new fair market value. Stock‑Based Compensation for Employees and Directors We measure and recognize compensation expense for all share‑based payment awards made to employees and directors, including employee stock options, restricted stock awards and employee stock purchases, based on grant‑date fair values for these instruments. We use the Black-Scholes option‑pricing model to estimate the grant‑date fair value of our service-based and performance-based stock options and employee stock purchases. The fair value for service‑based restricted stock awards is determined using the fair value of our common stock on the date of grant. As stock‑based compensation expense recognized on the consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures, but at a minimum, reflects the grant‑date fair value of those awards that actually vested in the period. Forfeitures have been estimated at the time of grant based on historical data and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In 2023, 2022 and 2021, our board of directors awarded 832,790 , 2,741,750 and 550,000 perform ance-based stock options, respectively, to certain employees. These performance-based stock options are included in the outstanding stock options table above. Performance-based stock options vest only upon achievement of discrete milestones. Stock-based compensation expense for performance-based stock options is recognized over the period from the date the performance condition is determined to be probable of occurring through the date the applicable condition is expected to be met and is reduced for estimated forfeitures, as applicable. If the performance condition is not considered probable of being achieved, no stock-based compensation expense is recognized until such time as the performance condition is considered probable of being achieved, if ever. We recognize stock‑based compensation expense for service-based stock options on a straight‑line basis over the requisite service period, which is generally the vesting period. We recognized $ 3,167,000 of stock-based compensation expense for performance-based stock options on our consolidated statements of operations for the year ended December 31, 2023. We did not recognize any stock-based compensation expense for performance-based stock options on our consolidated statements of operations for the years ended Dec ember 31, 2022 and 2021, as the achievement of the specified milestones was not considered probable during that time. The following table summarizes the stock‑based compensation expense related to service-based stock options and employee stock purchases for the years ended December 31, 2023, 2022 and 2021, which was allocated as follows: Year Ended December 31, (In thousands) 2023 2022 2021 Research and development $ 7,426 $ 3,720 $ 3,597 General and administrative 11,099 4,281 4,483 Stock-based compensation expense $ 18,525 $ 8,001 $ 8,080 The fair value of stock options granted in 2023, 2022, and 2021 has been estimated at the date of grant using the Black-Scholes option‑pricing model with the following assumptions: Year Ended December 31, 2023 2022 2021 Dividend yield 0 % 0 % 0 % Expected volatility range 0.815 to 0.827 0.772 to 0.817 0.775 to 0.783 Risk-free interest rate range 3.42 % to 4.94 % 1.69 % to 4.57 % 0.51 % to 1.30 % Expected term range 6.0 yrs 5.5 yrs 5.5 yrs The fair value of employee stock purchases in 2023, 2022, and 2021 has been estimated using the Black-Scholes option‑pricing model with the following assumptions: Year Ended December 31, 2023 2022 2021 Dividend yield 0 % 0 % 0 % Expected volatility range 0.791 to 0.832 0.614 to 0.865 0.507 to 0.707 Risk-free interest rate range 4.73 % to 5.4 % 0.40 % to 2.79 % 0.09 % to 0.16 % Expected term range 6 - 12 mos 6 - 12 mos 6 - 12 mos Dividend yield is based on historical cash dividend payments and we have paid no cash dividends to date. The expected volatility range is based on historical volatilities of our stock, since traded options on our common stock do not correspond to option terms and the trading volume of options is limited. The risk‑free interest rate range is based on the U.S. Zero Coupon Treasury Strip Yields for the expected term in effect on the date of grant for an award. The expected term of stock options is derived from actual historical exercise and post‑vesting cancellation data and represents the period of time that stock options granted are expected to be outstanding. The expected term of employees’ purchase rights is equal to the purchase period. Based on the Black-Scholes option‑pricing model, the weighted-average estimated fair value of stock options granted during the years ended December 31, 2023, 2022 and 2021 w as $ 1.95 , $ 0.92 and $ 1.17 per share, respectively. The weighted average estimated fair value of employees’ purchase rights for the years ended December 31, 2023, 2022 and 2021 was $ 1.10 , $ 0.48 and $ 0.56 per share, respectively. As of December 31, 2023, total compensation cost related to unvested share‑based payment awards not yet recognized, net of estimated forfeitures and as suming no probability of achievement for outstanding performance-based stock options, was $ 37,628,000 , whi ch is expected to be recognized over the next 26 months on a weighted‑average basis. Stock‑Based Compensation to Service Providers We grant stock options to consultants from time to time in exchange for services performed for us. In general, the stock options vest over the contractual period of the consulting arrangement. The fair value of stock options held by consultants is recorded as operating expenses over the vesting term of the respective equity awards. With the adoption of Accounting Standards Update 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , or ASU 2018-07, in the first quarter of 2019, the measurement date of stock options granted to consultants was fixed at the grant date. We recorded stock‑based compensation expense of $ 742,000 , $ 235,000 and $ 62,000 for the vest ed portion of the fair value of stock options held by consultants in 2023, 2022, and 2021, respectively. Common Stock Reserved for Future Issuance Common stock reserved for future issuance as of December 31, 2023 is as follows: Outstanding stock options 72,984,351 Stock options and awards available for grant 58,750,670 Employee stock purchase plan 745,838 Warrants outstanding 53,904,980 Total 186,385,839 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES The following table reconciles the federal statutory tax rate to the effective income tax rate from continuing operations: 2023 2022 2021 Tax at statutory rate 21.0 % 21.0 % 21.0 % State income tax, net of federal benefit 6.6 6.8 9.0 Federal and state tax credits 4.1 4.9 5.7 Stock-based compensation ( 0.7 ) ( 0.8 ) ( 1.2 ) Net operating loss not benefitted ( 5.7 ) ( 4.3 ) ( 5.4 ) Other ( 0.5 ) ( 0.1 ) ( 0.2 ) Change in valuation allowance ( 24.8 ) ( 27.5 ) ( 28.9 ) Effective tax rate 0.0 % 0.0 % 0.0 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets are as follows: December 31, 2023 2022 (In thousands) Net operating loss carryforwards $ 272,300 $ 254,500 Federal and state tax credits 64,700 56,700 Capitalized research and development 43,300 21,800 Stock-based compensation 11,200 10,800 Operating lease liabilities 1,100 1,300 Other 3,600 5,600 Total deferred tax assets 396,200 350,700 Less: valuation allowance ( 395,200 ) ( 349,600 ) Net deferred tax assets 1,000 1,100 Operating leases, right-of-use assets ( 1,000 ) ( 1,100 ) Total deferred tax liabilities ( 1,000 ) ( 1,100 ) Total net deferred tax assets $ — $ — We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial performance. Forming a conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses in recent years. Because of our history of losses, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $ 45.6 million and $ 38.9 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 , we had domestic federal net operating loss carryforwards of approximately $ 1.0 billion. Of this, $ 635.6 million will expire at various dates beginning in 2024 through 2037 and the remaining will carryforward indefinitely under the new tax laws, but is subject to an 80% taxable income limitation for tax years beginning after 2020. As of December 31, 2023 , we had state net operating loss carryforwards of approximately $ 841.2 million expiring at various dates beginning in 2028 through 2043, if not utilized. We also had federal tax credit carryforwards of approximately $ 72.7 million expiring at various dates beginning in 2024 through 2043, if not utilized. Our state tax credit carryforwards of approximately $ 21.4 million carry forward indefinitely. Utilization of net operating loss and tax credit carryforwards may be subject to an annual limitation due to ownership change limitations provided by the Internal Revenue Code and similar state provisions. Annual limitations may result in expiration of net operating loss and tax credit carryforwards before some or all of such amounts have been utilized. The impact of any limitations that may be imposed due to such ownership changes has not yet been determined. Due to the Company's stock issuance in January 2023, the utilization of the Company's net operating loss and tax credit carryforwards are subject to an annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. The annual limitation may result in the expiration of the net operating loss and tax credit carryforwards before some or call of such amounts have been utilized. The final amount of the limitations imposed due to such ownership changes has not yet been determined. In March and December 2020, in response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act, and the Consolidated Appropriations Act, 2021 were passed into law and provide additional economic stimulus to address the impact of the COVID-19 pandemic, including among other items, several U.S. income tax provisions related to, among other things, net operating loss carrybacks, alternative minimum tax credits, modifications to interest expense limitations, and an option to defer payroll tax payments for a limited period. In 2021, we assessed our eligibility to claim a refund of employer taxes available under the Employee Retention Credit provisions of the CARES Act. For the years ended December 31, 2022 and 2021, we calculated eligible credits of approximately $ 483,000 and $ 1.1 million, respectively, provided by the CARES Act, which have been recognized as offsets to salaries costs in operating expenses in 2022 and 2021, respectively. As of December 31, 2022, the aggregate eligible credit amount has been accrued as a receivable on our consolidated balance sheets. We received the Employee Retention Credit from the IRS, and there are no outstanding receivables as of December 31, 2023. We adopted the provision of the standard for accounting for uncertainties in income taxes on January 1, 2007. Upon adoption, we recognized no material adjustment in the liability for unrecognized tax benefits. At December 31, 2023 , we had approximately $ 26.3 million of unrecognized tax benefits, none of which would currently affect our effective tax rate if recognized due to our net deferred tax assets being fully offset by a valuation allowance. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): Balance as of December 31, 2022 $ 23,700 Increase related to prior year tax positions — Increase related to current year tax positions 2,600 Balance as of December 31, 2023 $ 26,300 If applicable, we would classify interest and penalties related to uncertain tax positions in income tax expense. Through December 31, 2023, there has been no interest expense or penalties related to unrecognized tax benefits. We do not currently expect any significant changes to unrecognized tax benefits during the fiscal year ended December 31, 2023. In certain cases, our uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. Tax years for which we have carryforward net operating loss and credit attributes remain subject to examination by federal and most state tax authorities. |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS DATA | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
CONSOLIDATED STATEMENTS OF CASH FLOWS DATA | 11. CONSOLIDATED STATEMENTS OF CASH FLOWS DATA Year Ended December 31, 2023 2022 2021 (In thousands) Supplemental operating and investing activities: Net unrealized loss on $ ( 431 ) $ ( 68 ) $ ( 251 ) Reclassification between prepaid and other — ( 5 ) — Interest paid $ ( 7,017 ) $ 5,154 $ 2,704 |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts Geron Corporation and its wholly-owned subsidiaries, Geron UK and Geron Netherlands. We have eliminated intercompany accounts and transactions. We prepare the financial statements of Geron UK and Geron Netherlands using the local currency as the functional currency. We translate the assets and liabilities of Geron UK and Geron Netherlands at rates of exchange at the balance sheet date and translate income and expense items at average monthly rates of exchange. The resultant translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity, on our consolidated balance sheets. |
Net Loss Per Share | Net Loss Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the periods presented without consideration of potential common shares. In April 2022, we entered into an underwriting agreement in connection with a public offering of our common stock, pursuant to which we issued a pre-funded warrant to purchase 18,095,238 shares of our common stock, also known as the 2022 pre-funded warrant, together with accompanying warrants to purchase shares of our common stock. In May 2020, we entered into an underwriting agreement in connection with a public offering of our common stock, pursuant to which we issued a pre-funded warrant to purchase 8,335,239 shares of our common stock, or the 2020 pre-funded warrant, together with accompanying warrants to purchase shares of our common stock. The 2022 pre-funded warrant and 2020 pre-funded warrant each are exercisable immediately at an exercise price of $ 0.001 per share. In January 2023, we completed an underwritten public offering of 68,007,741 shares of our common stock and a pre-funded warrant to purchase 25,000,000 shares of our common stock, or the 2023 pre-funded warrant. We included the 2023 pre-funded warrant, the 2022 pre-funded warrant and the 2020 pre-funded warrant in the computation of basic net loss per share, as applicable, since their exercise price is negligible, and they may be exercised at any time. See Note 9 on Stockholders' Equity for further discussion of our public offerings. Diluted net income per share would be calculated by adjusting the weighted-average number of shares of common stock outstanding for the dilutive effect of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued, as determined using the treasury-stock method. Potential dilutive securities consist of outstanding stock options and warrants to purchase our common stock. Diluted net loss per share excludes potential dilutive securities for all periods presented as their effect would be anti-dilutive. Accordingly, basic and diluted net loss per share is the same for all periods presented in the accompanying consolidated statements of operations. Since we incurred a net loss for 2023, 2022, and 2021 , the diluted net loss per share calculation excludes potential dilutive securities of 75,458,854 , 145,726,765 and 105,725,875 shares, respectively, related to outstanding stock options and warrants, as their effect would have been anti-dilutive. |
Use of Estimates | Use of Estimates The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to accrued liabilities, revenue recognition, fair value of marketable securities and equity investments, operating leases, right-of-use assets, lease liabilities, income taxes, and stock-based compensation. We base our estimates on historical experience and on various other market specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Cash Equivalents and Marketable Securities We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. We are subject to credit risk related to our cash equivalents and marketable securities. Our marketable debt securities include U.S. Treasury securities, municipal securities, government-sponsored enterprise securities, commercial paper and corporate notes. We classify our marketable debt securities as available for sale. We record available for sale debt securities at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses are included in interest income and are derived using the specific identification method for determining the cost of securities sold and have been insignificant to date. Dividend and interest income are recognized when earned and included in interest income on our consolidated statements of operations. We recognize a charge when the declines in the fair values below the amortized cost bases of our available for sale securities are judged to be other than temporary. We consider various factors in determining whether to recognize an other than temporary charge, including whether we intend to sell the security or whether it is more likely than not that we would be required to sell the security before recovery of the amortized cost basis. Declines in market value judged as other than temporary result in a charge to interest income. We have not recorded any other‑than‑temporary impairment charges on our available‑for‑sale securities for the years ended December 31, 2023, 2022 and 2021. See Note 2 on Fair Value Measurements. Equity Investments We measure our investment in equity securities at fair value at each reporting date. Changes in fair value resulting from observable price changes are included in change in fair value of equity investment and changes in fair value resulting from foreign currency translation are included in other expense on our consolidated statements of operations. |
Leases | Leases At the inception of an arrangement, we determine whether the arrangement is or contains a lease based on the unique facts and circumstances present. Operating leases are included in operating leases, right-of-use assets and lease liabilities on our consolidated balance sheets. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of remaining lease payments over the expected lease term. The present value of remaining lease payments within the 12 months following the balance sheet date are classified as current lease liabilities. The present value of lease payments not within the 12 months following the balance sheet date are classified as noncurrent lease liabilities. The interest rate implicit in lease contracts is typically not readily determinable. As such, to calculate the net present value of lease payments, we apply our incremental borrowing rate, which is the estimated rate to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment as of the lease commencement date. We may adjust the right-of-use assets for certain adjustments, such as initial direct costs paid or incentives received. In addition, we include any options to extend or terminate the lease in the expected lease term when it is reasonably certain that we will exercise any such option. Lease expense is recognized on a straight-line basis over the expected lease term. For lease agreements entered into after January 1, 2019 that include lease and non-lease components, such components are generally accounted for separately. We have also elected not to recognize on our consolidated balance sheets leases with terms of one year or less. |
Debt Issuance Costs and Debt Discounts | Debt Issuance Costs and Debt Discounts Debt issuance costs include legal fees, accounting fees, and other direct costs incurred in connection with the execution of our debt financing. Debt discounts represent costs paid to the lenders. Debt issuance costs and debt discounts are deducted from the carrying amount of the debt liability and are amortized to interest expense over the term of the related debt using the effective interest method. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with the provisions of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, or Topic 606. In determining the appropriate amount and timing of revenue to be recognized under this guidance, we perform the following five steps: (i) identify the contract(s) with our customer; (ii) identify the promised goods or services in the agreement and determine whether they are performance obligations, including whether they are distinct in the context of the agreement; (iii) measure the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations based on stand-alone selling prices; and (v) recognize revenue when (or as) we satisfy each performance obligation. A performance obligation is a promise in an agreement to transfer a distinct good or service to the customer and is the unit of account in Topic 606. Significant management judgment is required to determine the level of effort required and the period over which completion of the performance obligations is expected under an agreement. If reasonable estimates regarding when performance obligations are either complete or substantially complete cannot be made, then revenue recognition is deferred until a reasonable estimate can be made. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method. We allocate the total transaction price to each performance obligation based on the estimated relative stand-alone selling prices of the promised goods or services underlying each performance obligation. Estimated selling prices for license rights are calculated using an income approach model and include the following key assumptions, judgments and estimates: the development timeline, revenue forecast, commercialization expenses, discount rate and probabilities of technical and regulatory success. Following is a description of the principal activities from which we generate revenue. License fees and royalty revenue primarily represent amounts earned under agreements that out-license our technology to various companies. License Agreements In connection with the divestiture of our human embryonic stem cell assets, including intellectual property and proprietary technology, to Lineage Cell Therapeutics, Inc. (formerly BioTime, Inc. which acquired Asterias Biotherapeutics, Inc.) in 2013, we are entitled to receive royalties on sales of certain research or commercial products utilizing our divested intellectual property. Licenses of Intellectual Property . If we determine the license to intellectual property is distinct from the other performance obligations identified in the agreement and the licensee can use and benefit from the license, we recognize revenue from non-refundable upfront fees allocated to the license upon the completion of the transfer of the license to the licensee. For such licenses, we recognize revenue from annual license maintenance fees upon the start of the new license period. For licenses that are bundled with other performance obligations, we assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable upfront fees or annual license maintenance fees. At each reporting date, we reassess the progress and, if necessary, adjust the measure of performance and related revenue recognition. Milestone Payments. At the inception of each agreement that includes milestone payments, we evaluate whether the milestones are considered probable of being achieved and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the value of the associated milestone is included in the transaction price. For milestones that we do not deem to be probable of being achieved, the associated milestone payments are fully constrained and the value of the milestone is excluded from the transaction price with no revenue being recognized. For example, milestone payments that are not within our control, such as regulatory-related accomplishments, are not considered probable of being achieved until those accomplishments have been communicated by the relevant regulatory authority. Once the assessment of probability of achievement becomes probable, we recognize revenue for the milestone payment. At each reporting date, we assess the probability of achievement of each milestone under any current agreements. Royalties . For agreements with sales-based royalties, including milestone payments based on the level of sales, where the license is deemed to be the predominant item to which the royalties relate, we recognize revenue at the later of (a) when the related sales occur, or (b) when the performance obligation, to which some or all of the royalty has been allocated, has been satisfied (or partially satisfied). At each reporting date, we estimate the sales incurred by each licensee during the reporting period based on historical experience and accrue the associated royalty amount. |
Restricted Cash | Restricted Cash Restricted cash consists of funds maintained in separate money market or certificate of deposit accounts for credit card purchases. |
Research and Development Expenses | Research and Development Expenses Research and development expenses currently consist of expenses incurred in developing and testing imetelstat and research related to potential next generation telomerase inhibitors. These expenses include, but are not limited to, payroll and personnel expense, lab supplies, non-clinical studies, clinical trials, including support for investigator-led clinical trials, raw materials to manufacture clinical trial drugs, manufacturing costs for research and clinical trial materials, sponsored research at other labs, consulting, costs to maintain technology licenses and research-related overhead. Our current imetelstat clinical trials are being supported by contract research organizations, or CROs, and other vendors. We accrue expenses for clinical trial activities performed and managed by CROs based upon the amount of work completed on each trial. Expenses are recorded based on contracted amounts agreed to with our CROs and through monthly reporting provided by CROs. We monitor activities conducted and managed by the CROs to the extent possible through internal reviews, review of contractual terms and correspondence with CROs. We record expense on the best information available at the time. However, additional information may become available to us which may require us to record adjustments to research and development expenses in future periods. |
Depreciation and Amortization | Depreciation and Amortization We record property and equipment at cost and calculate depreciation using the straight‑line method over the estimated useful lives of the assets, generally four years . Leasehold improvements are amortized over the shorter of the estimated useful life or remaining term of the lease. |
Stock-Based Compensation | Stock‑Based Compensation We maintain various stock incentive plans under which stock options and restricted stock awards can be granted to employees, non-employee directors and consultants. We also have an employee stock purchase plan for all eligible employees. We recognize stock-based compensation expense based on grant-date fair values of service-based stock options on a straight-line basis over the requisite service period, which is generally the vesting period. For performance-based stock options with vesting based on the achievement of certain strategic milestones, stock-based compensation expense is recognized over the period from the date the performance condition is determined to be probable of occurring through the date the applicable condition is expected to be met and is reduced for estimated forfeitures, as applicable. If the performance condition is not considered probable of being achieved, no stock-based compensation expense is recognized until such time as the performance condition is considered probable of being met, if at all. If the assessment of probability of the performance condition changes, the impact of the change in estimate would be recognized in the period of the change. The determination of grant-date fair values for our service-based and performance-based stock options and employee stock purchases using the Black-Scholes option pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. The grant-date fair value for service-based restricted stock awards is determined using the fair value of our common stock on the date of grant. We evaluate whether an adjustment to the assumptions of fair value of our common stock and historical volatility are required if observed prices of our common stock materially differ from historical information. We measure share-based payments to non-employees based on the grant-date fair value of the equity awards to be issued. We recognize stock-based compensation expense for the fair value of the vested portion of non-employee stock-based awards on our consolidated statements of operations. For additional information, see Note 9 on Stockholders’ Equity. |
Accumulated Other Comprehensive Gain (Loss) | Accumulated Other Comprehensive Gain (Loss) Accumulated other comprehensive gain (loss) includes certain changes in stockholders’ equity which are excluded from net income (loss). Accumulated other comprehensive loss on our consolidated balance sheets as of December 31, 2023 and 2022 , respectively, is comprised of net unrealized losses on marketable securities and cumulative translation adjustments. |
Income Taxes | Income Taxes We maintain deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and are subject to tests of recoverability. Our deferred tax assets include net operating loss carryforwards, federal and state tax credits and capitalized research and development. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Our net deferred tax asset has been fully offset by a valuation allowance because of our history of losses. Any potential accrued interest and penalties related to unrecognized tax benefits would be recorded as income tax expense. |
Segment Information | Segment Information Our executive management team represents our chief decision maker. We view our operations as a single segment, the development of therapeutic products for oncology. As a result, the financial information disclosed herein materially represents all of the financial information related to our principal operating segment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Pronouncements – Issued But Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (ASU 2023-07), which requires issuers to make additional disclosures with respect to segment expenses, including required disclosure on an annual and interim basis for significant segment expenses and other segment items. ASU 2023-07 also permits the disclosure of more than one measure of a segment’s profit or loss. ASU 2023-07 is effective for the Company as of January 1, 2024 for annual periods and as of January 1, 2025 for interim periods. We are evaluating the impact of this ASU on our consolidated financial statements. In December 2023, the Financial Standards Accounting Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (ASU 2023-09), which requires issuers to make additional discloses on an annual basis related to specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold on an annual basis, disclose additional information about income taxes paid as well as other disaggregated disclosures. ASU 2023-09 is effective for the Company as of January 1, 2025 for annual periods. We are evaluating the impact of this ASU on our consolidated financial statements. New Accounting Pronouncements – Issued and Adopted In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments , or ASU 2016-13. The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about an entity's expected credit losses on financial instruments and other commitments to extend credit at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology currently used today with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to develop credit loss estimates. Subsequent to issuing ASU 2016-13, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses , or ASU 2018-19, for the purpose of clarifying certain aspects of ASU 2016-13. In May 2019, the FASB issued ASU 2019-05, Financial Instruments – Credit Losses (Topic 326): Targeted Transition Relief , or ASU 2019-05, to provide entities with more flexibility in applying the fair value option on adoption of the credit impairment standard. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses , which expands the scope of the practical expedient that allows entities to exclude the accrued interest component of amortized cost from various disclosure. Entities that elect to apply the practical expedient must disclose the total amount of accrued interest that they exclude from their disclosures of amortized cost. ASU 2018-19, ASU 2019-05 and ASU 2019-11 have the same effective date and transition requirements as ASU 2016-13. ASU 2016-13 became effective for fiscal years beginning after December 15, 2022, using a modified retrospective approach, for smaller reporting companies. Early adoption is permitted. We adopted ASU 2016-13 and related updates as of January 1, 2023. The adoption of this standard did not have a material impact on our financial statements. Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on our financial statements. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of cash equivalents, restricted cash and marketable securities by security type | Cash equivalents, restricted cash and marketable securities by security type at December 31, 2023 were as follows: Gross Gross Amortized Unrealized Unrealized Estimated (In thousands) Cost Gains Losses Fair Value Included in cash and cash equivalents: Money market funds $ 16,815 $ — $ — $ 16,815 $ 16,815 $ — $ — $ 16,815 Restricted cash: Money market fund $ 843 $ — $ — $ 843 Certificate of deposit 272 — — 272 $ 1,115 $ — $ — $ 1,115 Marketable securities: U.S. Treasury securities (due in $ 26,752 $ 95 $ — $ 26,847 U.S. Treasury securities (due in 2,877 17 $ — 2,894 Government-sponsored enterprise securities 86,250 43 ( 92 ) 86,201 Government-sponsored enterprise securities 13,598 72 — 13,670 Commercial paper (due in less than one year) 102,270 31 ( 33 ) 102,268 Corporate notes (due in less than one year) 48,409 14 ( 63 ) 48,360 Corporate notes (due in one to two years) 26,628 130 ( 24 ) 26,734 $ 306,784 $ 402 $ ( 212 ) $ 306,974 Cash equivalents, restricted cash and marketable securities by security type at December 31, 2022 were as follows: Gross Gross Amortized Unrealized Unrealized Estimated (In thousands) Cost Gains Losses Fair Value Included in cash and cash equivalents: Money market funds $ 39,771 $ — $ — $ 39,771 $ 39,771 $ — $ — $ 39,771 Restricted cash: Money market fund $ 93 $ — $ — $ 93 Certificate of deposit 271 — — 271 $ 364 $ — $ — $ 364 Marketable securities: U.S. Treasury securities (due in $ 12,983 $ — $ ( 62 ) $ 12,921 Municipal securities (due in 3,000 — ( 24 ) 2,976 Government-sponsored enterprise securities 9,860 — ( 14 ) 9,846 Commercial paper (due in less than one year) 64,285 6 ( 92 ) 64,199 Corporate notes (due in less than one year) 26,014 — ( 55 ) 25,959 $ 116,142 $ 6 $ ( 247 ) $ 115,901 |
Schedule of cash equivalents and marketable securities with unrealized losses | Cash equivalents and marketable securities with unrealized losses that have been in a continuous unrealized loss position for less than 12 months and 12 months or longer at December 31, 2023 and 2022 were as follows: Less Than 12 Months 12 Months or Greater Total Gross Gross Gross Estimated Unrealized Estimated Unrealized Estimated Unrealized (In thousands) Fair Value Losses Fair Value Losses Fair Value Losses As of December 31, 2023: Government-sponsored $ 69,377 $ ( 92 ) $ — $ — $ 69,377 $ ( 92 ) Commercial paper 58,622 ( 33 ) — — 58,622 ( 33 ) Corporate notes (due in 34,567 ( 63 ) — — 34,567 ( 63 ) Corporate notes (due in 3,952 ( 23 ) — — 3,952 ( 23 ) $ 166,518 $ ( 211 ) $ — $ — $ 166,518 $ ( 211 ) As of December 31, 2022: U.S. Treasury $ 11,424 $ ( 57 ) $ 1,497 $ ( 5 ) $ 12,921 $ ( 62 ) Municipal securities — — 2,976 ( 24 ) 2,976 ( 24 ) Government-sponsored 9,845 ( 14 ) — — 9,845 ( 14 ) Commercial paper 52,454 ( 92 ) — — 52,454 ( 92 ) Corporate notes (due in 1,998 ( 2 ) 23,962 ( 53 ) 25,960 ( 55 ) $ 75,721 $ ( 165 ) $ 28,435 $ ( 82 ) $ 104,156 $ ( 247 ) |
Schedule of financial instruments measured at fair value on recurring basis | The following table presents information about our financial instruments that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicates the fair value category assigned. Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs (In thousands) Level 1 Level 2 Level 3 Total As of December 31, 2023: Money market funds (1)(2) $ 17,658 $ — $ — $ 17,658 Certificate of deposit (2) 272 — — 272 U.S. Treasury securities (3)(4) — 29,742 — 29,742 Government-sponsored enterprise securities (3)(4) — 99,872 — 99,872 Commercial paper (3) — 102,268 — 102,268 Corporate notes (3)(4) — 75,092 — 75,092 Total $ 17,930 $ 306,974 $ — $ 324,904 As of December 31, 2022: Money market funds (1)(2) $ 39,864 $ — $ — $ 39,864 Certificate of deposit (2) 271 — — 271 U.S. Treasury securities (3) — 12,921 — 12,921 Municipal securities (3) — 2,976 — 2,976 Government-sponsored enterprise securities (3) — 9,846 — 9,846 Commercial paper (3) — 64,199 — 64,199 Corporate notes (3) — 25,959 — 25,959 Total $ 40,135 $ 115,901 $ — $ 156,036 (1) Included in cash and cash equivalents on our consolidated balance sheets. (2) Included in restricted cash on our consolidated balance sheets. (3) Included in current portion of marketable securities on our consolidated balance sheets. (4) Included in noncurrent portion of marketable securities on our consolidated balance sheets. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, stated at cost | Property and equipment, stated at cost, is comprised of the following: December 31, (In thousands) 2023 2022 Furniture and computer equipment $ 2,273 $ 1,554 Leasehold improvements 135 135 2,408 1,689 Less accumulated depreciation and amortization ( 1,231 ) ( 896 ) $ 1,177 $ 793 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | December 31, (In thousands) 2023 2022 CRO and clinical trial costs $ 23,541 $ 17,040 Manufacturing activities 14,629 5,321 Professional legal and accounting fees 556 9,668 Interest payable 768 561 Other 814 510 $ 40,308 $ 33,100 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Components of lease costs | The components of lease costs included in operating expenses on our consolidated statements of operations for the New Jersey Lease, the Foster City Lease and a lease from a former location in Menlo Park, California, were as follows: Year Ended December 31, (In thousands) 2023 2022 2021 Operating lease costs $ 962 $ 944 $ 946 Variable lease costs (1) 344 310 252 Total lease costs $ 1,306 $ 1,254 $ 1,198 (1) Variable lease costs represent non-lease components, such as common area maintenance charges. |
Undiscounted future non-cancellable lease payments | The undiscounted future non-cancellable lease payments under the New Jersey Lease and the Foster City Lease as of December 31, 2023 were as follows (in thousands): 2024 $ 987 2025 1,014 2026 1,040 2027 716 2028 376 Thereafter 675 Total lease payments 4,808 Less: imputed interest ( 853 ) Total $ 3,955 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Future Minimum Payments Under Term Loan Facility | The following table presents future minimum payments, including interest and the end of term charge, under the Term Loan as of December 31, 2023 (in thousands): 2024 $ 56,066 2025 39,262 Total 95,328 Less: amount representing interest ( 10,088 ) Less: unamortized debt discount and issuance costs ( 605 ) Less: unamortized end of term charge ( 2,691 ) Less: current portion of debt ( 46,893 ) Noncurrent portion of debt $ 35,051 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of aggregate stock option and award activity | Aggregate stock option and award activity for the 2011 Plan, 2018 Plan, 2006 Directors Plan, Inducement Plan and Directors Market Plan is as follows: Outstanding Stock Options Weighted Average Shares Weighted Average Remaining Aggregate Available Number of Exercise Price Contractual Life Intrinsic For Grant Shares Per Share (In years) Value Balance at December 31, 2022 18,370,729 65,902,400 $ 1.87 Additional shares authorized 56,368,058 — $ — Stock options granted ( 20,855,230 ) 20,855,230 $ 2.72 Awards granted ( 36,864 ) — $ — Stock options exercised — ( 8,869,302 ) $ 1.39 Stock options cancelled/forfeited/expired 4,903,977 ( 4,903,977 ) $ 2.15 Balance at December 31, 2023 58,750,670 72,984,351 (1) $ 2.16 6.70 $ 25,391,643 Stock options exercisable at 39,995,642 $ 2.16 5.28 $ 15,557,976 Stock options fully vested and expected 71,983,176 $ 2.15 6.67 $ 25,169,074 (1) Include s 7,936,030 perfo rmance-based stock options granted that have not achieved the specified performance milestones. |
Summary of allocation of stock-based compensation expense related to share-based payment awards | The following table summarizes the stock‑based compensation expense related to service-based stock options and employee stock purchases for the years ended December 31, 2023, 2022 and 2021, which was allocated as follows: Year Ended December 31, (In thousands) 2023 2022 2021 Research and development $ 7,426 $ 3,720 $ 3,597 General and administrative 11,099 4,281 4,483 Stock-based compensation expense $ 18,525 $ 8,001 $ 8,080 |
Schedule of assumptions used to estimate the fair value of stock options granted | The fair value of stock options granted in 2023, 2022, and 2021 has been estimated at the date of grant using the Black-Scholes option‑pricing model with the following assumptions: Year Ended December 31, 2023 2022 2021 Dividend yield 0 % 0 % 0 % Expected volatility range 0.815 to 0.827 0.772 to 0.817 0.775 to 0.783 Risk-free interest rate range 3.42 % to 4.94 % 1.69 % to 4.57 % 0.51 % to 1.30 % Expected term range 6.0 yrs 5.5 yrs 5.5 yrs |
Schedule of assumptions used to estimate the fair value of employee stock purchases under the purchase plan | The fair value of employee stock purchases in 2023, 2022, and 2021 has been estimated using the Black-Scholes option‑pricing model with the following assumptions: Year Ended December 31, 2023 2022 2021 Dividend yield 0 % 0 % 0 % Expected volatility range 0.791 to 0.832 0.614 to 0.865 0.507 to 0.707 Risk-free interest rate range 4.73 % to 5.4 % 0.40 % to 2.79 % 0.09 % to 0.16 % Expected term range 6 - 12 mos 6 - 12 mos 6 - 12 mos |
Schedule of common stock reserved for future issuance | Common stock reserved for future issuance as of December 31, 2023 is as follows: Outstanding stock options 72,984,351 Stock options and awards available for grant 58,750,670 Employee stock purchase plan 745,838 Warrants outstanding 53,904,980 Total 186,385,839 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule reconciles the federal statutory tax rate to the effective income tax rate from continuing operations | The following table reconciles the federal statutory tax rate to the effective income tax rate from continuing operations: 2023 2022 2021 Tax at statutory rate 21.0 % 21.0 % 21.0 % State income tax, net of federal benefit 6.6 6.8 9.0 Federal and state tax credits 4.1 4.9 5.7 Stock-based compensation ( 0.7 ) ( 0.8 ) ( 1.2 ) Net operating loss not benefitted ( 5.7 ) ( 4.3 ) ( 5.4 ) Other ( 0.5 ) ( 0.1 ) ( 0.2 ) Change in valuation allowance ( 24.8 ) ( 27.5 ) ( 28.9 ) Effective tax rate 0.0 % 0.0 % 0.0 % |
Schedule of significant components of the entity's deferred tax assets | Significant components of our deferred tax assets are as follows: December 31, 2023 2022 (In thousands) Net operating loss carryforwards $ 272,300 $ 254,500 Federal and state tax credits 64,700 56,700 Capitalized research and development 43,300 21,800 Stock-based compensation 11,200 10,800 Operating lease liabilities 1,100 1,300 Other 3,600 5,600 Total deferred tax assets 396,200 350,700 Less: valuation allowance ( 395,200 ) ( 349,600 ) Net deferred tax assets 1,000 1,100 Operating leases, right-of-use assets ( 1,000 ) ( 1,100 ) Total deferred tax liabilities ( 1,000 ) ( 1,100 ) Total net deferred tax assets $ — $ — |
Schedule of reconciliation of the beginning and ending amounts of unrecognized tax benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): Balance as of December 31, 2022 $ 23,700 Increase related to prior year tax positions — Increase related to current year tax positions 2,600 Balance as of December 31, 2023 $ 26,300 |
CONSOLIDATED STATEMENTS OF CA_3
CONSOLIDATED STATEMENTS OF CASH FLOWS DATA (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental schedule of non-cash operating and investing activities | Year Ended December 31, 2023 2022 2021 (In thousands) Supplemental operating and investing activities: Net unrealized loss on $ ( 431 ) $ ( 68 ) $ ( 251 ) Reclassification between prepaid and other — ( 5 ) — Interest paid $ ( 7,017 ) $ 5,154 $ 2,704 |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - NET LOSS PER SHARE (Detail) - $ / shares | 1 Months Ended | ||||
Jan. 10, 2023 | Jan. 31, 2023 | Dec. 31, 2023 | Apr. 01, 2022 | May 27, 2020 | |
2023 Underwritten Public Offering | |||||
Issuance of common stock in connection with public offering | 68,007,741 | 68,007,741 | |||
Pre-Funded Warrants | |||||
Warrants exercise price | $ 0.001 | ||||
Pre-Funded Warrants | Public Offering of Common Stock and Warrants | |||||
Warrants to purchase common stock, shares | 18,095,238 | 8,335,239 | |||
Warrants exercise price | $ 0.001 | $ 0.001 | |||
Warrants to purchase common stock, shares | 18,095,238 | 8,335,239 | |||
2023 Pre-funded Warrant | |||||
Warrants to purchase common stock, shares | 25,000,000 | ||||
Warrants to purchase common stock, shares | 25,000,000 | ||||
2023 Pre-funded Warrant | 2023 Underwritten Public Offering | |||||
Warrants exercise price | $ 0.001 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - NET LOSS PER SHARE (Detail1) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock options and warrants excluded from diluted net loss per share calculation due to net loss position | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Potential dilutive securities excluded from diluted earnings (loss) per share calculation (in shares) | 75,458,854 | 145,726,765 | 105,725,875 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - USEFUL LIVES OF ASSETS (Details) | Dec. 31, 2023 |
Depreciation [Abstract] | |
Estimated useful lives of assets | 4 years |
FAIR VALUE MEASUREMENTS - SECUR
FAIR VALUE MEASUREMENTS - SECURITY TYPE (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Included in cash and cash equivalents: | ||
Amortized Cost | $ 16,815 | $ 39,771 |
Estimated Fair Value | 16,815 | 39,771 |
Restricted cash: | ||
Amortized Cost | 1,115 | 364 |
Estimated Fair Value | 1,115 | 364 |
Marketable securities: | ||
Amortized Cost | 306,784 | 116,142 |
Gross Unrealized Gains | 402 | 6 |
Gross Unrealized Losses | (212) | (247) |
Estimated Fair Value | 306,974 | 115,901 |
Money market funds | ||
Included in cash and cash equivalents: | ||
Amortized Cost | 16,815 | 39,771 |
Estimated Fair Value | 16,815 | 39,771 |
Restricted cash: | ||
Amortized Cost | 843 | 93 |
Estimated Fair Value | 843 | 93 |
Certificate of deposit | ||
Restricted cash: | ||
Amortized Cost | 272 | 271 |
Estimated Fair Value | 272 | 271 |
U.S. Treasury securities (due in less than one year) | ||
Marketable securities: | ||
Amortized Cost | 26,752 | 12,983 |
Gross Unrealized Gains | 95 | |
Gross Unrealized Losses | (62) | |
Estimated Fair Value | 26,847 | 12,921 |
U.S. Treasury securities (due in one to two years) | ||
Marketable securities: | ||
Amortized Cost | 2,877 | |
Gross Unrealized Gains | 17 | |
Estimated Fair Value | 2,894 | |
Municipal securities (due in one to two years) | ||
Marketable securities: | ||
Amortized Cost | 3,000 | |
Gross Unrealized Losses | (24) | |
Estimated Fair Value | 2,976 | |
Government-sponsored enterprise securities (due in less than one year) | ||
Marketable securities: | ||
Amortized Cost | 86,250 | 9,860 |
Gross Unrealized Gains | 43 | |
Gross Unrealized Losses | (92) | (14) |
Estimated Fair Value | 86,201 | 9,846 |
Government-sponsored enterprise securities (due in one to two years) | ||
Marketable securities: | ||
Amortized Cost | 13,598 | |
Gross Unrealized Gains | 72 | |
Estimated Fair Value | 13,670 | |
Commercial paper (due in less than one year) | ||
Marketable securities: | ||
Amortized Cost | 102,270 | 64,285 |
Gross Unrealized Gains | 31 | 6 |
Gross Unrealized Losses | (33) | (92) |
Estimated Fair Value | 102,268 | 64,199 |
Corporate notes (due in less than one year) | ||
Marketable securities: | ||
Amortized Cost | 48,409 | 26,014 |
Gross Unrealized Gains | 14 | |
Gross Unrealized Losses | (63) | (55) |
Estimated Fair Value | 48,360 | $ 25,959 |
Corporate notes (due in one to two years) | ||
Marketable securities: | ||
Amortized Cost | 26,628 | |
Gross Unrealized Gains | 130 | |
Gross Unrealized Losses | (24) | |
Estimated Fair Value | $ 26,734 |
FAIR VALUE MEASUREMENTS - SEC_2
FAIR VALUE MEASUREMENTS - SECURITIES WITH UNREALIZED LOSSES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Available For Sale Securities [Line Items] | ||
Less Than 12 Months - Estimated Fair Value | $ 166,518 | $ 75,721 |
Less Than 12 Months - Gross Unrealized Losses | (211) | (165) |
12 Months or Greater - Estimated Fair Value | 28,435 | |
12 Months or Greater - Gross Unrealized Losses | (82) | |
Total - Estimated Fair Value | 166,518 | 104,156 |
Total - Gross Unrealized Losses | (211) | (247) |
U.S. Treasury securities (due in less than one year) | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Less Than 12 Months - Estimated Fair Value | 11,424 | |
Less Than 12 Months - Gross Unrealized Losses | (57) | |
12 Months or Greater - Estimated Fair Value | 1,497 | |
12 Months or Greater - Gross Unrealized Losses | (5) | |
Total - Estimated Fair Value | 12,921 | |
Total - Gross Unrealized Losses | (62) | |
Municipal securities (due in less than a year) | ||
Schedule Of Available For Sale Securities [Line Items] | ||
12 Months or Greater - Estimated Fair Value | 2,976 | |
12 Months or Greater - Gross Unrealized Losses | (24) | |
Total - Estimated Fair Value | 2,976 | |
Total - Gross Unrealized Losses | (24) | |
Government-sponsored enterprise securities (due in less than one year) | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Less Than 12 Months - Estimated Fair Value | 69,377 | 9,845 |
Less Than 12 Months - Gross Unrealized Losses | (92) | (14) |
Total - Estimated Fair Value | 69,377 | 9,845 |
Total - Gross Unrealized Losses | (92) | (14) |
Commercial paper (due in less than one year) | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Less Than 12 Months - Estimated Fair Value | 58,622 | 52,454 |
Less Than 12 Months - Gross Unrealized Losses | (33) | (92) |
Total - Estimated Fair Value | 58,622 | 52,454 |
Total - Gross Unrealized Losses | (33) | (92) |
Corporate notes (due in less than one year) | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Less Than 12 Months - Estimated Fair Value | 34,567 | 1,998 |
Less Than 12 Months - Gross Unrealized Losses | (63) | (2) |
12 Months or Greater - Estimated Fair Value | 23,962 | |
12 Months or Greater - Gross Unrealized Losses | (53) | |
Total - Estimated Fair Value | 34,567 | 25,960 |
Total - Gross Unrealized Losses | (63) | $ (55) |
Corporate notes (due in one to two years) | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Less Than 12 Months - Estimated Fair Value | 3,952 | |
Less Than 12 Months - Gross Unrealized Losses | (23) | |
Total - Estimated Fair Value | 3,952 | |
Total - Gross Unrealized Losses | $ (23) |
FAIR VALUE MEASUREMENTS - RECUR
FAIR VALUE MEASUREMENTS - RECURRING BASIS (Details) - Recurring basis - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value on a Recurring Basis | ||
Total | $ 324,904 | $ 156,036 |
Money market funds | ||
Fair Value on a Recurring Basis | ||
Total | 17,658 | 39,864 |
Certificate of deposit | ||
Fair Value on a Recurring Basis | ||
Total | 272 | 271 |
U.S. Treasury securities | ||
Fair Value on a Recurring Basis | ||
Total | 29,742 | 12,921 |
Municipal securities | ||
Fair Value on a Recurring Basis | ||
Total | 2,976 | |
Government-sponsored enterprise securities | ||
Fair Value on a Recurring Basis | ||
Total | 99,872 | 9,846 |
Commercial paper | ||
Fair Value on a Recurring Basis | ||
Total | 102,268 | 64,199 |
Corporate notes | ||
Fair Value on a Recurring Basis | ||
Total | 75,092 | 25,959 |
Level 1 | ||
Fair Value on a Recurring Basis | ||
Total | 17,930 | 40,135 |
Level 1 | Money market funds | ||
Fair Value on a Recurring Basis | ||
Total | 17,658 | 39,864 |
Level 1 | Certificate of deposit | ||
Fair Value on a Recurring Basis | ||
Total | 272 | 271 |
Level 2 | ||
Fair Value on a Recurring Basis | ||
Total | 306,974 | 115,901 |
Level 2 | U.S. Treasury securities | ||
Fair Value on a Recurring Basis | ||
Total | 29,742 | 12,921 |
Level 2 | Municipal securities | ||
Fair Value on a Recurring Basis | ||
Total | 2,976 | |
Level 2 | Government-sponsored enterprise securities | ||
Fair Value on a Recurring Basis | ||
Total | 99,872 | 9,846 |
Level 2 | Commercial paper | ||
Fair Value on a Recurring Basis | ||
Total | 102,268 | 64,199 |
Level 2 | Corporate notes | ||
Fair Value on a Recurring Basis | ||
Total | $ 75,092 | $ 25,959 |
FAIR VALUE MEASUREMENTS - EQUIT
FAIR VALUE MEASUREMENTS - EQUITY INVESTMENT (Details) - USD ($) | 3 Months Ended | ||
Aug. 03, 2020 | Mar. 31, 2021 | Dec. 31, 2007 | |
Summary of Investment Holdings [Line Items] | |||
Number of shares owned | 35,990,825 | 0 | 13,842,625 |
Business Combination Cost Of Acquired Entity Equity Interests Issued And Issuable Fair Value Method | we received 13 BARD1 shares for every five shares of Sienna ordinary shares, resulting in our ownership of 35,990,825 shares of BARD1. | ||
Realized investment gains (losses) | $ 1,233,000 | ||
Maximum | |||
Summary of Investment Holdings [Line Items] | |||
Cost method investments ownership percentage | 20% | ||
Equity investment | |||
Summary of Investment Holdings [Line Items] | |||
Cost method investments cost basis | $ 0 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,408 | $ 1,689 |
Less accumulated depreciation and amortization | (1,231) | (896) |
Property and equipment, net | 1,177 | 793 |
Furniture and computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,273 | 1,554 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 135 | $ 135 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
CRO and clinical trial costs | $ 23,541 | $ 17,040 |
Manufacturing activities | 14,629 | 5,321 |
Professional legal and accounting fees | 556 | 9,668 |
Interest payable | 768 | 561 |
Other | 814 | 510 |
Accrued liabilities | $ 40,308 | $ 33,100 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Litigation Settlement (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 21, 2022 | Sep. 02, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Loss Contingencies [Line Items] | |||||
Litigation Settlement Amount Outstanding | $ 0 | ||||
Insurance Claims | Class Action Stipulation | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement, amount | $ 24,000,000 | ||||
Settlement to be paid by insurers | 17,000,000 | ||||
Settlement to be paid in cash or shares as elected by company | $ 7,000,000 | ||||
Litigation settlement amount, Accrued liabilities recognized | 7,000,000 | ||||
Settlement amount, Interest and other receivable recognized | $ 7,000,000 | ||||
Insurance Claims | Derivative Stipulation | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement, amount | $ 1,350,000 | ||||
Settlement to be paid by insurers | 525,000 | $ 525,000 | |||
Settlement to be paid in cash or shares as elected by company | $ 825,000 | ||||
Litigation settlement amount, Accrued liabilities recognized | $ 1,350,000 | ||||
Settlement amount, Interest and other receivable recognized | 525,000 | ||||
Settlement amount, General and administrative expense recognized | $ 825,000 | ||||
Settlement amount to be paid | $ 825,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Severance Plan (Details) | 12 Months Ended |
Dec. 31, 2023 Plan | |
Severance Plan | |
severance plans | 2 |
Period within which employee is terminated by entity without cause following a change of control | 12 months |
Period within which no comparable employment is offered by the entity following a change of control | 30 days |
Period within which employee resigns following a change of control due to material change in terms of employment | 12 months |
Employees Above The Vice President Level | |
Severance Plan | |
severance plans | 1 |
Minimum | |
Severance Plan | |
Period of base salary to be considered for severance payments | 3 months |
Period of base salary in connection with a non-change of control to be considered for severance payments | 42 days |
Maximum | |
Severance Plan | |
Period of base salary to be considered for severance payments | 18 months |
Period of base salary in connection with a non-change of control to be considered for severance payments | 12 months |
OPERATING LEASES (Details)
OPERATING LEASES (Details) - USD ($) | Mar. 10, 2020 | Oct. 01, 2019 | Apr. 30, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2019 |
Lessee Lease Description [Line Items] | ||||||
Operating Lease, Right-of-Use Asset | $ 3,556,000 | $ 4,147,000 | ||||
New Jersey Office Space Lease | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating Lease, Percentage of Discount Rate | 8% | |||||
Operating Lease, Right-of-Use Asset | $ 2,356,000 | |||||
Operating Lease, Liability | $ 2,356,000 | |||||
Operating lease, initial term | 11 years | 11 years | ||||
Operating lease term, option to extend additional period | 5 years | |||||
Operating lease term, option to terminate lease | one-time option to terminate the New Jersey Lease without cause as of the 103rd month anniversary of the commencement date of the lease | |||||
Operating lease, rent abatement period | 7 months | |||||
Operating lease,remaining lease term | 6 years 9 months 18 days | |||||
Foster City Office Space Lease | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating Lease, Percentage of Discount Rate | 7% | |||||
Operating Lease, Liability | $ 1,868,000 | |||||
Operating lease, initial term | 87 months | 87 months | ||||
Operating lease term, option to extend additional period | 5 years | |||||
Operating lease, rent abatement period | 3 months | |||||
Operating lease,remaining lease term | 3 years 6 months |
OPERATING LEASES - COMPONENTS O
OPERATING LEASES - COMPONENTS OF LEASE COSTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease Cost | |||
Operating lease costs | $ 962 | $ 944 | $ 946 |
Variable lease costs | 344 | 310 | 252 |
Total lease costs | $ 1,306 | $ 1,254 | $ 1,198 |
OPERATING LEASES - UNDISCOUNTED
OPERATING LEASES - UNDISCOUNTED FUTURE NON-CANCELLABLE LEASE PAYMENTS (Details) - New Jersey Lease And Foster City Lease $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Lease Liabilities, Payments Due | |
2024 | $ 987 |
2025 | 1,014 |
2026 | 1,040 |
2027 | 716 |
2028 | 376 |
Thereafter | 675 |
Total lease payments | 4,808 |
Less: imputed interest | (853) |
Operating Lease, Liability | $ 3,955 |
DEBT - Additional Information (
DEBT - Additional Information (Details) - Hercules and Silicon Valley Bank [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Sep. 30, 2020 | Dec. 31, 2023 | Sep. 15, 2023 | |
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity under term loan | $ 125,000,000 | $ 75,000,000 | ||
Principal amount outstanding under term loan | $ 80,000,000 | |||
Description of maturity date terms for term loan | Term Loan matures on April 1, 2025, or the Loan Maturity Date, and may be extended up to an additional six months upon the achievement of certain regulatory and financial milestones. | |||
Term loan interest rate description | The Term Loan bears interest at a floating rate per annum equal to the greater of either (i) 9.0% or (ii) the sum of (A) the Prime Rate (as reported in The Wall Street Journal) minus 4.5%, plus (B) 9.0% (8.5% as of December 31, 2023). | |||
Term loan maturity date | Apr. 01, 2025 | |||
Percentage added to prime rate for debt instrument interest rate | 9% | |||
Interest only period payment term description | The interest only period of the Term Loan is through June 30, 2024, and is further extendable to December 31, 2024 upon achievement of a regulatory and financial milestone and satisfaction of certain capitalization requirements. Following the expiration of the interest-only period, we are required to repay the Term Loan in equal monthly amortization payments of principal and interest until the Loan Maturity Date. | |||
End of term charge for loan, percentage | 6.55% | |||
Minimum amount of prepayment allowed under debt instrument | $ 5,000,000 | |||
Description of term loan payment terms | At our option, upon at least five business days’ prior written notice to Hercules, we may prepay all or any portion greater than or equal to $5.0 million of the outstanding loan by paying the entire principal balance (or portion thereof) and all accrued and unpaid interest. There is no prepayment charge for prepayments of drawdowns under Tranche 1 or Tranche 2. Prepayments of drawdowns under Tranche 3, Tranche 4, Tranche 5 or Tranche 6 are subject to a prepayment charge of 1.5% of the prepayment amount, if the prepayment is made prior to June 30, 2025. Thereafter, any prepayment of Tranche 3, Tranche 4, Tranche 5 or Tranche 6 is not subject to a prepayment charge. | |||
Variable interest rate | 9% | |||
Additional percentage of interest on past due amounts | 5% | |||
Carrying value of term loan, net | $ 81,900,000 | |||
Unamortized debt discount and issuance costs | 605,000 | |||
Accrued end of term charge | $ 2,691,000 | |||
Second Amendment [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt discount amount | 100,000 | |||
Third Amendment [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount outstanding under term loan | $ 80,000,000 | |||
Percentage added to prime rate for debt instrument interest rate | 9% | |||
Debt discount amount | $ 300,000 | |||
Principle amount | $ 125,000,000 | |||
Variable interest rate | 9% | |||
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.50% | 8.50% | ||
Minimum [Member] | Third Amendment [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.50% | |||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 9% | |||
Maximum [Member] | Third Amendment [Member] | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 9% | |||
Tranche One [Member] | Third Amendment [Member] | ||||
Debt Instrument [Line Items] | ||||
Prepayment charge (as a percentage) | 0% | |||
Tranche Two [Member] | Third Amendment [Member] | ||||
Debt Instrument [Line Items] | ||||
Prepayment charge (as a percentage) | 0% | |||
Tranche Three [Member] | Third Amendment [Member] | ||||
Debt Instrument [Line Items] | ||||
Prepayment charge (as a percentage) | 1.50% | |||
Debt instrument face amount expired | $ 20,000,000 | |||
Tranche Four [Member] | Third Amendment [Member] | ||||
Debt Instrument [Line Items] | ||||
Prepayment charge (as a percentage) | 1.50% | |||
Principle amount | $ 30,000,000 | |||
Tranche Four [Member] | Minimum [Member] | Third Amendment [Member] | ||||
Debt Instrument [Line Items] | ||||
Principle amount | 10,000,000 | |||
Tranche Four [Member] | Maximum [Member] | Third Amendment [Member] | ||||
Debt Instrument [Line Items] | ||||
Principle amount | 30,000,000 | |||
Tranche Five [Member] | Third Amendment [Member] | ||||
Debt Instrument [Line Items] | ||||
Prepayment charge (as a percentage) | 1.50% | |||
Principle amount | $ 20,000,000 | |||
Tranche Six [Member] | Third Amendment [Member] | ||||
Debt Instrument [Line Items] | ||||
Prepayment charge (as a percentage) | 1.50% |
DEBT - Schedule of Future Minim
DEBT - Schedule of Future Minimum Payments Under Term Loan Facility (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 56,066 | |
2025 | 39,262 | |
Total | 95,328 | |
Less: amount representing interest | (10,088) | |
Less: unamortized debt discount and issuance costs | (605) | |
Less: unamortized end of term charge | (2,691) | |
Less: current portion of debt | (46,893) | |
Noncurrent portion of debt | $ 35,051 | $ 30,212 |
STOCKHOLDERS' EQUITY - AUTHORIZ
STOCKHOLDERS' EQUITY - AUTHORIZED COMMON STOCK (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 | May 12, 2021 | May 11, 2021 |
Stockholders' Equity Note [Abstract] | ||||
Common stock, shares authorized | 1,350,000,000 | 1,350,000,000 | 1,350,000,000 | 675,000,000 |
STOCKHOLDERS' EQUITY - PUBLIC O
STOCKHOLDERS' EQUITY - PUBLIC OFFERING (Details) - USD ($) | 1 Months Ended | |||
Jan. 10, 2023 | Apr. 01, 2022 | Jan. 31, 2023 | Dec. 31, 2023 | |
2023 Pre-funded Warrant | ||||
Public Offering [Line Items] | ||||
Warrants to purchase common stock, shares | 25,000,000 | |||
Pre-Funded Warrants | ||||
Public Offering [Line Items] | ||||
Warrants exercise price | $ 0.001 | |||
2023 Public Offering | ||||
Public Offering [Line Items] | ||||
Issuance of common stock in connection with public offering (in shares) | 68,007,741 | 68,007,741 | ||
Net proceeds from public offering after deducting underwriting discount and other offering expenses | $ 213,337,000 | |||
2023 Public Offering | 2023 Pre-funded Warrant | ||||
Public Offering [Line Items] | ||||
Warrants exercise price | $ 0.001 | |||
Public offering price per share | 2.449 | |||
2023 Public Offering | Common Stock | ||||
Public Offering [Line Items] | ||||
Public offering price of common stock per share | $ 2.45 | |||
2022 Underwritten Public Offering | ||||
Public Offering [Line Items] | ||||
Public offering price of common stock per share | $ 1.05 | |||
Issuance of common stock in connection with public offering (in shares) | 53,333,334 | |||
Net proceeds from public offering after deducting underwriting discount and other offering expenses | $ 69,916,000 | |||
2022 Underwritten Public Offering | 2022 Pre-Funded Warrant | ||||
Public Offering [Line Items] | ||||
Warrants exercise price | $ 0.001 | |||
Warrants to purchase common stock, shares | 18,095,238 | |||
Public offering price per share | $ 1.049 | |||
2022 Underwritten Public Offering | 2022 Stock Purchase Warrants | ||||
Public Offering [Line Items] | ||||
Warrants exercise price | $ 1.45 | |||
Warrants to purchase common stock, shares | 35,714,286 |
STOCKHOLDERS' EQUITY - WARRANT
STOCKHOLDERS' EQUITY - WARRANT EXERCISES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Proceeds from exercise of warrants | $ 105,912,000 | $ 15,163,000 | $ 2,479,000 |
Common stock outstanding warrants to purchase | 53,904,980 | ||
Pre-Funded Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants exercise price | $ 0.001 | ||
Common stock outstanding warrants to purchase | 51,430,477 | ||
2020 Public Offering of Common Stock and Warrants | 2020 Pre-Funded Warrant | |||
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock, shares | 8,335,239 | ||
2020 Public Offering of Common Stock and Warrants | Stock Purchase Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants exercise price | $ 1.3 | ||
Common stock outstanding warrants to purchase | 2,474,503 | ||
Warrants expiration date | Dec. 31, 2025 | ||
Underwritten Public Offering | 2020 Stock Purchase Warrant | |||
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock exercised, shares | 11,663,387 | ||
Proceeds from exercise of warrants | $ 15,163,000 | ||
Warrants to purchase common stock, shares | 44,110,079 | ||
Underwritten Public Offering | Stock Purchase Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants to purchase common stock exercised, shares | 77,349,859 | ||
Proceeds from exercise of warrants | $ 105,912,000 |
STOCKHOLDERS' EQUITY - SALES AG
STOCKHOLDERS' EQUITY - SALES AGREEMENTS (Details) - USD ($) | 12 Months Ended | |||
Nov. 01, 2023 | Sep. 04, 2020 | Dec. 31, 2023 | Dec. 31, 2021 | |
At Market Issuance Sales Agreements [Line Items] | ||||
Issuance of common stock in connection with at market offering, net of issuance costs | $ 20,385,000 | |||
2020 Sales Agreement | ||||
At Market Issuance Sales Agreements [Line Items] | ||||
Aggregate offering price of common stock | $ 100,000,000 | |||
Maximum commission rate (as a percent) | 3% | |||
Issuance of common stock in connection with at market offering, net of issuance costs (in shares) | 0 | 10,571,556 | ||
Issuance of common stock in connection with at market offering, net of issuance costs | $ 20,400,000 | |||
2023 Sales Agreement | ||||
At Market Issuance Sales Agreements [Line Items] | ||||
Aggregate offering price of common stock | $ 100,000,000 | |||
Maximum commission rate (as a percent) | 3% | |||
Issuance of common stock in connection with at market offering, net of issuance costs (in shares) | 0 |
STOCKHOLDERS' EQUITY - EQUITY P
STOCKHOLDERS' EQUITY - EQUITY PLANS (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
May 31, 2023 | May 31, 2022 | May 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | Oct. 31, 2018 | May 15, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, shares reserved for future issuance (in shares) | 186,385,839 | ||||||||
Shares available for grant | 58,750,670 | 18,370,729 | |||||||
Aggregate Intrinsic Value - Options Outstanding | |||||||||
Closing stock price (in dollars per share) | $ 2.11 | ||||||||
Total pretax intrinsic value of stock options exercised (in dollars) | $ 11,986,000 | $ 787,000 | $ 93,000 | ||||||
Cash received from exercise of stock options (in dollars) | $ 12,356,000 | $ 1,799,000 | $ 556,000 | ||||||
Number of Shares - Options Outstanding | |||||||||
Stock options exercisable at the end of the period (in shares) | 39,995,642 | 36,085,389 | 30,459,136 | ||||||
Weighted Average Exercise Price Per Share - Options Outstanding | |||||||||
Stock options exercisable at the end of the period (in dollars per share) | $ 2.16 | $ 2.17 | $ 2.35 | ||||||
2011 Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period of stock options | 4 years | ||||||||
2011 Plan | Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Expiration term of stock options from date of grant | 10 years | ||||||||
2018 Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period of stock options | 4 years | ||||||||
Common stock, shares reserved for future issuance (in shares) | 10,000,000 | ||||||||
Minimum percentage of ownership required for granting stock options at least 110% of fair market value of common stock | 10% | ||||||||
Minimum exercise price as a percentage of fair market value for employees having more than 10 % outstanding common stock | 110% | ||||||||
Maximum expiration term of stock options granted to employees having more than 10 % outstanding common stock | 5 years | ||||||||
Common stock, increase in shares reserved for future issuance (in shares) | 43,360,000 | 11,000,000 | 12,500,000 | ||||||
2018 Plan | First Director Option | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period of stock options | 3 years | ||||||||
Stock options to be granted to purchase shares upon appointment (shares) | 200,000 | ||||||||
2018 Plan | Subsequent Director Option | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options to be granted to purchase shares (in shares) | 125,000 | ||||||||
2018 Plan | Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Expiration term of stock options from date of grant | 10 years | ||||||||
2006 Directors Plan | First Director Option | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period of stock options | 3 years | ||||||||
2006 Directors Plan | Subsequent Director Option | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period of stock options | 1 year | ||||||||
2006 Directors Plan | Maximum | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Expiration term of stock options from date of grant | 10 years | ||||||||
2018 Inducement Award Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, shares reserved for future issuance (in shares) | 32,306,638 | 3,000,000 | |||||||
Common stock, increase in shares reserved for future issuance (in shares) | 13,900,000 | ||||||||
Shares available for grant | 11,616,841 | ||||||||
Directors Market Value Stock Purchase Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, shares reserved for future issuance (in shares) | 1,000,000 | ||||||||
Directors Market Value Stock Purchase Plan | Restricted stock awards | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares issued (in shares) | 36,864 | 15,962 | 20,783 | ||||||
Weighted average grant date fair value (in dollars per share) | $ 2.37 | $ 1.92 | $ 1.38 | ||||||
Total fair value of restricted stock that vested | $ 85,400 | $ 29,000 | $ 29,000 |
STOCKHOLDERS' EQUITY - EQUITY_2
STOCKHOLDERS' EQUITY - EQUITY PLANS - SCHEDULE OF AGGREGATE STOCK OPTION AND AWARD ACTIVITY (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares Available For Grant | |||
Balance at the beginning of the period (in shares) | 18,370,729 | ||
Additional shares authorized (in shares) | 56,368,058 | ||
Stock options granted (in shares) | (20,855,230) | ||
Awards granted (in shares) | (36,864) | ||
Stock options cancelled/forfeited/expired (in shares) | 4,903,977 | ||
Balance at the end of the period (in shares) | 58,750,670 | 18,370,729 | |
Number of Shares - Options Outstanding | |||
Balance at the beginning of the period (in shares) | 65,902,400 | ||
Stock options granted (in shares) | 20,855,230 | ||
Stock options exercised (in shares) | (8,869,302) | ||
Stock options cancelled/forfeited/expired (in shares) | (4,903,977) | ||
Balance at the end of the period (in shares) | 72,984,351 | 65,902,400 | |
Stock options exercisable at the end of the period (in shares) | 39,995,642 | 36,085,389 | 30,459,136 |
Stock options fully vested and expected to vest at the end of the period (in shares) | 71,983,176 | ||
Weighted Average Exercise Price Per Share - Options Outstanding | |||
Balance at the beginning of the period (in dollars per share) | $ 1.87 | ||
Stock options granted (in dollars per share) | 2.72 | ||
Stock options exercised (in dollars per share) | 1.39 | ||
Stock options cancelled/forfeited/expired (in dollars per share) | 2.15 | ||
Balance at the end of the period (in dollars per share) | 2.16 | $ 1.87 | |
Stock options exercisable at the end of the period (in dollars per share) | 2.16 | $ 2.17 | $ 2.35 |
Stock options fully vested and expected to vest at the end of the period (in dollars per share) | $ 2.15 | ||
Weight Average Remaining Contractual Life (in years) - Options Outstanding | |||
Balance at the end of the period | 6 years 8 months 12 days | ||
Stock options exercisable at the end of the period | 5 years 3 months 10 days | ||
Stock options fully vested and expected to vest at the end of the period | 6 years 8 months 1 day | ||
Aggregate Intrinsic Value - Options Outstanding | |||
Balance at the end of the period (in dollars) | $ 25,391,643 | ||
Stock options exercisable at the end of the period (in dollars) | 15,557,976 | ||
Stock options fully vested and expected to vest at the end of the period (in dollars) | $ 25,169,074 |
STOCKHOLDERS' EQUITY - EQUITY_3
STOCKHOLDERS' EQUITY - EQUITY PLANS - SCHEDULE OF AGGREGATE STOCK OPTION AND AWARD ACTIVITY (Parenthetical) (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock options outstanding (in shares) | 72,984,351 | 65,902,400 |
Performance-Based Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock options outstanding (in shares) | 7,936,030 |
STOCKHOLDERS' EQUITY - EMPLOYEE
STOCKHOLDERS' EQUITY - EMPLOYEE STOCK PURCHASE PLAN (Details) | 1 Months Ended | 12 Months Ended |
May 31, 2022 shares | Dec. 31, 2023 USD ($) Item shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock, shares reserved for future issuance (in shares) | 186,385,839 | |
Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Aggregate shares issued under plan | 1,254,162 | |
Common stock, increase in shares reserved for future issuance (in shares) | 1,000,000 | |
Common stock, shares reserved for future issuance (in shares) | 2,000,000 | |
Maximum duration of offering period | 12 months | |
Number of offering periods in which an employee can participate at a time | Item | 1 | |
Number of consecutive purchase periods in an offering period | Item | 2 | |
Duration of the purchase period | 6 months | |
Maximum percentage of annual salary that can be withheld | 10% | |
Percentage applied to common stock market value in calculating purchase price under purchase plan | 85% | |
Duration of the new offering period | 12 months | |
Employee Stock Purchase Plan | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Maximum amount of annual salary that can be withheld to purchase shares | $ | $ 25,000 |
STOCKHOLDERS' EQUITY - PERFORMA
STOCKHOLDERS' EQUITY - PERFORMANCE BASED STOCK OPTIONS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options granted (in shares) | 20,855,230 | ||
Stock-based compensation expense included in operating expenses | $ 18,525,000 | $ 8,001,000 | $ 8,080,000 |
Performance-Based Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options granted (in shares) | 832,790 | 2,741,750 | 550,000 |
Stock-based compensation expense included in operating expenses | $ 3,167,000 |
STOCKHOLDERS' EQUITY - STOCK-BA
STOCKHOLDERS' EQUITY - STOCK-BASED COMPENSATION EXPENSE FOR EMPLOYEES AND DIRECTORS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation Expense | |||
Stock-based compensation expense included in operating expenses | $ 18,525 | $ 8,001 | $ 8,080 |
Research and development | |||
Stock-Based Compensation Expense | |||
Stock-based compensation expense included in operating expenses | 7,426 | 3,720 | 3,597 |
General and administrative | |||
Stock-Based Compensation Expense | |||
Stock-based compensation expense included in operating expenses | $ 11,099 | $ 4,281 | $ 4,483 |
STOCKHOLDERS' EQUITY - PRICING
STOCKHOLDERS' EQUITY - PRICING MODEL ASSUMPTIONS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Compensation cost related to unvested stock awards not yet recognized | |||
Compensation cost not yet recognized, net of estimated forfeitures (in dollars) | $ 37,628,000 | ||
Period for recognition of compensation cost on weighted average basis | 26 months | ||
Employee Stock Option | |||
Assumptions used to estimate fair value of awards | |||
Dividend yield (as a percent) | 0% | 0% | 0% |
Expected volatility range, minimum (as a percent) | 81.50% | 77.20% | 77.50% |
Expected volatility range, maximum (as a percent) | 82.70% | 81.70% | 78.30% |
Risk-free interest rate range, minimum (as a percent) | 3.42% | 1.69% | 0.51% |
Risk-free interest rate range, maximum (as a percent) | 4.94% | 4.57% | 1.30% |
Expected term range | 6 years | 5 years 6 months | 5 years 6 months |
Additional disclosures | |||
Weighted average estimated fair value of employee stock options granted (in dollars per share) | $ 1.95 | $ 0.92 | $ 1.17 |
Employee Stock Purchase Plan | |||
Assumptions used to estimate fair value of awards | |||
Dividend yield (as a percent) | 0% | 0% | 0% |
Expected volatility range, minimum (as a percent) | 79.10% | 61.40% | 50.70% |
Expected volatility range, maximum (as a percent) | 83.20% | 86.50% | 70.70% |
Risk-free interest rate range, minimum (as a percent) | 4.73% | 0.40% | 0.09% |
Risk-free interest rate range, maximum (as a percent) | 5.40% | 2.79% | 0.16% |
Additional disclosures | |||
Weighted average estimated fair value of other than employee stock options granted (in dollars per share) | $ 1.10 | $ 0.48 | $ 0.56 |
Employee Stock Purchase Plan | Minimum | |||
Assumptions used to estimate fair value of awards | |||
Expected term range | 6 months | 6 months | 6 months |
Employee Stock Purchase Plan | Maximum | |||
Assumptions used to estimate fair value of awards | |||
Expected term range | 12 months | 12 months | 12 months |
STOCKHOLDERS' EQUITY - STOCK-_2
STOCKHOLDERS' EQUITY - STOCK-BASED COMPENSATION TO SERVICE PROVIDERS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation to Service Providers | |||
Stock-based compensation for services by non-employees | $ 828,000 | $ 264,000 | $ 91,000 |
Consultants | Employee Stock Option | |||
Stock-Based Compensation to Service Providers | |||
Stock-based compensation for services by non-employees | $ 742,000 | $ 235,000 | $ 62,000 |
STOCKHOLDERS' EQUITY - COMMON S
STOCKHOLDERS' EQUITY - COMMON STOCK RESERVED FOR FUTURE ISSUANCE (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
STOCKHOLDERS' EQUITY | ||
Stock options outstanding (in shares) | 72,984,351 | 65,902,400 |
Stock options and awards available for grant (in shares) | 58,750,670 | 18,370,729 |
Warrants outstanding (in shares) | 53,904,980 | |
Common stock reserved for future issuance (in shares) | 186,385,839 | |
Employee stock purchase | ||
STOCKHOLDERS' EQUITY | ||
Common stock reserved for future issuance (in shares) | 745,838 |
INCOME TAXES - EFFECTIVE INCOME
INCOME TAXES - EFFECTIVE INCOME TAX RATE (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Tax at statutory rate | 21% | 21% | 21% |
State income tax, net of federal benefit | 6.60% | 6.80% | 9% |
Federal and state tax credits | 4.10% | 4.90% | 5.70% |
Stock-based compensation | (0.70%) | (0.80%) | (1.20%) |
Net operating loss not benefitted | (5.70%) | (4.30%) | (5.40%) |
Other | (0.50%) | (0.10%) | (0.20%) |
Change in valuation allowance | (24.80%) | (27.50%) | (28.90%) |
Effective tax rate | 0% | 0% | 0% |
INCOME TAXES - DEFERRED TAXES (
INCOME TAXES - DEFERRED TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Significant components of deferred tax assets | ||
Net operating loss carryforwards | $ 272,300 | $ 254,500 |
Federal and state tax credits | 64,700 | 56,700 |
Capitalized research and development | 43,300 | 21,800 |
Stock-based compensation | 11,200 | 10,800 |
Operating lease liabilities | 1,100 | 1,300 |
Other | 3,600 | 5,600 |
Total deferred tax assets | 396,200 | 350,700 |
Less: valuation allowance | (395,200) | (349,600) |
Net deferred tax assets | 1,000 | 1,100 |
Operating leases, right-of-use assets | (1,000) | (1,100) |
Total deferred tax liabilities | (1,000) | (1,100) |
Valuation allowance | ||
Increase (decrease) in valuation allowance | $ 45,600 | $ 38,900 |
INCOME TAXES - OPERATING LOSS C
INCOME TAXES - OPERATING LOSS CARRYFORWARDS (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 1,000 |
Net operating loss carryforwards, expire beginning 2024 through 2037 | 635.6 |
State | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 841.2 |
INCOME TAXES - TAX CREDIT CARRY
INCOME TAXES - TAX CREDIT CARRYFORWARDS (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Federal | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | $ 72.7 |
State | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | $ 21.4 |
INCOME TAXES - CARES ACT IMPACT
INCOME TAXES - CARES ACT IMPACT (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | |
C A R E S Act Impact [Abstract] | |||
Employee retention credit, CARES Act | $ 483,000 | $ 1,100,000 | |
Employee Retention Credit, Outstanding | $ 0 |
INCOME TAXES - UNRECOGNIZED TAX
INCOME TAXES - UNRECOGNIZED TAX BENEFITS (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Unrecognized tax benefits | |
Unrecognized tax benefits, if recognized would impact effective tax rate | $ 26,300 |
Balance at the beginning of the period | 23,700 |
Increase related to current year tax positions | 2,600 |
Balance at the end of the period | $ 26,300 |
CONSOLIDATED STATEMENTS OF CA_4
CONSOLIDATED STATEMENTS OF CASH FLOWS DATA - Supplemental Investing Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental operating and investing activities: | |||
Net unrealized loss on marketable securities | $ (431) | $ (68) | $ (251) |
Reclassification between prepaid and other current assets and deposits and other assets | (5) | ||
Cash paid for interest | $ (7,017) | $ 5,154 | $ 2,704 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 10, 2023 | Jan. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||
Proceeds from exercise of warrants | $ 105,912,000 | $ 15,163,000 | $ 2,479,000 | ||
2023 Underwritten Public Offering | |||||
Subsequent Event [Line Items] | |||||
Issuance of common stock in connection with public offering (in shares) | 68,007,741 | 68,007,741 | |||
Net proceeds from public offering after deducting underwriting discount and other offering expenses | $ 213,337,000 |