0000950170-22-004233 | 10-K | XBRL Viewer

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 240,420	$ 15,953
Marketable securities, short-term	135,412	0
Accounts receivable	1,153	150
Contract assets ($0 and $250 from related party, respectively)	1,488	1,328
Other receivables	5,483	3,682
Prepaid expenses and other current assets	7,236	3,193
Total current assets	391,192	24,306
NON-CURRENT ASSETS
Investments in equity securities	7,626	7,626
Marketable securities, long-term	37,676	0
Property and equipment - net	4,887	3,502
Other assets	975	612
TOTAL ASSETS	442,356	36,046
CURRENT LIABILITIES:
Accounts payable ($0 and $500 to related party, respectively)	3,990	2,601
Accrued expenses and other current liabilities	13,136	8,973
Promissory note - PPP Loan	0	654
Deferred revenue	8,703	161
Total current liabilities	25,829	12,389
LONG-TERM LIABILITIES
Deferred revenue, net of current portion ($100 and $50 from related party)	22,032	937
Deferred rent and lease incentive liability	2,097	925
Promissory note - PPP Loan, net of current portion	0	924
MSKCC success payments liability	4,080	2,654
Other liabilities	17	176
Deferred tax liabilities	476	155
Total liabilities	54,531	18,160
COMMITMENTS AND CONTINGENCIES (Note 9)
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value $0.0001 per share, 10,000,000 and no shares authorized at December 31, 2021 and 2020, respectively; no shares issued and outstanding as of December 31, 2021 and 2020, respectively.	0	0
Common stock, par value $0.0001 per share 300,000,000 and 28,933,380 shares authorized at December 31, 2021 and December 31, 2020, respectively; 60,263,158 and 9,710,829 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively	6	1
Additional paid-in-capital	485,748	7,433
Accumulated other comprehensive loss	(135)	0
Accumulated deficit	(97,794)	(30,871)
Total stockholders' equity (deficit)	387,825	(23,437)
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY (DEFICIT)	442,356	36,046
Convertible Preferred Stock
LONG-TERM LIABILITIES
Convertible preferred stock, par value $0.0001 per share; no shares authorized, issued, and outstanding at December 31, 2021; 7,766,582 shares authorized, issued, and outstanding at December 31, 2020 (liquidation preference $41,620 at December 31, 2020)		$ 41,323

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Contract assets related party	$ 0	$ 250
Accounts payable related parties, Current	0	500
Deferred revenue, net of current portion	$ 100	$ 50
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	28,933,380
Common stock, shares issued	60,263,158	9,710,829
Common Stock Shares Outstanding	60,263,158	9,710,829
Convertible Preferred Stock
Convertible preferred stock, par value	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	0	7,766,582
Convertible preferred stock, shares issued	0	7,766,582
Convertible preferred stock, shares outstanding	0	7,766,582
Temporary Equity, Liquidation Preference		$ 41,620
Preferred stock, shares authorized		7,766,582
Preferred stock, shares outstanding		7,766,582

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Licensing and collaboration revenue	$ 9,598	$ 12,361	$ 5,788
Operating expenses:
Research and development	52,255	34,425	23,635
General and administrative	24,322	14,060	16,458
Total operating expenses	76,577	48,485	40,093
Loss from operations	(66,979)	(36,124)	(34,305)
Other income (expense):
Interest income	148	236	1,047
Interest expense	(8)	(20)	(4)
Change in fair value of equity securities	0	(733)	2,294
Change in fair value of the MSKCC success payments liability	(1,426)
Gain on extinguishment of PPP Loan	1,584
Other income	79	514
Total other income (expense)	377	(3)	3,337
Net loss before provision for (benefit from) income taxes	(66,602)	(36,127)	(30,968)
Provision for (benefit from) income taxes	321	(1,819)	(7,537)
Net loss	(66,923)	(34,308)	(23,431)
Other comprehensive loss:
Net unrealized loss on available-for-sale marketable securities	(135)
Net comprehensive loss	$ (67,058)	$ (34,308)	$ (23,431)
Net loss per share, basic and diluted	$ (2.11)	$ (4.01)	$ (2.80)
Weighted-average common shares outstanding, basic and diluted	31,663,243	8,546,741	8,374,674

Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Revenue from related party	$ 0	$ 7,250	$ 0

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Other Comprehensive Income (Loss)	Retained Earnings (Accumulated Deficit)
Temporary Equity, Beginning Balance at Dec. 31, 2018		$ 41,323
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2018		7,766,582
Beginning Balance at Dec. 31, 2018	$ 29,947		$ 1	$ 2,574		$ 27,372
Beginning Balance (in shares) at Dec. 31, 2018			8,705,171
Retroactive adjustment to beginning retained earnings for Adoption of ASC 606	(504)					(504)
Issuance of common stock on exercise of options	217			217
Issuance of common stock on exercise of stock options (in shares)			134,033
Stock-based compensation expense	1,234			1,234
Net loss and comprehensive loss	(23,431)					(23,431)
Net loss	(23,431)
Temporary Equity, Ending Balance at Dec. 31, 2019		$ 41,323
Temporary Equity, Ending Balance (in shares) at Dec. 31, 2019		7,766,582
Ending Balance at Dec. 31, 2019	7,463		$ 1	4,025		3,437
Ending Balance (in shares) at Dec. 31, 2019			8,839,204
Issuance of common stock to acquire in-process research and development, Value (see Note 4)	2,136			2,136
Issuance of common stock to acquire in-process research and development, Shares (see Note 4)			674,196
Issuance of common stock on exercise of options	270			270
Issuance of common stock on exercise of stock options (in shares)			197,429
Stock-based compensation expense	1,002			1,002
Net loss and comprehensive loss	(34,308)					(34,308)
Net loss	(34,308)
Temporary Equity, Ending Balance at Dec. 31, 2020		$ 41,323
Temporary Equity, Ending Balance (in shares) at Dec. 31, 2020		7,766,582
Ending Balance at Dec. 31, 2020	(23,437)		$ 1	7,433		(30,871)
Ending Balance (in shares) at Dec. 31, 2020			9,710,829
Issuance of Series C convertible preferred stock, net of issuance costs of $6.2 million		$ 108,827
Issuance of Series C convertible preferred stock, net of issuance costs of $6.2 million (in shares)		6,663,940
Conversion of convertible preferred stock into common stock	150,150	$ 150,150	$ 3	150,147
Conversion of convertible preferred stock into common stock (in shares)		(14,430,522)	26,234,654
Issuance of common stock upon initial public offering, net of issuance costs of $28.6 million	321,020		$ 2	321,018
Issuance of common stock upon initial public offering, net of issuance costs of $28.6 million (in shares)			21,850,000
Repayment of loan issued by stockholder	1,150			1,150
Issuance of common stock on exercise of options	$ 2,551			2,551
Issuance of common stock on exercise of stock options (in shares)	2,467,675		2,467,675
Stock-based compensation expense	$ 3,449			3,449
Net unrealized loss on available-for-sale marketable securities	(135)				$ (135)
Net loss and comprehensive loss	(66,923)					(66,923)
Net loss	(66,923)
Temporary Equity, Ending Balance at Dec. 31, 2021		$ 0
Temporary Equity, Ending Balance (in shares) at Dec. 31, 2021		0
Ending Balance at Dec. 31, 2021	$ 387,825		$ 6	$ 485,748	$ (135)	$ (97,794)
Ending Balance (in shares) at Dec. 31, 2021			60,263,158

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Convertible Preferred Stock
Payments of stock issuance costs	$ 6.2
Common Stock
Payments of stock issuance costs	$ 28.6

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (66,923)	$ (34,308)	$ (23,431)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	984	900	751
Loss on disposal of property and equipment	4	70	1
Change in fair value of equity securities	0	733	(2,294)
Non-cash consideration for licensing and collaboration revenue ($0, $7,500, and $0 from related party, respectively)		(7,577)	0
Stock-based compensation	3,449	1,002	1,234
Initial fair value of MSKCC success payments liability	0	2,654	0
Change in fair value of MSKCC success payments liability	1,426
Acquired in-process research and development	1,000	3,134
Extinguishment of PPP Loan and accrued interest	(1,578)
Amortization of premiums on marketable securities	52	0	0
Changes in operating assets and liabilities:
Accounts receivable	(1,003)	(146)	617
Contract assets	(160)	(492)	(836)
Other receivables	(1,800)	(540)	(870)
Prepaid expenses and other current assets	(4,043)	362	(1,348)
Other assets	(316)	(19)	(298)
Accounts payable	1,139	43	1,176
Accrued expenses and other current liabilities	4,281	2,291	703
Deferred revenue, current and long-term	29,637	(605)	(798)
Deferred rent and lease incentive liability	1,173	25	75
Other liabilities	(162)	(247)	425
Deferred tax liabilities	321	(495)	(7,113)
Net cash used in operating activities	(32,519)	(33,215)	(32,006)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equity securities		7,668	28,117
Purchases of property and equipment	(2,121)	(317)	(884)
Proceeds from sale of property and equipment		10	0
Payments to acquire in-process research and development	(1,000)	(998)	0
Purchases of marketable securities	(173,276)	0	0
Net cash provided by (used in) investing activities	(176,397)	6,363	27,233
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from initial public offering of common stock, net of offering costs	321,020
Proceeds from issuance of Series C convertible preferred stock, net of issuance costs	108,827
Proceeds from exercise of stock options	2,551	270	217
Repayment of promissory note	1,150
Payments on capital lease	(119)	(113)	(45)
Proceeds from PPP Loan	0	1,578	0
Net cash provided by financing activities	433,429	1,735	172
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	224,513	(25,117)	(4,601)
CASH AND CASH EQUIVALENTS —Beginning of period	15,953	41,070	45,671
CASH AND CASH EQUIVALENTS —End of period	240,466	15,953	41,070
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]
Cash and cash equivalents	240,420	15,953	41,070
Restricted Cash	46
CASH. CASH EQUIVALENTS, AND RESTRICTED CASH ON THE BALANCE SHEET	240,466	15,953	41,070
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	11	21	1,809
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITES:
Purchases of property and equipment unpaid at period end	265	15	886
Capital lease financing for purchase of assets	0	0	276
Issuance of common stock to acquire in-process research and development (Note 4)		2,136
Extinguishment of PPP Loan and accrued interest	1,578	0	$ 0
Non-cash consideration in exchange for licensing and collaboration revenue	0	$ 7,577
Conversion of convertible preferred stock to common stock at closing of initial public offering	$ 150,150

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Cash Flows [Abstract]
Non-cash consideration for licensing and collaboration revenue	$ 0	$ 7,500	$ 0

- Definition

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 946
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07.1(c))
-URI http://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.1(e))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

+ Details

Description of the Business, Organization, and Liquidity

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of the Business, Organization, and Liquidity

1. Description of the Business, Organization, and Liquidity

Business and Organization

Caribou Biosciences, Inc. (the “Company” or “we”) is a clinical-stage CRISPR genome-editing biotechnology company. We are developing an internal pipeline of allogeneic chimeric antigen receptor (“CAR”) T (“CAR-T”) and CAR-natural killer (“CAR-NK”) cell therapies. We incorporated in October 2011 as a Delaware corporation and are headquartered in Berkeley, California. We have four wholly-owned subsidiaries: Antler Holdco, LLC, incorporated in Delaware in April 2019; Microbe Holdco, LLC, incorporated in Delaware in June 2020; Arboreal Holdco, LLC, incorporated in Delaware in November 2020; and Biloba Holdco, LLC, incorporated in Delaware in April 2021. Another subsidiary, Caribou Therapeutics Holdco, LLC, was incorporated in Delaware in July 2014 and dissolved in December 2020. Our wholly-owned subsidiaries hold interests in our equity investments and do not have operating activities.

Initial Public Offering

On July 22, 2021, our registration statement on Form S-1 (File No. 333-257604) relating to our initial public offering (“IPO”) of common stock became effective. Our IPO closed on July 27, 2021, at which time we issued 19,000,000 shares of our common stock at a price of $16.00 per share. On August 9, 2021, we issued and sold an additional 2,850,000 shares of our common stock to the IPO underwriters pursuant to the full exercise of their over-allotment option to purchase additional shares at the public offering price of $16.00 per share. We received an aggregate of $349.6 million in gross proceeds and approximately $321.0 million in net proceeds from our IPO after deducting underwriting discounts and commissions and offering costs through the issuance of a total of 21,850,000 shares of our common stock. Upon closing of our IPO, all outstanding shares of our convertible preferred stock converted into 26,234,654 shares of our common stock.

In connection with the completion of our IPO, on July 27, 2021, our Certificate of Incorporation was amended and restated to provide for 300,000,000 authorized shares of common stock with a par value of $0.0001 per share and 10,000,000 authorized shares of preferred stock with a par value of $0.0001 per share.

Liquidity

We have incurred net losses and negative cash flows from operations since our inception and we had an accumulated deficit of $97.8 million as of December 31, 2021. During the year ended December 31, 2021, we incurred a net loss of $66.9 million and used $32.5 million of cash in operating activities. We expect to continue to incur substantial losses, and our ability to achieve and sustain profitability will depend on the successful development, approval, and commercialization of our product candidates and on our achievement of sufficient revenue to support our cost structure. We may never achieve profitability and, unless and until we do, we will need to continue to raise additional capital. Our management expects that existing cash, cash equivalents, and marketable securities of $413.5 million as of December 31, 2021, will be sufficient to fund our current operating plan for at least the next 12 months from the date of issuance of our consolidated financial statements.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Caribou Biosciences, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation.

Forward Stock Split

In July 2021, our board of directors and stockholders approved an amendment to our certificate of incorporation to effect a forward split of the shares of our outstanding common stock at a ratio of 1.818-for-1 (the “Forward Stock Split”), which became effective July 15, 2021. The number of authorized shares was increased as a result of the Forward Stock Split, but the par values of the common stock and preferred stock were not adjusted. All references to common stock,

options to purchase common stock, common stock share data, per share data, and related information contained in the consolidated financial statements have been retrospectively adjusted to reflect the effect of the Forward Stock Split for all periods presented.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent assets and liabilities at the date of our consolidated financial statements; and the reported amounts of revenue, income, and expenses during the reporting period. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, common stock valuation, stock-based compensation expense, accrued expenses related to research and development activities, valuation of the Memorial Sloan Kettering Cancer Center (“MSKCC”) success payments liability, and income taxes. Our management bases its estimates on historical experience and on various other assumptions that they believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from those estimates.

Segments

We operate and manage our business as one reportable and operating segment, which is the business of developing an internal pipeline of allogeneic CAR-T and CAR-NK cell therapies. Our president and chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating resources and evaluating financial performance. All long-lived assets are maintained in the United States.

Concentrations of Credit Risk and Other Uncertainties

Financial instruments that potentially subject us to concentration of credit risk consist of cash and cash equivalents, accounts receivable, contract assets, other receivables, and investments in marketable securities and equity securities. Substantially all of our cash and cash equivalents are deposited in accounts at two financial institutions, and account balances may at times exceed federally insured limits. We also mitigate the risks by investing in high-grade instruments, limiting our exposure to one issuer, and we monitor the ongoing creditworthiness of the financial institutions and issuers. We believe the financial institutions to be of high credit quality.

Licensees that represent 10% or more of our revenue and accounts receivable and contract assets are as follows:


	Revenue									Accounts Receivable and Contract Assets
	Years Ended									As of December 31,
	December 31, 2021			December 31, 2020			December 31, 2019			2021			2020
Licensee A			*			*		38.9	%			*			*
Licensee B		22.7	%		14.5	%		26.1	%		24.6	%		40.6	%
Licensee C			*			*		10.6	%			*			*
Licensee D, related party			*		60.7	%			*			*			*
Licensee E		41.4	%			*			*		45.1	%			*
Licensee F			*			*			*			*		13.2	%
Licensee G, related party			*			*			*			*		16.9	%
Licensee H			*			*			*			*		10.1	%
Licensee I			*			*			*			*			*
Total		64.1	%		75.2	%		75.6	%		69.7	%		80.8	%

*Less than 10%

We monitor economic conditions to identify facts or circumstances that may indicate if any of our accounts receivable are not collectible or if the contract assets should be impaired. No allowance for doubtful accounts was recorded as of December 31, 2021 and 2020, respectively.

Revenue Recognition

We determine whether agreements are within the scope of Accounting Standard Codification (“ASC”) Topic 606, Revenue from contracts with customers, (“ASC 606”) or other topics at the effective date of an agreement. For agreements that are determined

to be within the scope of ASC 606, revenue is recognized when a licensee, or customer, obtains control of promised goods or services (e.g., an intellectual property license). The amount of revenue recognized reflects the consideration that we expect to be entitled to receive in exchange for these goods and services. To achieve this core principle, we apply the following five steps (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as we satisfy a performance obligation.

Our revenues are primarily derived through license and/or license and collaboration agreements. The terms of these types of agreements may include (i) licenses for our technology, (ii) research and development services, and (iii) services or obligations in connection with our participation in research or governance committees. Payments to us under these arrangements typically include one or more of the following: nonrefundable upfront license fees, maintenance fees, milestones, and other contingent payments to us for the achievement of defined collaboration objectives and certain preclinical, clinical, regulatory, and sales-based events, as well as royalties on sales of any commercialized products.

We assess whether the promises in our arrangements with customers are considered distinct performance obligations that should be accounted for separately. Judgment is required to determine whether a license to our intellectual property is distinct from research and development services or participation on research or governance committees.

If a license to intellectual property controlled by us is determined to be distinct from the other performance obligations identified in the agreement, we recognize revenues allocated to the license at the point in time when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are combined with other promises, we utilize our judgment to 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. We evaluate the measure of progress using the input method for each reporting period and, if necessary, adjust the measure of performance and related revenue recognition.

Certain of our license agreements as well as our license and collaboration agreement include contingent milestone payments. Such milestone payments are typically payable when the collaborator or licensee achieves certain predetermined clinical, regulatory, and/or commercial milestones. Milestone payments that are not within our control or the control of the collaborator or licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At each reporting date, we reevaluate whether the milestones are considered probable of being reached, and we estimate the amount to be included in the transaction price by using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price in such period of determination.

Our license and or collaboration and license agreements may also include contingent payments related to sales-based milestones. Sales-based milestones are typically payable when annual sales of a covered product reach specified levels. Sales-based milestones are recognized at the later of when the associated performance obligation has been satisfied or when the sales occur. Unlike other contingency payments, such as regulatory milestones, sales-based milestones are not included in the transaction price based on estimates at the inception of the contract, but rather, are included when the sales or usage occur. We use the sales-based royalty exception because the license is a predominant item to which sales-based royalties relate.

Certain of our license agreements have two performance obligations: a license and a material right for annual license renewals. Such license agreements require payments of non-refundable annual license fees by the licensee (referred to as maintenance fees in the license agreements), which are accounted for as material rights for license renewals. We recognize revenue when the license is delivered and the term commences. Revenue for the material right for license renewals is recognized at the point in time that the annual license fee is paid by the licensee and the renewal period begins.

Customer payments are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until we satisfy our performance obligations under these arrangements. Amounts payable to us are recorded as accounts receivable if invoiced or as contract assets, when our right to consideration is unconditional.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability (Note 3).

Cash and Cash Equivalents

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2021, cash and cash equivalents consisted of cash, money market funds, and commercial paper securities. As of December 31, 2020, cash and cash equivalents consisted of cash and money market funds.

Restricted Cash

We define restricted cash as cash and cash equivalents that cannot be withdrawn or used for general operating activities. Our restricted cash consists of a letter of credit with a financial institution related to one of our workers’ compensation insurance policies. As of December 31, 2021, we had less than $0.1 million of restricted cash, which was recorded in other assets in our consolidated balance sheets. We did not have any restricted cash as of December 31, 2020.

Marketable Securities

Our short-term and long-term marketable securities are available for sale securities and consist of U.S. Treasury bills, commercial paper, U.S. government agency bonds, and corporate debt securities. We classify those securities that mature in more than 12 months as long-term investments in the consolidated balance sheets. We record at estimated fair value based on quoted market prices or observable market inputs of almost identical assets, with the unrealized holding gains or losses recorded in other comprehensive loss in the consolidated statements of operations and comprehensive loss. The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity, which are both recorded to interest income in the consolidated statements of operations and comprehensive loss.

Changes in the fair value of available-for-sale securities impact the consolidated statements of operations and comprehensive loss only when such securities are sold, or if an impairment is recognized. Realized gains and losses on the sale of securities are determined by specific identification of each security’s cost basis. We regularly review our investment portfolio to determine if any security is impaired, which would require us to record an impairment charge in the period any such determination is made. In making this judgment, we consult with our investment managers and consider available quantitative and qualitative evidence in evaluating potential impairment of our investments on a quarterly basis. If the cost of an individual investment exceeds its fair value, we evaluate, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and our intent and ability to hold the investment. Once a decline in fair value is determined to be other-than-temporary, an impairment charge will be recorded to other expense, net, in the consolidated statements of operations and comprehensive loss and a new cost basis in the short-term investment will be established. During the year ended December 31, 2021, we did not record any impairment related to other-than-temporary declines in the fair value of our marketable securities. We did not have any short-term and long-term marketable securities as of December 31, 2020.

Investments in Equity Securities

We may receive as consideration under our license agreements equity securities of private or public companies (an “investee”). If we determine that we do have control over these investees under either the Variable Interest Entity (“VIE”) or voting models, we then determine if we have an ability to exercise significant influence via voting interests, board of director representation, or other business relationships. If we conclude that we do not have an ability to exercise significant influence over an investee, we account for our investment at fair value and may elect to account for an equity security without a readily determinable fair value using a measurement alternative. This measurement alternative allows us to measure the equity investment at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

During the year ended December 31, 2020, we sold our remaining common stock in Intellia Therapeutics, Inc. (“Intellia”) for $7.7 million of cash proceeds. Intellia shares are publicly traded and were accounted for at fair value, which was Intellia’s closing price of common stock on Nasdaq at the end of each reporting period. We recognized changes in fair value of $0.7 million in other income (expense) in the consolidated statements of operations and comprehensive loss until the Intellia shares were sold.

As of December 31, 2021 and 2020, investments in equity securities, long-term, consisted primarily of our investment in the preferred stock of a private company, related party (Note 7). We concluded that our shares of the private company’s preferred stock are not in substance common stock and, since these securities do not have readily determinable fair value, we account for our investment in the private company’s preferred stock using the alternative measurement method. As of December 31, 2021 and 2020, we did not recognize any impairment loss related to this investment.

Property and Equipment

Property and equipment are recorded at cost, net of accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets, generally three to 10 years. Leasehold improvements are capitalized and amortized over the shorter period, expected life or lease term. Major replacements and improvements are capitalized, while general repairs and maintenance are expensed as incurred.

Upon retirement or sale of the assets, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheets and the resulting gain or loss are recorded in the consolidated statements of operations and comprehensive loss.

Impairment of Long-Lived Assets

We evaluate the carrying amount of our long-lived assets whenever events or changes in circumstances indicate that the assets may not be recoverable. An impairment loss is recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than the carrying amount of the asset. To date, there have been no such impairment losses.

Leases

Our lease agreements for our laboratory and office facilities are classified as operating leases. Rent expense is recognized on a straight-line basis over the term of the lease. Incentives granted under our facilities leases, including allowances to fund leasehold improvements and rent holidays, are recorded to a deferred rent and lease incentive liability and are recognized as reductions to rental expense on a straight-line basis over the term of the leases.

Lease agreements that contain a bargain purchase option, a full transfer of ownership at the completion of the lease term, a lease term that is at least 75% of the useful lives of the assets, or present value of payments in excess of 90% of fair market value of the leased asset are accounted for as capital leases. We capitalize capital leases in property and equipment and the related amortization of assets under capital leases is included in depreciation and amortization expense in our consolidated statements of operations and comprehensive loss. Initial asset values and lease obligations are based on the present value of future minimum lease payments.

Deferred Issuance Costs

Issuance costs, consisting of legal, accounting, audit, and filing fees relating to in-process equity financings, including our IPO, are capitalized. Deferred issuance costs are offset against offering proceeds upon the completion of an equity financing or an offering. In the event an equity financing or an offering is terminated or delayed, deferred issuance costs will be expensed immediately as a charge to general and administrative expenses in the consolidated statements of operations and comprehensive loss. As of December 31, 2021 and 2020, we did not capitalize any issuance costs.

Convertible Preferred Stock

We recorded convertible preferred stock at fair value on the dates of issuance, net of issuance costs. The convertible preferred stock was recorded outside of stockholders’ equity (deficit) because the preferred shares contain liquidation features outside of our control. We elected not to adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because it is uncertain whether or when an event would occur that would obligate us to pay the liquidation preferences to holders of shares of convertible preferred stock. All outstanding convertible preferred stock converted into common stock in connection with the closing of our IPO and were reclassified to common stock and additional paid-in-capital.

MSKCC Success Payments Liability

Under the terms of our Exclusive License Agreement, dated November 13, 2020, with MSKCC (Note 4), we are obligated to make success payments and a change of control payment if our stock price increases by certain multiples of increasing value based on a comparison of the fair market value of our common stock with $5.1914 per share, adjusted for any future stock splits, during a specified time period. The success payments liability is accounted for under ASC 815, Derivatives and Hedging. The nature of the success payments liability is contingent consideration for the MSKCC exclusive license and, as such, it was accounted for as research and development expenses at estimated fair value at inception. The success payments liability is remeasured at fair value at each subsequent balance sheet date, and changes in the fair value of the success payments liability are included in other income (expense) in the consolidated statements of operations and comprehensive loss.

To determine the estimated fair value of the MSKCC success payments liability, we use a Monte Carlo simulation methodology that models the future movement of stock prices based on several key variables. The following variables were incorporated in the estimated fair value of the success payments liability: estimated term of the success payments, fair value of common stock, expected volatility, risk-free interest rate, and estimated number and timing of valuation measurement dates on the basis of which payments may be triggered. The computation of expected volatility was estimated using a combination of available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected term assumption and projected volatility. There are several valuation measurement dates that may trigger payments under the MSKCC Agreement and are considered in our valuation of the MSKCC success payments liability (Note 4).

Research and Development Expenses and Accrued Liabilities

Research and development expenses are charged to expense as incurred. Research and development expenses include certain payroll and personnel expenses; laboratory supplies; consulting costs; external clinical research and development expenses; and allocated overhead, including rent, equipment depreciation, and utilities.

We record accrued liabilities for estimated costs of our research and development activities conducted by third-party service providers. We record the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and include these costs in accrued liabilities in the consolidated balance sheets and within research and development expenses in the consolidated statements of operations and comprehensive loss. We accrue for these costs based on factors such as estimates of the work completed and in accordance with the third-party service agreements. If we do not identify costs that have begun to be incurred or if we underestimate or overestimate the level of services performed or the costs of these services, actual expenses could differ from our estimates. To date, we have not experienced any material differences between accrued costs and actual costs incurred.

We make payments in connection with clinical trials to contract manufacturing organizations (“CMOs”) that manufacture the material for our product candidates and to clinical research organizations (“CROs”) and clinical trial sites that conduct and manage our clinical trials. The financial terms of these contracts are subject to negotiation, which vary by contract and may result in payments that do not match the periods over which materials or services are provided. Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price or on a time and materials basis. In the event we make advance payments for goods or services that will be used or rendered for future research and development activities, the payments are deferred and capitalized as a prepaid expense and recognized as expense as the goods are received or the related services are rendered. These payments are evaluated for current or long-term classification based on when they are expected to be realized.

Acquisition of In-Process Research and Development Assets

We measure and recognize acquired in-process research and development assets, which include licenses, know-how, patents, and transaction fees, at cost. Goodwill is not recognized in asset acquisitions. If acquired in-process technology is determined to not have an alternative future use, the cost is charged to research and development expenses at the acquisition date.

Patent Costs

We expense costs as incurred for filing, prosecuting, and maintaining patents and patent applications, including certain of the patents and patent applications that we license from third parties. We classify these costs as general and administrative expenses in our consolidated statements of operations and comprehensive loss. In addition, we are entitled to receive reimbursement from third parties for a portion of the filing, prosecution, and maintenance costs for certain patents and patent applications. We accrue for these reimbursements as the respective expenses are incurred, and we classify such reimbursements as a reduction of general and administrative expenses. During the years ended December 30, 2021, 2020, and 2019, we incurred gross patent costs of $12.3 million, $11.2 million, and $8.5 million, respectively. During the years ended December 31, 2021, 2020, and 2019, we recorded $7.1 million, $5.8 million, and $4.4 million, respectively, of patent cost reimbursements as a credit to general and administrative expenses.

Stock-Based Compensation Expense

Stock-based compensation expense related to awards to employees is measured at the grant date based on the fair value of the award. The fair value of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service period of the awards, which is generally the vesting period, and is adjusted for pre-vesting forfeitures in the period in which the forfeitures occur.

We use the Black-Scholes valuation model as the method for determining the estimated fair value of stock options and stock purchases under our 2021 Employee Stock Purchase Plan (“ESPP”) with the following assumptions:

Fair Market Value of Common Stock — Prior to our IPO, the fair market value of our common stock was determined by our board of directors with assistance from management and external valuation experts. Our approach to estimating the fair market value of our common stock was consistent with the methods outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Following our IPO, the fair market value of our common stock is based on its closing price on Nasdaq as reported on the date of the stock option grant.

Expected Term — Expected term represents the period that our stock-based awards are expected to be outstanding and is determined using the simplified method. The expected term for our stock purchases under our ESPP is the offering period.

Expected Volatility — Expected volatility is estimated based on the average historical volatilities of common stock of comparable publicly traded entities over a period equal to the expected term of the stock option grants, as we do not have sufficient trading history for our common stock. Comparable companies are chosen based on their size, stage in the life cycle, or area of specialty. We will continue to apply this process for stock options and ESPP stock purchases until enough historical information regarding the volatility of our stock price becomes available.

Expected Dividends — Expected dividends is zero as we have never paid dividends on our common stock and have no plans to do so for the foreseeable future.

Risk-Free Interest Rate — Risk-free interest rate is based on the U.S. Treasury zero-coupon issued in effect at the time of grant for periods corresponding with the expected term of the award.

Stock-based compensation expense related to awards to non-employees, such as consultants, is recognized based on the then-current fair value at each grant date over the associated service period of the award, which is generally the vesting term, using the straight-line method. The fair value of non-employee stock options and restricted stock awards is estimated using the Black-Scholes valuation model with assumptions generally consistent with those used for employee stock options.

Income Taxes

We account for income taxes using the asset and liability method. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Tax benefits related to uncertain tax positions are recognized when it is more likely than not that a tax position will be sustained during an audit. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax.

Other Income

We recognize fees earned from sources not considered to be within the normal course of business in other income within the statements of operations and comprehensive loss. During the year ended December 31, 2021, we recognized $0.1 million of other income mainly related to receiving corporate credit card rewards. During the year ended December 31, 2020, we recognized $0.5 million related to the sale of certain patents and patent applications, which was not an ordinary business activity.

Comprehensive Loss

Comprehensive loss is composed of net loss and other comprehensive income (loss). Other comprehensive income (loss) consists primarily of unrealized gains and losses on available-for-sale marketable securities.

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration of potential dilutive securities. Diluted net loss per share is computed by dividing the net loss by the sum of the weighted-average number of common shares outstanding during the period plus the dilutive effects of potentially dilutive securities outstanding during the period. Potentially dilutive securities include convertible preferred shares, common stock

options, and common shares subject to nonrecourse notes. For all periods presented, diluted net loss per share is the same as basic net loss per share since the effect of including potential common shares is anti-dilutive.

Prior to the conversion of our preferred stock in connection with our IPO, we used the two-class method to calculate net loss per share. Our convertible preferred stock contained participation rights in any dividend paid by us and was deemed to be a participating security. Participating securities did not have a contractual obligation to share in losses. As such, the net loss was attributed entirely to common stockholders.

For all periods presented, diluted net loss per share is the same as basic net loss per share since the effect of including potential common shares is anti-dilutive.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard-setting bodies and adopted by us as of the specified effective date.

New Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize in its statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. We may elect not to apply Topic 842 to short-term leases with a term of 12 months or less. We will adopt the new standard as of January 1, 2022, using the modified retrospective method and record a cumulative catch-up to our accumulated deficit. We also plan to elect the package of practical expedients permitted under the transition guidance, which allows us to carry forward the historical lease classification of contracts entered into prior to January 1, 2022. We identified our lease portfolio and are in the process of calculating the impact of this standard. We are also implementing new processes and controls to account for leases in accordance with the new standard. We believe the most significant changes to our consolidated financial statements will relate to the recognition of right-of-use assets and offsetting lease liabilities for operating leases in our consolidated balance sheets. We do not expect the standard to have a material impact on our cash flows or results of operations.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). This ASU provides guidance on the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 will replace the current incurred loss impairment approach with a methodology to reflect expected credit losses and it requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates. This ASU is to be applied on a modified retrospective approach and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, and interim reporting periods within fiscal years beginning after December 15, 2023. Early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

Emerging Growth Company

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to those of companies that comply with the new or revised accounting pronouncements as of public company effective dates.

We may early adopt multiple accounting standards, as the JOBS Act does not preclude an emerging growth company from adopting a new or revised accounting standard earlier than the time that such standard applies to private companies to the extent early adoption is allowed by the accounting standard. We expect to use the extended transition period for any other new or revised accounting standards during the period in which we remain an emerging growth company.

Fair Value Measurements of Financial Instruments

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements of Financial Instruments

3. Fair Value Measurements of Financial Instruments

The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value are classified in their entireties based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires our management to make judgments and consider factors specific to the asset or liability.

Our financial instruments consist of Level 1, Level 2, and Level 3 financial instruments. We generally classify our marketable securities as Level 2. Instruments are classified as Level 2 when observable market prices for identical securities that are traded in less active markets are used. When observable market prices for identical securities are not available, such instruments are priced using benchmark curves, benchmarking of like securities, sector groupings, matrix pricing, and valuation models. These valuation models are proprietary to the pricing providers or brokers and incorporate a number of inputs, including in approximate order of priority: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. For certain security types, additional inputs may be used, or some of the standard inputs may not be applicable. Evaluators may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs listed are available for use in the evaluation process for each security evaluation on any given day. Level 1 financial instruments are comprised of money market funds and U.S. Treasury bills. Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable. Level 3 financial instruments consist of the MSKCC success payments liability.

The following table sets forth our financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):


	Fair Value Measurements as of December 31, 2021
	Total		Level 1		Level 2		Level 3
Assets:
Money market fund investments (included in cash and cash equivalents)	$	181,528	$	181,528	$	—	$	—
Commercial paper ($58,892 included in cash and cash equivalents)		141,676		—		141,676		—
Corporate debt securities		38,649		—		38,649		—
U.S. Treasury bills		26,590		26,590		—		—
U.S. government agency bonds		25,065		—		25,065		—
Total fair value of assets	$	413,508	$	208,118	$	205,390	$	—

Liabilities:
MSKCC success payments liability	$	4,080	$	—	$	—	$	4,080
Total fair value of liabilities	$	4,080	$	—	$	—	$	4,080


	Fair Value Measurements as of December 31, 2020
	Total		Level 1		Level 2		Level 3
Assets:
Money market fund investments (included in cash and cash equivalents)	$	15,953	$	15,953	$	—	$	—
Total fair value of assets	$	15,953	$	15,953	$	-	$	—

Liabilities:
MSKCC success payments liability	$	2,654	$	—	$	—	$	2,654
Total fair value of liabilities	$	2,654	$	—	$	—	$	2,654

The fair value and amortized cost of cash equivalents and available-for-sale marketable securities by major security type as of December 31, 2021 are presented in the following table (in thousands):


	As of December 31, 2021
	Amortized Cost Basis		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Money market investments (included in cash equivalents)	$	181,528	$	-	$	—		$	181,528
Commercial paper ($58,892 included in cash equivalents)		141,726		1		(51	)		141,676
U.S. government agency bonds		25,102		-		(37	)		25,065
Corporate debt securities		38,661		4		(16	)		38,649
U.S. Treasury bills		26,626		1		(37	)		26,590
Total cash equivalents and marketable securities	$	413,643	$	6	$	(141	)	$	413,508

Classified as:
Cash equivalents								$	240,420
Marketable securities, short-term									135,412
Marketable securities, long-term									37,676
Total cash equivalents and marketable securities								$	413,508

As of December 31, 2021, our available-for-sale marketable securities had been in a continuous unrealized loss position, each for less than 12 months. As of December 31, 2021, no significant facts or circumstances were present to indicate a deterioration in the creditworthiness of the issuers of the available-for-sale marketable securities we hold, and we have no requirement or intention to sell these securities before maturity or recovery of their amortized cost basis. We considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and determined that our investments were not significantly impacted. For each security with a fair value less than its amortized cost basis, we determined the decline in fair value below amortized cost basis to be immaterial, and therefore no other than temporary impairment loss has been recorded. During the years ended December 31, 2021, 2020, and 2019, we did not recognize any impairment losses on our investments.

The following table sets forth a summary of the changes in the fair value of our Level 3 financial liability (in thousands):


	MSKCC Success Payments Liability
Balance at January 1, 2020	$	—
Fair value at issuance		2,654
Change in fair value		—
Balance at December 31, 2020	$	2,654
Change in fair value		1,426
Balance at December 31, 2021	$	4,080

Our liability for the MSKCC success payments is carried at fair value and changes are recognized as expense or income as part of other income (expense) until the success payments liability is paid or expires (Note 4). The fair value of the MSKCC success payments liability at the issuance date, November 13, 2020 (the effective date of the MSKCC Agreement), was $2.7 million and the change in fair value from the issuance date to December 31, 2020 was not material to our consolidated financial statements. We

recorded $1.4 million change in fair value of the MSKCC success payments liability in other income (expense) in our consolidated statements of operations and comprehensive loss for year ended December 31, 2021.

We utilize a Monte Carlo simulation model that models the future movement of stock prices based on several key variables. This model requires significant estimates and assumptions in determining the estimated fair value of the MSKCC success payments liability at each balance sheet date. The assumptions used to calculate the fair value of the MSKCC success payments are subject to a significant amount of judgment including the expected volatility that was estimated using available information about the historical volatility of stocks of publicly traded companies that are similar to us, the estimated term, and the estimated number and timing of valuation measurement dates. The table below summarizes key assumptions used in the valuation of MSKCC success payments liability:


	As of December 31, 2021			As of December 31, 2020
Fair value of common stock	$	15.09		$	5.46
Risk-free interest rate		1.52	%		0.93	%
Expected volatility		75	%		80	%
Probability	7.0% to 20.9%			4.4% to 13.4%
Expected term (years)	4.2 to 5.5			4.7 to 5.7

The computation of expected volatility was estimated using a combination of available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected term assumption and the historical and implied volatility of our stock. The risk-free interest rate, expected volatility, and expected term assumptions depend on the estimated timing of our phase 1 clinical trial for our product candidate utilizing the know-how, biological materials, and intellectual property licensed under the MSKCC Agreement and the U.S. Food and Drug Administration (“FDA”) approval of this product candidate. In addition, we incorporated the estimated number and timing of valuation measurement dates in the calculation of the MSKCC success payments liability.

A small change in the assumptions and other inputs, such as the fair value of our common stock, may have a relatively large change in the estimated valuation and associated liability and expense or income.

The carrying value of the promissory note pursuant to the Paycheck Protection Program (“PPP”) administered by the Small Business Administration (the “SBA”) under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) approximated its fair value as of December 31, 2020 (Note 8). On May 22, 2021, our PPP Loan was forgiven in full by the SBA.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Significant Agreements

12 Months Ended

Dec. 31, 2021

Significant Agreements [Abstract]

Significant Agreements

4. Significant Agreements

The Regents of the University of California and the University of Vienna

We entered into an Exclusive License Agreement, dated April 16, 2013 (as amended, the “UC/Vienna Agreement”) with The Regents of the University of California (“UC”) and the University of Vienna (“Vienna”) (together, “UC/Vienna”) wherein UC/Vienna granted us an exclusive worldwide license, with the right to sublicense, in all fields to the foundational CRISPR-Cas9 patent family co-owned by UC, Vienna, and Dr. Emmanuelle Charpentier (the “CVC IP”). Dr. Charpentier has not granted us any rights, either directly or indirectly. The UC/Vienna Agreement continues until the last-to-expire patent or last-to-be-abandoned patent application within the CVC IP; provided, however, that UC/Vienna may terminate the UC/Vienna Agreement upon the occurrence of certain events and we may terminate the UC/Vienna Agreement at our sole discretion upon written notice. Without patent term adjustment or patent term extension, the CVC IP will expire in 2033. The UC/Vienna Agreement includes certain diligence milestones that we must meet. For products and services sold by us that are covered by the CVC IP, we will owe low- to mid-single-digit percent royalties on net sales, subject to a minimum annual royalty. Prior to the time that we are selling products, we owe UC/Vienna an annual license maintenance fee. We may owe UC/Vienna up to $3.4 million in certain regulatory and clinical milestone payments in the field of human therapeutics and diagnostics for products that are covered by the CVC IP and developed by us, an affiliate, or a sublicensee. Additionally, we pay UC/Vienna a specified percentage of sublicensing revenue, including cash and equity, we receive from sublicensing the CVC IP, subject to certain exceptions. If we include intellectual property owned or controlled by us in a sublicense to the CVC IP, we pay UC/Vienna a low double-digit percentage of sublicensing revenues received under the sublicense. If we do not include intellectual property owned or controlled by us in a sublicense to the CVC IP, we pay UC/Vienna 50% of sublicensing revenues received under the sublicense. To date, we have entered into over 20 sublicensing agreements in a variety of fields such as human therapeutics, forestry, agriculture, research reagents, transgenic animals, certain livestock targets, internal research, bioproduction, cell lines, and microbial applications that include the CVC IP as well as other Cas9 intellectual property owned or controlled by us. We are obligated to reimburse UC for its prosecution and maintenance costs of the CVC IP.

For the years ended December 31, 2021, 2020, and 2019 we incurred $1.5 million, $0.8 million, and $0.8 million, respectively, for payments we owe to UC related to sublicensing revenues, which we recorded in research and development expenses in our consolidated statements of operations and comprehensive loss.

For the years ended December 31, 2021, 2020, and 2019 we reimbursed UC $10.5 million, $9.2 million, and $6.7 million, respectively, for prosecution and maintenance costs of the CVC IP, which we recorded in general and administrative expenses in our consolidated statements of operations and comprehensive loss.

On December 15, 2016, we entered into a Consent to Assignments, Licensing and Common Ownership and Invention Management Agreement (“IMA”) relating to the CVC IP. Under the IMA, CRISPR Therapeutics AG (“CRISPR”) reimburses us 50% of the amounts we reimburse UC for patent prosecution and maintenance costs of the CVC IP. For the years ended December 31, 2021, 2020, and 2019, CRISPR reimbursed us $5.2 million, $4.2 million, and $3.1 million, respectively, which we recorded as reductions of general and administrative expenses in our consolidated statements of operations and comprehensive loss.

Memorial Sloan Kettering Cancer Center

Under the MSKCC Agreement, we exclusively licensed know-how, biological materials, and intellectual property relating to humanized single-chain variable fragments targeting CD371 for use in T cells, NK cells, and genome-edited induced pluripotent stem cells for allogeneic CD371-targeted cell therapy (currently used in our CB-012 product candidate). We paid MSKCC an upfront payment of $0.5 million in cash and $2.1 million in stock. For each licensed CD371 product, we may owe potential clinical, regulatory, and commercial milestone payments totaling $112.0 million. In addition, in the event we, our affiliates, or sublicensees, receive regulatory approval for a licensed CD371 product, we will owe low- to mid-single-digit percent royalties on net sales by us, our affiliates, and our sublicensees. Our license from MSKCC includes the right to sublicense through multiple tiers and we will owe MSKCC a percentage of upfront cash or equity received from our sublicensees. The percentage owed decreases as our licensed CD371 product candidate moves through development, starting at a low-double-digit percentage if clinical trials have not yet begun and decreasing to a mid-single-digit percentage if our licensed CD371 product candidate is in later clinical trial stages. We are also responsible for paying a percentage of licensed patent costs. The MSKCC Agreement includes certain diligence milestones that we must meet by specified dates, which may be extended upon payment of additional fees.

MSKCC is entitled to certain success payments if our common stock fair value increases by certain multiples of increasing value based on a comparison of the fair market value of our common stock to $5.1914 per share, adjusted for any future stock splits (the “Initial Share Price”), during a specified time period. Under the MSKCC Agreement, as a publicly traded company, our common stock fair value is determined by any given 45-day volume weighted-average trading price. At our option, success payments to MSKCC may be made in cash or common stock. The relevant time period commences when the first patient is dosed with a licensed CD371 product candidate in the first phase 1 clinical trial and ends upon the earlier of the third anniversary from the approval of our, or our affiliate’s, or sublicensee’s, biologics license application by the FDA or 10 years from the date the first patient was dosed with a licensed CD371 product candidate in the first phase 1 clinical trial. The aggregate success payments will not exceed $35.0 million. Additionally, if we undergo a change of control during the specified time period, we may owe a change of control payment, depending upon the increase in our stock price due to the change of control and also to what extent success payments have already been paid by us to MSKCC. In no event will the combination of success payments and the change of control payment owed to MSKCC exceed $35.0 million.

The following table summarizes the amounts of the MSKCC success payments:


Multiple of Initial Share Price giving rise to a success payment	5x		10x		15x
MSKCC success payments (in millions)	$	10.0	$	10.0	$	15.0

We may terminate the MSKCC Agreement upon 90 calendar days’ prior written notice to MSKCC. MSKCC may terminate the MSKCC Agreement in the event of our uncured material breach, bankruptcy, or criminal activity. If MSKCC materially breaches the MSKCC Agreement in certain circumstances (e.g., granting a third party a license in our field) then, during the time of such uncured breach, MSKCC will not be entitled to receive any success payments or any change of control payment.

As of December 31, 2021 and 2020, the estimated fair value of the total success payments obligation to MSKCC was $4.1 million and $2.7 million, respectively, which was included in long-term liabilities in our consolidated balance sheets. The change in fair value from the issuance date to December 31, 2020 was not significant to our consolidated financial statements. For the year ended December 31, 2021, we recognized $1.4 million of change in fair value of the MSKCC success payments liability, which was recorded in other income (expense) in our consolidated statements of operations and comprehensive loss.

Intellia Therapeutics, Inc.

On July 16, 2014, we entered into a License Agreement (as amended, the “Intellia License Agreement”) and a Services Agreement with Intellia, LLC, to which Intellia Therapeutics, Inc. (“Intellia”) is a successor in interest. Under the Intellia License Agreement, we granted Intellia an exclusive worldwide license, with the right to sublicense, to certain CRISPR-Cas9 technology for a defined field of human therapeutics, including a license to certain of our future CRISPR-Cas9 intellectual property until our direct or indirect percentage of Intellia’s common stock dropped below 10% (the “IP Cut-off Date”). Intellia granted us an exclusive worldwide license, with the right to sublicense, to certain of its CRISPR-Cas9 technology for all fields outside of the defined field of human therapeutics, including a license to certain of Intellia’s future CRISPR-Cas9 intellectual property until the IP Cut-off Date. Each party had the right to opt in to any licenses in its field of use entered into by the other party prior to the IP Cut-off Date, subject to the terms and conditions of the license. The IP Cut-off Date occurred on January 30, 2018. Under the Intellia License Agreement, each party is responsible for 30% of the other party’s expenses for prosecution and maintenance of the licensed intellectual property. For each of the years ended December 31, 2021, 2020, and 2019 we reimbursed Intellia less than $0.1 million, which was recorded as general and administrative expenses in our consolidated statements of operations and comprehensive loss. During each of the years ended December 30, 2021, 2020, and 2019 Intellia reimbursed us $1.9 million, $1.5 million, and $1.2 million, respectively (including reimbursement for a portion of the patent prosecution and maintenance costs of the CVC IP paid to UC), which were recorded as reductions of general and administrative expenses in our consolidated statements of operations and comprehensive loss. The term of the Intellia License Agreement continues for the life of the licensed patents and patent applications; provided, however, either party may terminate the agreement upon the occurrence of certain events.

On June 16, 2021, we entered into a leaseback agreement with Intellia (the “Leaseback Agreement”). Pursuant to the Leaseback Agreement, in exchange for Intellia’s grant to us of an exclusive license to certain intellectual property relating to CRISPR-Cas9, including Cas9 chRDNAs, for use solely in the manufacture of our CB-010 product candidate, we paid Intellia an upfront cash payment of $1.0 million and will pay up to $23.0 million in potential future regulatory and sales milestones. Additionally, we will owe Intellia low- to mid- single-digit percent royalties on net sales of our CB-010 product candidate by us, our affiliates, and sublicensees until the expiration, abandonment, or invalidation of the last patent within the intellectual property relating to CRISPR-Cas9, including that relating to Cas9 chRDNAs (i.e., 2036, without patent term adjustment or patent term extension).

Pioneer Hi-Bred International, Inc. (now Corteva Agriscience)

On July 13, 2015, we and Pioneer Hi-Bred International, Inc. (“Pioneer”) (now Corteva Agriscience), then a DuPont company (“DuPont”), entered into an Amended and Restated Collaboration and License Agreement, as amended (the “Pioneer Agreement”). Under the terms of the Pioneer Agreement, we and Pioneer cross —licensed CRISPR intellectual property portfolios. Pioneer granted us an exclusive worldwide license, with the right to sublicense, to its CRISPR intellectual property in the field of research tools, as well as a non-exclusive worldwide license to such intellectual property in human and animal therapeutics, industrial biotechnology, certain agriculture segments, and other fields; and we granted Pioneer an exclusive worldwide license, with the right to sublicense, to our CRISPR intellectual property, including the CVC IP, in a defined field of agriculture relating to specified row crops, as well as a non-exclusive worldwide license to the intellectual property in other agricultural applications, industrial biotechnology, nutrition and health, and other fields. The Pioneer Agreement continues until the expiration, abandonment, or invalidation of the last patent or patent application within the licensed intellectual property; provided, however, that the parties may terminate the Pioneer Agreement by mutual consent or either party may unilaterally terminate the Pioneer Agreement in the event of an uncured breach of a payment obligation, bankruptcy, or failure to maintain or own licensed intellectual property by the other party if the non-breaching party is materially adversely affected by the failure. We are obligated to pay low-single-digit percent royalties to Pioneer for the sales of our products in the research tools field as well as certain sublicensing revenues in that field. We are eligible to receive milestone payments from Pioneer if certain regulatory and commercial milestones are met related to specified row crops, for a total of up to $22.4 million, as well as to receive low-single-digit percent royalties for sales of defined agricultural products and certain sublicensing revenues in that field. In March 2021, we received a milestone payment of $0.3 million from Pioneer. Under the Pioneer Agreement, we and Pioneer also entered into a three-year collaboration, funded by Pioneer, which ended in 2016. Initially, Pioneer owned the patents and patent applications developed under the collaboration, including the chRDNA patent family, and granted us an exclusive license to these patents and patent applications in the fields of research tools and therapeutics.

In December 2020, we and Pioneer entered into an amendment to the Pioneer Agreement under which Pioneer assigned to us the chRDNA patent family developed under the research collaboration, and we paid Pioneer an upfront payment of $0.5 million. We considered the payment to Pioneer in accordance with revenue recognition guidance and accounted for it as a reduction of the licensing and collaboration revenue in our consolidated statements of operations and comprehensive loss. In addition to the upfront payment, we are now obligated to pay all patent prosecution and maintenance costs for the chRDNA patent family; up to $2.8 million in regulatory milestone payments for therapeutic products developed by us, our affiliates, or licensees that are covered by the chRDNA patent family; up to $20.0 million in sales milestones over a total of four therapeutics products sold by us, our affiliates, or

licensees that are covered by the chRDNA patent family; and a low-single-digit percentage of licensing revenue we receive for licensing the chRDNA patent family after December 2020.

During the year ended December 31, 2021, we incurred $0.8 million for payments we owe to Pioneer related to licensing revenues, which we recorded as a research and development expense in our consolidated statements of operations and comprehensive loss. No licensing fees payments were incurred to Pioneer during the years ended December 31, 2020 and 2019.

Genus plc

On May 12, 2016, we entered into a Research Collaboration and License Agreement (as amended, the “Genus Agreement”) with Genus plc (“Genus”) under which we granted Genus an exclusive worldwide license to certain CRISPR-Cas9 technology for the introduction of genetic traits into cattle and pigs raised to produce protein primarily for human consumption; provided, however, that at the end of the four-year research collaboration, Genus was required to select a specified number of licensed products and our license to Genus is now limited to those particular products. The Genus Agreement continues until the expiration, abandonment, or invalidation of the last patent or patent application within the licensed patent rights; provided, however, that each party may terminate the Genus Agreement upon the occurrence of certain events, and Genus may terminate the Genus Agreement at its sole discretion upon written notice to us. In addition to an upfront payment we received, we are eligible to receive milestone payments from Genus if certain regulatory and commercial milestones are met, for the selected licensed products, up to a total of $10.0 million. We will also be eligible to receive either low- to mid-single-digit percent royalties or low-single to low-double-digit percent royalties on net sales of the licensed products.

Under the Genus Agreement, we and Genus entered into a four-year research collaboration, which was funded by Genus. The collaboration ended in May 2020. We did not recognize any revenue in connection with the Genus Agreement for the year ended December 31, 2021. During the years ended December 31, 2020 and 2019, we recognized revenue of $0.8 million and $2.3 million, respectively, related to the Genus Agreement.

Private Company, Related Party

On May 15, 2020, we entered into an Exclusive License Agreement, as amended, with a private company, related party (the “Private Company License Agreement”), under which we granted the private company an exclusive worldwide license to certain CRISPR intellectual property rights and know-how in a defined field.

We are eligible to receive milestone payments for licensed products following the first commercial sale of each licensed product in each of the United States and the first European country in which each licensed product is sold by the private company. The private company may select one of several milestone payment amounts for each licensed product; the selection of which dictates the applicable royalty rate for net sales of licensed products. We are also eligible to receive a percentage of sublicensing revenues in the event the private company sublicenses the CRISPR intellectual property that we licensed to the private company.

The Private Company License Agreement will continue in force and effect until the expiration, abandonment, or invalidation of the last patent or patent application within the licensed patent rights. The Private Company License Agreement may be terminated during the term by either party for an uncured material breach or bankruptcy. Additionally, the private company may terminate the Private Company License Agreement upon 90 days’ written notice to us.

As consideration for the exclusive license, the private company issued to us 7,500,000 shares of convertible preferred stock with an estimated fair value of $7.5 million, which was the price paid for similar shares by another investor, and which was an arm’s length transaction. We accounted for the grant of the license as a contract with a customer under ASC 606 and recognized $7.5 million as license and collaboration revenue in our consolidated statements of operations and comprehensive loss for the year ended December 31, 2020. We did not recognize any revenue in connection with the Private Company License Agreement for the year ended December 31, 2021.

On May 15, 2020, we entered into a separate option agreement under which we granted the same private company a three-year option to negotiate an exclusive, royalty-bearing, worldwide license in a defined field to the CVC IP and certain other CRISPR-Cas9 patent rights controlled by us. Through December 31, 2021, we have received a total of $0.1 million in upfront option payments, and we may receive an additional annual option fee and an option exercise fee. We recorded the upfront option payments received in long-term deferred revenue in our consolidated balance sheets as of December 31, 2021 and 2020.

AbbVie Manufacturing Management Unlimited Company

On February 9, 2021, we entered into a Collaboration and License Agreement (the “AbbVie Agreement”) with AbbVie Manufacturing Management Unlimited Company (“AbbVie”). Pursuant to the AbbVie Agreement, AbbVie selects one target or, for a dual CAR-T product, two targets (each selection, a “Program Slot”) to develop collaboration CAR-T products (and corresponding licensed products). For each of AbbVie’s two Program Slots (or up to four Program Slots, if AbbVie elects to expand the number as set forth below), we will collaborate to develop one or more collaboration allogeneic CAR-T products directed toward the single cancer target or target combination chosen by AbbVie as described in an applicable research plan, utilizing our Cas12a chRDNA genome-editing and cell therapy technologies. We granted AbbVie an exclusive (even as to us), royalty-bearing, worldwide license, with the right to grant sublicenses, under our Cas12a chRDNA and cell therapy intellectual property, as well as certain genome-editing technology that we may gain rights to in the future and intellectual property that may be developed under the collaboration, solely for AbbVie to develop, commercialize, manufacture, and otherwise exploit the collaboration CAR-T products in the field of human diagnostics, prophylactics, and therapeutics. Under the terms of the AbbVie Agreement, we conduct certain preclinical research, development, and manufacturing activities under the collaboration, including certain activities for the manufacture and supply of licensed product for AbbVie’s phase 1 clinical trials. AbbVie reimburses us for all such activities, including reimbursement for time spent by employees at a designated FTE rate. The duration of the collaboration is not fixed. Under the terms of the AbbVie Agreement, AbbVie has selected its initial Program Slot and has reserved six additional targets, which AbbVie may choose to be used or substituted into the two Program Slots or used for the third or fourth Program Slots if AbbVie expands the number of Program Slots during the collaboration.

During the collaboration, AbbVie may expand from two Program Slots to a total of four Program Slots by paying us an additional $15.0 million for each Program Slot, provided that AbbVie must make such payment within the earlier of (i) 60 calendar days following completion of the phase 1 clinical trials for the initial collaboration CAR-T and (ii) December 31, 2025. Under the terms of the AbbVie Agreement, we are eligible to receive up to $150.0 million in future developmental and regulatory milestone payments for each Program Slot and up to $200.0 million in sales-based milestones for each Program Slot. We are also eligible to receive global royalties on net sales of licensed products sold by AbbVie, its affiliates, and sublicensees in the high-single-digit to low-teens percent range, subject, in certain instances, to various reductions.

The term of the AbbVie Agreement will continue in force and effect until the date of expiration of the last royalty term of the last country in which a licensed product is exploited. On a licensed product-by-licensed product and country-by-country basis, the royalty term is the period of time beginning on the first commercial sale of a licensed product in a country and ending on the latest of the following three dates: (i) the expiration, invalidation, revocation, cancellation, or abandonment date of the last patent that includes a valid claim to either (A) the collaboration CAR-T product in the licensed product or (B) the method of making the collaboration CAR-T product in the licensed product in such country (in the case of (B), only for so long as no biosimilar product is commercially available in such country); (ii) 10 years from the date of the first commercial sale of such licensed product in such country; and (iii) the expiration date of regulatory exclusivity for such licensed product in such country. The AbbVie Agreement may be terminated during the term by either party for an uncured material breach or bankruptcy by the other party. Additionally, AbbVie may terminate the AbbVie Agreement, in its entirety or on a licensed product-by-licensed product basis, effective immediately upon written notice to us, if AbbVie in good faith believes that it is not advisable for AbbVie to continue to exploit the collaboration CAR-T products or licensed products as a result of a perceived serious safety issue. AbbVie may also terminate the AbbVie Agreement in its entirety at its sole discretion upon 90 days’ prior written notice to us.

The transaction price we received under the AbbVie Agreement associated with the first two Program Slots consisted of a $30.0 million upfront cash payment and the estimated variable consideration related to our performance of preclinical, development, and manufacturing activities under the collaboration and the developmental and regulatory milestone payments. We constrain the estimated variable consideration if we assess that it is probable that a significant reversal in the amount of cumulative revenue recognized may occur in future periods. We constrained all developmental and regulatory milestone payments as of December 31, 2021. The transaction price will be reevaluated in each reporting period and as changes in circumstances occur. We determined that the licenses we granted to AbbVie and our participation in the joint governance committee are not capable of being distinct from the preclinical research, development, and manufacturing activities and therefore are combined into one performance obligation. We recognize revenue based on the measure of progress using an estimated cost-based input method each reporting period.

We received an upfront cash payment of $30.0 million and $0.2 million in expenses reimbursements from AbbVie during the year ended December 31, 2021. We recognized short-term deferred revenue in the amount of $8.3 million and long-term deferred revenue in the amount of $19.1 million related to these payments in our consolidated balance sheets as of December 31, 2021. We recognized $4.0 million in revenue for the year ended December 31, 2021 in relation to the AbbVie Agreement. As of December 31, 2021, we also recorded $1.0 million in accounts receivable and $0.2 million in contract assets in our consolidated balance sheets.

Revenue

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue

5. Revenue

Disaggregation of Revenue

We disaggregate revenue by geographical market based on the location of research and development activities of our licensees and collaborators. The following is a summary of revenue by geographic location for the years ended December 31, 2021, 2020, and 2019 (in thousands):


	Years Ended December 31,
	2021		2020		2019
United States	$	8,913	$	12,003	$	5,349
Rest of world		685		358		439
Total	$	9,598	$	12,361	$	5,788

During the year ended December 31, 2021, we recognized $5.6 million of revenue related to performance obligations satisfied at a point in time, and we recognized $4.0 million of revenue related to performance obligations satisfied over time.

During the year ended December 31, 2020, we recognized $11.6 million of revenue related to performance obligations satisfied at a point in time, and we recognized $0.8 million of revenue related to performance obligations satisfied over time.

During the year ended December 31, 2019, we recognized $3.5 million of revenue related to performance obligations satisfied at a point in time, and we recognized $2.3 million of revenue related to performance obligations satisfied over time.

Contract Balances

Accounts receivable relate to our right to consideration for performance obligations completed (or partially completed) for which we have an unconditional right to consideration. Our accounts receivable balances represent amounts that we billed to licensees with invoices outstanding as of the period end.

Contract assets are rights to consideration in exchange for a license that we have granted to a licensee when the right is conditional on something other than the passage of time. Our contract asset balances represent royalties, milestone payments, and research costs related to the AbbVie Agreement that are unbilled as of the period end.

Contract liabilities consist of deferred revenue and relate to amounts invoiced to, or advance consideration received from, licensees, which precede our satisfaction of the associated performance obligations. Our deferred revenue primarily results from upfront payments received relating to performance obligations that are satisfied over time under the AbbVie Agreement. The remaining deferred revenue relates to upfront payments received under license agreements that also include non-refundable annual license fees, which are accounted for as material rights for license renewals and are recognized at the point in time the annual license fee is paid by the licensee and the renewal period begins.

The following table presents changes in our contract assets and liabilities during the year ended December 31, 2021 (in thousands):


	Balance as of December 31, 2020		Additions		Deductions			Balance as of December 31, 2021
Accounts receivable	$	150	$	9,105	$	(8,102	)	$	1,153

Contract assets:
Unbilled accounts receivable	$	1,328	$	5,144	$	(4,984	)	$	1,488

Contract liabilities:
Deferred revenue, current and long-term	$	1,098	$	35,022	$	(5,385	)	$	30,735

Unbilled accounts receivable increased during the year ended December 31, 2021, primarily due to increases of $0.2 million in our right to consideration related to earned royalties not billed and $0.2 million of unbilled research costs under the AbbVie Agreement, offset by a decrease of $0.3 million in regulatory milestone for Pioneer.

Deferred revenue increased during the year ended December 31, 2021, primarily due to recognition of $30.0 million in deferred revenue related to the AbbVie Agreement (Note 4).

During the years ended December 31, 2021, 2020, and 2019, we recognized $0.1 million, $0.7 million, and $1.8 million of revenue, respectively, which were included in the opening contract liabilities balances as of January 1, 2021, 2020, and 2019, respectively.

Transaction Prices Allocated to the Remaining Performance Obligations

Remaining unsatisfied performance obligations represent in aggregate the amount of a transaction price that has been allocated to performance obligations not delivered as of the end of a reporting period. The value of transaction prices allocated to remaining unsatisfied performance obligations as of December 31, 2021 and 2020 were approximately $46.0 million and $1.1 million, respectively. We expect to recognize approximately $8.7 million of remaining performance obligations as revenue in the next 12 months, and the remainder thereafter.

Capitalized Contract Acquisition Costs and Fulfillment Costs

We did not incur any expenses to obtain license and collaboration agreements, and costs to fulfill those contracts do not generate or enhance our resources. As such, no costs to obtain or fulfill a contract have been capitalized in any period.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Balance Sheet Items

12 Months Ended

Dec. 31, 2021

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Items

6. Balance Sheet Items

Other receivables consisted of the following as of December 31, 2021 and 2020 (in thousands):


	December 31, 2021		December 31, 2020
Patent cost reimbursements	$	4,702	$	3,672
Accrued interest on marketable securities		226		—
Other		555		10
Total	$	5,483	$	3,682

Prepaid expenses and other current assets consisted of the following as of December 31, 2021 and 2020 (in thousands):


	December 31, 2021		December 31, 2020
Prepaid income taxes	$	2,714	$	954
Prepaid insurance		1,897		—
Prepaid contract manufacturing and clinical costs		1,486		1,479
Prepaid rent		468		337
Other		671		423
Total	$	7,236	$	3,193

Property and equipment, net, consisted of the following as of December 31, 2021 and 2020 (in thousands):


	December 31, 2021			December 31, 2020
Lab equipment	$	6,848		$	5,038
Leasehold improvements		1,701			1,180
Computer equipment		273			263
Furniture and equipment		133			117
Construction in progress		9			—
Total property and equipment, gross		8,964			6,598
Less: accumulated depreciation and amortization		(4,077	)		(3,096	)
Property and equipment, net	$	4,887		$	3,502

Depreciation and amortization expenses related to property and equipment were $1.0 million, $0.9 million, and $0.8 million for the years ended December 31, 2021, 2020, and 2019, respectively.

Accrued expenses and other current liabilities consisted of the following as of December 31, 2021 and 2020, respectively (in thousands):


	December 31, 2021		December 31, 2020
Accrued personnel-related expenses		4,225		2,081
Accrued research and development expenses		4,065		581
Accrued patent expenses		3,213		5,087
Accrued sublicensing fees		586		402
Credit card liability		259		193
Other		788		629
Total	$	13,136	$	8,973

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

7. Related Party Transactions

Private Company, Related Party

On May 15, 2020, we received 7,500,000 shares of convertible preferred stock with an estimated fair value of $7.5 million as consideration for the Private Company License Agreement (Note 4). This represents a material voting interest in the private company and entitles us to hold one of the four private company’s board of director seats and to jointly vote with another stockholder on a second board of director seat. As of December 31, 2021, we have appointed one of the three directors on the private company board of directors. We concluded that the private company is a variable interest entity and that we are not its primary beneficiary based on our representation on its board of directors. As the private company’s convertible preferred stock is not in substance common stock, we record this investment using the measurement alternative in accordance with ASC 321, Investments - Equity Securities. Under the measurement alternative, our investment in the private company’s convertible preferred stock was initially recorded at its estimated fair value, but the carrying value may be adjusted through earnings upon an impairment or when there is an observable price change involving the same or a similar investment with the private company. As of each of December 31, 2021 and 2020, the carrying value of investment was $7.5 million. There have been no changes to the carrying value of the investment during the years ended December 31, 2021 and 2020.

Pioneer

As of December 31, 2020, DuPont held a greater than 10% voting interest in the Company and Pioneer, then a DuPont company, was considered a related party (Note 4). Upon the closing of our IPO in July 2021, and as of December 31, 2021, DuPont had a voting interest exceeding 5% in us and Pioneer was considered a related party.

Scientific Advisory Board Member Payments

Dr. Jennifer A. Doudna, a co-founder and stockholder of the Company, receives compensation for participating on our scientific advisory board (the “SAB”). During the year ended December 31, 2021, we paid Dr. Doudna $0.1 million. During the years ended December 31, 2020, and 2019, we paid Dr. Doudna less than $0.1 million for her participation on our SAB.

Loan to our President and Chief Executive Officer

In November 2018, our president and chief executive officer entered into a promissory note with us for $1.1 million, as a means to provide liquidity without triggering a taxable event. The note bore interest at a rate of 3.04%, compounded annually, and was payable in five years, together with principal and accrued interest. The promissory note was secured by 409,795 shares of our common stock owned by our president and chief executive officer and was determined to be non-recourse for accounting purposes. As such, the issuance of the promissory note was effectively the grant of a new share option. The promissory note was repaid in full amount in June 2021 by our president and chief executive officer and recognized as an increase in additional paid in capital of $1.2 million.

Paycheck Protection Program Loan

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Paycheck Protection Program Loan

8. Paycheck Protection Program Loan

On May 6, 2020, we entered into a promissory note with WebBank (the “Lender”) pursuant to the Paycheck Protection Program for a total amount of $1.6 million (the “PPP Loan”).

Our PPP Loan had a two-year term and bore interest at a stated rate of 1.0% per annum, accrued monthly, beginning on the date our PPP Loan was issued by the Lender. No monthly principal and interest payments were required under our PPP Loan.

We did not provide any collateral or guarantees for our PPP Loan, nor did we pay any facility charge to obtain our PPP Loan. Our PPP Loan provided for customary events of default, including those relating to failure to make payment, bankruptcy, breaches of representations, and material adverse effects. We could have prepaid the principal of our PPP Loan at any time without incurring any prepayment charges.

A PPP loan can be partially or fully forgiven if a borrower complies with the provisions of the CARES Act, including the use of PPP loan proceeds for payroll costs, rent, utilities, and certain other expenses, and at least 60% of the PPP loan proceeds must be used for payroll costs as defined by the CARES Act. Any forgiveness of a PPP loan is subject to approval by the SBA.

On May 22, 2021, our PPP Loan was forgiven in full by the SBA and, at that time, we recognized a PPP Loan extinguishment gain of $1.6 million in our consolidated statements of operations and comprehensive loss.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 470
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+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

9. Commitments and Contingencies

Facility Lease Agreements

We lease laboratory and office space under non-cancellable operating agreements. On March 31, 2021, we entered into a ten-year lease agreement, which superseded and replaced our prior lease, as amended, and the lease included additional office and laboratory space located within the same building in Berkeley, California. Our lease agreement contains a renewal option for an additional term of five years. Monthly base rent under our lease agreement amounts to $0.3 million, subject to annual escalation from 3.1% to 3.5%. In addition to base rent, we pay our share of operating expenses and taxes. Our rent commitments under these leases are $3.5 million within the next 12 months from December 31, 2021, and $38.3 million for the remainder of the lease terms.

We record rent expense on a straight-line basis over the term of our leases. For tenant improvement allowances funded by landlord incentives, we record a deferred lease incentive liability in accrued expenses and other liabilities and amortize the deferred lease incentive liability as a reduction to rent expense in our consolidated statements of operations and comprehensive loss over the term of the applicable lease. As of December 31, 2021 and 2020, we recorded $0.8 million and $0.6 million, respectively, related to the required security deposits in other assets, long-term, in our consolidated balance sheets.

As of December 31, 2021, future minimum lease payments under the leases were as follows (in thousands):


2022	$	3,485
2023		3,596
2024		3,708
2025		3,627
2026		4,838
Thereafter		22,541
Total	$	41,795

Rent expense was $4.0 million, $2.5 million, and $1.6 million for the years ended December 31, 2021, 2020, and 2019, respectively.

Capital Lease

We accounted for certain leased equipment as a capital lease due to the ownership of such equipment transferring to us at the end of the lease term. As of December 31, 2021, the capital lease obligation was repaid in full and we do not have any remaining future minimum lease payments related to this capital lease. As of December 31, 2020, the total capital lease obligation amounted to $0.1 million, which was included in the current portion of the capital lease obligation in the accrued expenses and other current liabilities and the non-current portion of the capital lease in other liabilities in our consolidated balance sheets.

Research and Development Agreements

We enter into various agreements in the ordinary course of business, such as those with suppliers, CROs, CMOs, clinical trial sites, and the like. These agreements provide for termination at the request of either party, generally with less than one-year notice and are, therefore, cancellable contracts and, if canceled, are not anticipated to have a material effect on our consolidated financial condition, results of operations, or cash flows.

Guarantees and Indemnifications

In the normal course of business, we enter into agreements that contain a variety of representations and warranties and provide for certain indemnifications by us. Our exposure under these agreements is unknown because claims may be made against us in the future. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations. As of each of December 31, 2021 and 2020, we did not have any material indemnification claims that were probable or reasonably possible, and consequently, we have not recorded related liabilities.

Intellia Arbitration

In October 2018, Intellia initiated an arbitration proceeding with JAMS, asserting that we had violated the terms and conditions of the Intellia Agreement (the “Intellia Arbitration”). The Intellia Arbitration focused on whether two patent families controlled by us and respectively, to CRISPR-Cas9 chRDNAs and Cas9 scaffolds are included in the Intellia Agreement. In September 2019, the parties received an interim award from the arbitration panel ruling that the two patent families are included in the Intellia Agreement, but the arbitration panel granted us an exclusive leaseback to Cas9 chRDNAs under economic terms to be negotiated by the parties. In February 2020, the arbitration panel clarified that the leaseback relates solely to our CB-010 program and instructed the parties to negotiate economic terms based on a leaseback of that scope (Note 4). On June 16, 2021, the parties entered into the Leaseback Agreement, which resolved the dispute and, on July 21, 2021, the arbitration panel dismissed the Intellia Arbitration with prejudice.

Litigation

From time to time, we may become involved in legal proceedings arising in the ordinary course of business. We record a liability for such matters when it is probable that future losses will be incurred and if such losses can be reasonably estimated. Significant judgment by us is required to determine both probability and the estimated amount. We do not believe that there is any litigation or asserted or unasserted claim pending that could, individually or in the aggregate, have a material adverse effect on our results of operations or financial condition.

Convertible Preferred Stock

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Convertible Preferred Stock

10. Convertible Preferred Stock

The authorized, issued, and outstanding shares of our convertible preferred stock and liquidation preferences as of December 31, 2020 were as follows (in thousands, except for share amounts):


Series	Authorized Shares		Outstanding Shares		Liquidation Preference		Carrying Value
Series A		1,576,342		1,576,342	$	3,550	$	3,452
Series A-1		3,004,124		3,004,124		8,000		7,901
Series B		3,186,116		3,186,116		30,070		29,970
		7,766,582		7,766,582	$	41,620	$	41,323

the closing of our IPO on July 27, 2021, all outstanding shares of convertible preferred stock, including the Series C preferred stock issued in March 2021, were converted into shares of common stock. Our amended and restated certificate of Incorporation, which was approved by the board of directors and stockholders in connection with our IPO, authorizes the issuance of 10,000,000 shares of preferred stock with par value of $0.0001 upon the closing of our IPO. None of the preferred stock was issued and outstanding as of December 31, 2021.

Common Stock

12 Months Ended

Dec. 31, 2021

Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]

Common Stock

11. Common Stock

Common stock reserved for future issuance, on an as-converted basis, consists of the following:


	As of December 31, 2021		As of December 31, 2020
Preferred stock, issued and outstanding		—		14,119,631
Stock options, issued and outstanding		6,757,591		4,520,551
Stock options, authorized for future issuance		3,749,339		582,340
Stock available under the Employee Stock Purchase Plan		511,000		—
Restricted stock awards		—		5,999
		11,017,930		19,228,521

Equity Compensation Plans

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Equity Compensation Plans

12. Equity Compensation Plans

In July 2021, our board of directors adopted and our stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan“) that became effective on July 22, 2021. We reserved 5,200,000 shares of common stock for issuance under the 2021 Plan. In addition, 934,562 shares available for issuance under the 2013 Equity Incentive Plan, adopted in 2013 and amended and restated in 2019, were transferred into the 2021 Plan. Furthermore, any shares subject to awards under the 2013 Plan that terminate, expire, or lapse for any reason without the delivery of shares, or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, will be added to the 2021 Plan. The 2021 Plan also provides that the number of shares initially reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and ending on January 1, 2031, by an amount equal to the lesser of (i) 5% of the shares of common stock outstanding on the last day of the immediately preceding fiscal year, and (ii) such smaller number of shares of stock as determined by our Board. No more than 56,000,000 shares of stock may be issued upon the exercise of incentive stock options under the 2021 Plan. Options under the 2021 Plan may be granted for periods of up to 10 years at exercise prices no less than the fair market value of our common stock on the date of grant; provided, however, that the exercise price of an incentive stock option granted to a 10% stockholder may not be less than 110% of the fair market value of the shares on the date of grant and such option may not be exercisable after the expiration of five years from the date of grant. The grant date fair market value of all awards made under our 2021 Plan and all cash compensation paid by us to any non-employee director for services as a director in any fiscal year may not exceed $750,000, increased to $1,000,000 in the fiscal year of their initial service as a non-employee director. As of December 31, 2021, we had 3,749,339 shares available for issuance under our 2021 Plan.

The following table summarizes stock option activity under our equity incentive plans during the year ended December 31, 2021:


	Shares Available to Grant			Stock Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands) (a)

Outstanding at December 31, 2020		582,340			4,520,551		$	1.64		5.3	$	6,929
Addition—option pool		7,871,714
Options granted		(4,860,623	)		4,860,623		$	10.99		9.6
Options exercised		—			(2,467,675	)	$	1.04
Options cancelled or forfeited		155,908			(155,908	)	$	2.39
Outstanding at December 31, 2021		3,749,339			6,757,591		$	8.57		8.7	$	50,085
Exercisable at December 31, 2021					1,295,411		$	2.34		5.9	$	16,519
Vested and expected to vest at December 31, 2021					6,757,591		$	8.57		8.7	$	50,085

(a)

The aggregate intrinsic value is calculated as the difference between the stock option exercise price and the estimated fair value of the underlying common stock as of December 31, 2021.

Grant Date Fair Value

During the year ended December 31, 2021, we granted 4,860,623 stock options to employees and non-employees with a weighted-average grant date fair value of $7.39.

During the year ended December 31, 2020, we granted 509,820 stock options to employees and non-employees with a weighted-average grant date fair value of $1.82.

We estimated the fair value of each employee and non-employee stock option award on the grant date using the Black-Scholes option-pricing model based on the following assumptions for the years ended December 30, 2021, 2020, and 2019:


	Years Ended December 31,
	2021	2020	2019
Volatility	71.5% to 76.5%	72.0% to 76.8%	70.3% to 70.7%
Expected term (in years)	5.5 to 7.0	5.5 to 10.0	6.0 to 9.4
Risk-free interest rate	0.9% to 1.6%	0.3% to 0.7%	1.9%
Expected dividend yield	0.0%	0.0%	0.0%

As of December 31, 2021, there was $34.5 million of unrecognized stock-based compensation expense related to employee and non-employee stock options that is expected to be recognized over a weighted-average period of 3.1 years.

Employee Stock Purchase Plan

In July 2021, our board of directors adopted and our stockholders approved the ESPP, which became effective on July 22, 2021. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (“Tax Code”). We reserved 511,000 shares of our common stock for employee purchases under the ESPP. The number of shares of common stock reserved for issuance under the ESPP will be automatically increased each year for 10 calendar years beginning in 2022 by an amount equal to the lesser of (i) 1% of the shares of common stock outstanding on the last day of the immediately preceding fiscal year, and (ii) such smaller number of shares of stock as determined by our Board; provided that the maximum number of shares that may be issued under the ESPP is 10,000,000 shares. The ESPP allows an eligible employee to purchase shares of our common stock at a discount through payroll deductions of up to 15% of the employee’s eligible compensation. At the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of our common stock at the beginning of the offering period or at the end of each applicable offering period. The first offering period commenced on August 16, 2021 and will end on February 15, 2022. We recorded $0.3 million in accrued liabilities related to contributions withheld as of December 31, 2021.

Stock-Based Compensation Expense

We recorded stock-based compensation expense related to employee and non-employee stock options grants in our consolidated statements of operations and comprehensive loss for the years ended December 31, 2021, 2020, and 2019 as follows (in thousands):


	Years Ended December 31,
	2021		2020		2019
Research and development	$	1,358	$	694	$	597
General and administrative		2,091		308		637
Total	$	3,449	$	1,002	$	1,234

The above stock-based compensation expense related to the following equity-based awards (in thousands):


	Years Ended December 31,
	2021		2020		2019
Stock options	$	3,323	$	1,002	$	1,234
ESPP		126		—		—
Total	$	3,449	$	1,002	$	1,234

Stock-based compensation expense related to employees was $3.4 million, $1.0 million, and $1.2 million for the years ended December 31, 2021, 2020, and 2019, respectively. Stock-based compensation expense related to non-employees was less than $0.1 million for each of the years ended December 31, 2021, 2020, and 2019, respectively.

Restricted Stock Awards

In June and October of 2020, our board of directors granted a total of 5,999 restricted stock awards (“RSAs”) to a non-employee that vested over a service period of three months. Stock-based compensation expense for RSAs was recognized ratably over the service period and amounted to less than $0.1 million for the year ended December 31, 2020, which was reported within the general and administrative expense in the consolidated statement of operations and comprehensive loss. RSAs were fully vested and outstanding in common stock as of December 31, 2020.

401(k) Savings Plan

12 Months Ended

Dec. 31, 2021

Retirement Benefits [Abstract]

401(K) Savings plan

13. 401(k) Savings Plan

In 2017, we established a defined-contribution savings plan under Section 401(k) of the Tax Code. Our 401(k) plan is available to all employees and allows participants to defer a portion of their annual compensation on a pre-tax basis subject to

applicable laws. We also provide a 4% match for employee contributions up to a certain limit. During the years ended December 31, 2021, 2020, and 2019, we contributed $0.4 million, $0.3 million, and $0.3 million, respectively, to our 401(k) plan.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

14. Income Taxes

We reported pre-tax book losses in the United States of $66.6 million, $36.1 million, and $31.0 million for the years ended December 31, 2021, 2020, and 2019 respectively.

A reconciliation of the U.S. statutory income tax rate to our effective tax rate is as follows:


Years	2021			2020			2019
Federal income tax (benefit) at statutory rate		(21	%)		(21	%)		(21	%)
State taxes, net of federal benefit		(9	%)		(6	%)		(4	%)
Change in valuation allowance, federal		26	%		19	%		0	%
Change in valuation allowance, state		9	%		6	%		1	%
Stock-based compensation		(1	%)		1	%		1	%
R&D tax credits, net of reserves		(4	%)		(3	%)		(2	%)
Other		0	%		(1	%)		1	%
Effective income tax rate		(0	%)		(5	%)		(24	%)

The 2019 and 2020 effective tax rate reconciliations have been updated to conform to the 2021 presentation.

For the years ended December 31, 2021, 2020, and 2019 our tax provision for (benefit from) income taxes consisted of the following (in thousands):


Years	2021		2020			2019
Current income taxes
Federal	$	—	$	(907	)	$	(404	)
State		1		7			(20	)
Total current income tax (benefit) expense		1		(900	)		(424	)

Deferred income taxes:
Federal		317		(950	)		(6,201	)
State		3		31			(912	)
Total deferred income tax (benefit) expense		320		(919	)		(7,113	)
Total income tax (benefit) expense	$	321	$	(1,819	)	$	(7,537	)

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.

The following table presents significant components of our deferred tax assets and liabilities as of December 31, 2021 and 2020 (in thousands):


	2021			2020
Deferred tax assets:
NOL and tax attributes	$	32,878		$	10,110
Accrued expenses and reserve		1,055			868
Deferred revenue and expenses		872			505
State income taxes		7			7
Capitalized license and patent costs		1,980			1,493
Stock-based compensation		576			203
Total deferred tax assets		37,368			13,186
Valuation allowance		(34,521	)		(10,702	)
Net deferred tax assets		2,847			2,484
Deferred tax liabilities:
Investments in equity securities		(2,077	)		(1,866	)
Fixed assets		(1,246	)		(773	)
Total deferred tax liabilities		(3,323	)		(2,639	)
Net deferred tax assets (liabilities)	$	(476	)	$	(155	)

We have evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. As of December 31, 2020, a valuation allowance of $10.7 million was recorded against our deferred tax assets. As of December 31, 2021, our deferred tax assets were primarily the result of historical federal and state net operating loss (“NOL”) and tax credits, accrued expenses and reserves, and intangible assets capitalized. As of December 31, 2021, a valuation allowance of $34.5 million was recorded against our deferred tax assets.

As of December 31, 2021, we had federal NOL carryforwards of $87.7 million, which do not expire. As of December 31, 2021, we had state NOL carryforwards of $74.2 million, which may be available to offset future state income, and which expire at various years beginning with 2036.

As of December 31, 2021, we generated federal research and development tax credit carryforwards of $6.5 million, which will begin to expire in 2034. As of December 31, 2021, we had state credit carryforwards of $4.2 million available to reduce future tax liabilities, which do not expire.

The CARES Act permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in tax years beginning after December 31, 2017 and before January 1, 2021 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The income tax benefit recognized in the year ended December 31, 2020 is primarily due to the recognition of NOL carrybacks under the CARES Act, which generated a refund of taxes paid for the year ended December 31, 2018.

Under Section 382 of the Tax Code, the ability to utilize NOL carryforwards or other tax attributes, such as research tax credits, in any taxable year may be limited if we have experienced an “ownership change.” Generally, a Section 382 ownership change occurs if there is a cumulative increase of more than 50 percentage points in the stock ownership of one or more stockholders or groups of stockholders who own at least 5% of a corporation’s stock within a specified testing period. Similar rules may apply under state tax laws. As a result of our analysis, we believe that there have been three ownership changes under Section 382; however, none of our state NOL and research and development tax credit carryforwards is currently expected to expire unused. We may experience ownership changes as a result of future financing or other changes in the stock ownership.

The following table summarizes the activity related to our unrecognized tax benefits for the three years ended December 31, 2021 (in thousands):


Unrecognized tax benefits—January 1, 2019	$	589
Increases related to current year tax positions		215
Increases related to prior year tax positions		6
Decreases related to lapse of statutes		—
Unrecognized tax benefits—December 31, 2019		810
Increases related to current year tax positions		363
Increases related to prior year tax positions		180
Decreases related to lapse of statutes		—
Unrecognized tax benefits—December 31, 2020		1,353
Increases related to current year tax positions		869
Increases related to prior year tax positions		7
Decreases related to prior year tax positions		(27	)
Decreases related to lapse of statutes		—
Unrecognized tax benefits—December 31, 2021	$	2,202

As of December 31, 2021, no amount of unrecognized tax benefits, if recognized, would affect the effective tax rate. We do not expect a significant change to our unrecognized tax benefits over the next 12 months. The unrecognized tax benefits may increase or change during the next year for items that arise in the ordinary course of business.

We recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2021 and 2020, we had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in our consolidated statements of operations and comprehensive loss.

We file our federal and state income tax returns with varying statutes of limitations. Our tax years from 2012 through 2021 will remain open to examination due to the carryover of the unused NOLs and tax credits. There are no ongoing examinations by taxing authorities at this time.

On June 29, 2020, California Assembly Bill 85 (AB 85) was signed into law, which suspends the use of NOLs and limits the use of research tax credits for 2020, 2021, and 2022. There may be periods during which the use of NOLs is suspended or otherwise

limited, and limitation on the use of certain tax credits to offset California income and tax liabilities could accelerate, or permanently increase, state taxes owed. We continue to examine the impact this may have on our business.

On December 27, 2020, the federal “Consolidated Appropriations Act, 2021” was enacted, which includes further COVID-19 economic relief and the extension of certain expiring tax provisions. The relief package included a tax provision clarifying that businesses with forgiven PPP loans can deduct regular business expenses that are paid for with loan proceeds. Additional COVID-19 pandemic relief tax measures included an expansion of the employee retention credit, enhanced charitable contribution deductions, and a temporary full deduction for business expenses for food and beverages provided by a restaurant. These benefits do not have a material impact on our current tax provision.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
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+ Details

Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

15. Net Loss Per Share

The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts):


	Years Ended December 31,
	2021			2020			2019
Numerator:
Net loss	$	(66,923	)	$	(34,308	)	$	(23,431	)
Denominator:
Weighted-average common shares outstanding used to compute net loss per share, basic and diluted		31,663,243			8,546,741			8,374,674
Net loss per share, basic and diluted	$	(2.11	)	$	(4.01	)	$	(2.80	)

Because we were in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods, as the inclusion of all common stock equivalents outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were, as of December 31, 2021, 2020, and 2019 as follows:


	As of December 31, 2021		As of December 31, 2020		As of December 31, 2019
Convertible preferred stock		—		14,119,631		14,119,631
Stock options outstanding		6,757,591		4,520,551		4,760,594
Shares committed under ESPP		18,804		—		—
Common shares subject to nonrecourse notes		—		409,795		409,795
		6,776,395		19,049,977		19,290,020

Unaudited Quarterly Results

12 Months Ended

Dec. 31, 2021

Quarterly Financial Information Disclosure [Abstract]

Unaudited Quarterly Results

16. Unaudited Quarterly Results

The results of operations on a quarterly basis for the years ended December 31, 2021 and 2020 are set forth below:


	March 31, 2021			June 30, 2021			September 30, 2021			December 31, 2021
	(Amounts in thousands except per share data)
License and collaboration revenue	$	1,586		$	1,476		$	3,977		$	2,559
Operating expenses:
Research and development		10,165			11,146			15,833			15,111
General and administrative		4,596			5,113			6,760			7,853
Total operating expenses		14,761			16,259			22,593			22,964
Loss from operations		(13,175	)		(14,783	)		(18,616	)		(20,405	)
Total other income (expense)		16			472			(2,358	)		2,247
Net loss before provision for (benefit from) income taxes	$	(13,159	)	$	(14,311	)	$	(20,974	)	$	(18,158	)
Provision for (benefit from) income taxes		—			—			—			321
Net loss	$	(13,159	)	$	(14,311	)	$	(20,974	)	$	(18,479	)
Net loss per share, basic and diluted	$	(1.39	)	$	(1.39	)	$	(0.46	)	$	(0.31	)
Weighted-average common shares outstanding, basic and diluted		9,499,448			10,261,770			45,889,646			60,180,759



	March 31, 2020			June 30, 2020			September 30, 2020			December 31, 2020
	(Amounts in thousands except per share data)
License and collaboration revenue	$	1,701		$	8,478		$	1,198		$	984
Operating expenses:
Research and development		8,641			7,580			6,180			12,024
General and administrative		3,489			3,153			3,247			4,171
Total operating expenses		12,130			10,733			9,427			16,195
Loss from operations		(10,429	)		(2,255	)		(8,229	)		(15,211	)
Interest income (expense)		(573	)		333			83			154
Net loss before provision for (benefit from) income taxes		(11,002	)		(1,922	)		(8,146	)		(15,057	)
Provision for (benefit from) income taxes		(1,202	)		(50	)		(213	)		(354	)
Net loss	$	(9,800	)	$	(1,872	)	$	(7,933	)	$	(14,703	)
Net loss per share, basic and diluted	$	(1.16	)	$	(0.22	)	$	(0.93	)	$	(1.68	)
Weighted-average common shares outstanding, basic and diluted		8,429,410			8,441,934			8,537,965			8,775,242

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis Of Presentation and Principles of Consolidations

Basis of Presentation and Principles of Consolidation

Forward Stock Split

Use Of Estimates

Use of Estimates

Segments

Concentration of Credit Risk and Other Uncertainties

Concentrations of Credit Risk and Other Uncertainties

Licensees that represent 10% or more of our revenue and accounts receivable and contract assets are as follows:


	Revenue									Accounts Receivable and Contract Assets
	Years Ended									As of December 31,
	December 31, 2021			December 31, 2020			December 31, 2019			2021			2020
Licensee A			*			*		38.9	%			*			*
Licensee B		22.7	%		14.5	%		26.1	%		24.6	%		40.6	%
Licensee C			*			*		10.6	%			*			*
Licensee D, related party			*		60.7	%			*			*			*
Licensee E		41.4	%			*			*		45.1	%			*
Licensee F			*			*			*			*		13.2	%
Licensee G, related party			*			*			*			*		16.9	%
Licensee H			*			*			*			*		10.1	%
Licensee I			*			*			*			*			*
Total		64.1	%		75.2	%		75.6	%		69.7	%		80.8	%

*Less than 10%

Revenue Recognition

Fair Value Measurements

Cash and Cash Equivalents

Restricted Cash

Marketable Securities

Investments in Equity Securities

Property and Equipment

Impairment of Long-Lived Assets

Leases

Deferred Issuance Costs

Convertible Preferred Stock

MSKCC Success Payments Liability

Research and Development Expenses and Accrued Liabilities

Acquisition of In-Process Research and Development Assets

Patent Costs

Stock-Based Compensation Expense

Expected Dividends — Expected dividends is zero as we have never paid dividends on our common stock and have no plans to do so for the foreseeable future.

Risk-Free Interest Rate — Risk-free interest rate is based on the U.S. Treasury zero-coupon issued in effect at the time of grant for periods corresponding with the expected term of the award.

For all periods presented, diluted net loss per share is the same as basic net loss per share since the effect of including potential common shares is anti-dilutive.

Recent Accounting Pronouncements

New Accounting Pronouncements Not Yet Adopted

Emerging Growth Company

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary Of Provision For Credit Losses and other Uncertainties

Licensees that represent 10% or more of our revenue and accounts receivable and contract assets are as follows:


	Revenue									Accounts Receivable and Contract Assets
	Years Ended									As of December 31,
	December 31, 2021			December 31, 2020			December 31, 2019			2021			2020
Licensee A			*			*		38.9	%			*			*
Licensee B		22.7	%		14.5	%		26.1	%		24.6	%		40.6	%
Licensee C			*			*		10.6	%			*			*
Licensee D, related party			*		60.7	%			*			*			*
Licensee E		41.4	%			*			*		45.1	%			*
Licensee F			*			*			*			*		13.2	%
Licensee G, related party			*			*			*			*		16.9	%
Licensee H			*			*			*			*		10.1	%
Licensee I			*			*			*			*			*
Total		64.1	%		75.2	%		75.6	%		69.7	%		80.8	%

Fair Value Measurements of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured on Recurring Basis


	Fair Value Measurements as of December 31, 2021
	Total		Level 1		Level 2		Level 3
Assets:
Money market fund investments (included in cash and cash equivalents)	$	181,528	$	181,528	$	—	$	—
Commercial paper ($58,892 included in cash and cash equivalents)		141,676		—		141,676		—
Corporate debt securities		38,649		—		38,649		—
U.S. Treasury bills		26,590		26,590		—		—
U.S. government agency bonds		25,065		—		25,065		—
Total fair value of assets	$	413,508	$	208,118	$	205,390	$	—

Liabilities:
MSKCC success payments liability	$	4,080	$	—	$	—	$	4,080
Total fair value of liabilities	$	4,080	$	—	$	—	$	4,080


	Fair Value Measurements as of December 31, 2020
	Total		Level 1		Level 2		Level 3
Assets:
Money market fund investments (included in cash and cash equivalents)	$	15,953	$	15,953	$	—	$	—
Total fair value of assets	$	15,953	$	15,953	$	-	$	—

Liabilities:
MSKCC success payments liability	$	2,654	$	—	$	—	$	2,654
Total fair value of liabilities	$	2,654	$	—	$	—	$	2,654

Schedule of Fair Value and Amortized Cost of Cash Equivalents and Available-for-Sale Marketable Securities

The fair value and amortized cost of cash equivalents and available-for-sale marketable securities by major security type as of December 31, 2021 are presented in the following table (in thousands):


	As of December 31, 2021
	Amortized Cost Basis		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Money market investments (included in cash equivalents)	$	181,528	$	-	$	—		$	181,528
Commercial paper ($58,892 included in cash equivalents)		141,726		1		(51	)		141,676
U.S. government agency bonds		25,102		-		(37	)		25,065
Corporate debt securities		38,661		4		(16	)		38,649
U.S. Treasury bills		26,626		1		(37	)		26,590
Total cash equivalents and marketable securities	$	413,643	$	6	$	(141	)	$	413,508

Classified as:
Cash equivalents								$	240,420
Marketable securities, short-term									135,412
Marketable securities, long-term									37,676
Total cash equivalents and marketable securities								$	413,508

Schedule of Change in Fair Value of Financial Liability

The following table sets forth a summary of the changes in the fair value of our Level 3 financial liability (in thousands):


	MSKCC Success Payments Liability
Balance at January 1, 2020	$	—
Fair value at issuance		2,654
Change in fair value		—
Balance at December 31, 2020	$	2,654
Change in fair value		1,426
Balance at December 31, 2021	$	4,080

Schedule of Assumptions Used in Valuation of MSKCC Success Payments Liability


	As of December 31, 2021			As of December 31, 2020
Fair value of common stock	$	15.09		$	5.46
Risk-free interest rate		1.52	%		0.93	%
Expected volatility		75	%		80	%
Probability	7.0% to 20.9%			4.4% to 13.4%
Expected term (years)	4.2 to 5.5			4.7 to 5.7

Significant Agreements (Tables)

12 Months Ended

Dec. 31, 2021

Significant Agreements [Abstract]

Summary of Amounts of Success Payments MSKCC

The following table summarizes the amounts of the MSKCC success payments:


Multiple of Initial Share Price giving rise to a success payment	5x		10x		15x
MSKCC success payments (in millions)	$	10.0	$	10.0	$	15.0

Revenue (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following is a summary of revenue by geographic location for the years ended December 31, 2021, 2020, and 2019 (in thousands):


	Years Ended December 31,
	2021		2020		2019
United States	$	8,913	$	12,003	$	5,349
Rest of world		685		358		439
Total	$	9,598	$	12,361	$	5,788

Schedule of Changes in Company's Contract Assets and Liabilities

The following table presents changes in our contract assets and liabilities during the year ended December 31, 2021 (in thousands):


	Balance as of December 31, 2020		Additions		Deductions			Balance as of December 31, 2021
Accounts receivable	$	150	$	9,105	$	(8,102	)	$	1,153

Contract assets:
Unbilled accounts receivable	$	1,328	$	5,144	$	(4,984	)	$	1,488

Contract liabilities:
Deferred revenue, current and long-term	$	1,098	$	35,022	$	(5,385	)	$	30,735

Balance Sheet Items (Tables)

12 Months Ended

Dec. 31, 2021

Balance Sheet Related Disclosures [Abstract]

Schedule of Other Receivables

Other receivables consisted of the following as of December 31, 2021 and 2020 (in thousands):


	December 31, 2021		December 31, 2020
Patent cost reimbursements	$	4,702	$	3,672
Accrued interest on marketable securities		226		—
Other		555		10
Total	$	5,483	$	3,682

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of December 31, 2021 and 2020 (in thousands):


	December 31, 2021		December 31, 2020
Prepaid income taxes	$	2,714	$	954
Prepaid insurance		1,897		—
Prepaid contract manufacturing and clinical costs		1,486		1,479
Prepaid rent		468		337
Other		671		423
Total	$	7,236	$	3,193

Schedule of Property and Equipment

Property and equipment, net, consisted of the following as of December 31, 2021 and 2020 (in thousands):


	December 31, 2021			December 31, 2020
Lab equipment	$	6,848		$	5,038
Leasehold improvements		1,701			1,180
Computer equipment		273			263
Furniture and equipment		133			117
Construction in progress		9			—
Total property and equipment, gross		8,964			6,598
Less: accumulated depreciation and amortization		(4,077	)		(3,096	)
Property and equipment, net	$	4,887		$	3,502

Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of December 31, 2021 and 2020, respectively (in thousands):


	December 31, 2021		December 31, 2020
Accrued personnel-related expenses		4,225		2,081
Accrued research and development expenses		4,065		581
Accrued patent expenses		3,213		5,087
Accrued sublicensing fees		586		402
Credit card liability		259		193
Other		788		629
Total	$	13,136	$	8,973

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Summary of Future Minimum Lease Payment Under Leases


2022	$	3,485
2023		3,596
2024		3,708
2025		3,627
2026		4,838
Thereafter		22,541
Total	$	41,795

Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

Schedule of Convertible Preferred Stock and Liquidation Preference


Series	Authorized Shares		Outstanding Shares		Liquidation Preference		Carrying Value
Series A		1,576,342		1,576,342	$	3,550	$	3,452
Series A-1		3,004,124		3,004,124		8,000		7,901
Series B		3,186,116		3,186,116		30,070		29,970
		7,766,582		7,766,582	$	41,620	$	41,323

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Reconciliation of Statutory Income Tax Rate to Our Effective Tax Rate

A reconciliation of the U.S. statutory income tax rate to our effective tax rate is as follows:


Years	2021			2020			2019
Federal income tax (benefit) at statutory rate		(21	%)		(21	%)		(21	%)
State taxes, net of federal benefit		(9	%)		(6	%)		(4	%)
Change in valuation allowance, federal		26	%		19	%		0	%
Change in valuation allowance, state		9	%		6	%		1	%
Stock-based compensation		(1	%)		1	%		1	%
R&D tax credits, net of reserves		(4	%)		(3	%)		(2	%)
Other		0	%		(1	%)		1	%
Effective income tax rate		(0	%)		(5	%)		(24	%)

Schedule of Benefit from Income Taxes

For the years ended December 31, 2021, 2020, and 2019 our tax provision for (benefit from) income taxes consisted of the following (in thousands):


Years	2021		2020			2019
Current income taxes
Federal	$	—	$	(907	)	$	(404	)
State		1		7			(20	)
Total current income tax (benefit) expense		1		(900	)		(424	)

Deferred income taxes:
Federal		317		(950	)		(6,201	)
State		3		31			(912	)
Total deferred income tax (benefit) expense		320		(919	)		(7,113	)
Total income tax (benefit) expense	$	321	$	(1,819	)	$	(7,537	)

Schedule of Components of Deferred Tax Assets and Liabilities

The following table presents significant components of our deferred tax assets and liabilities as of December 31, 2021 and 2020 (in thousands):


	2021			2020
Deferred tax assets:
NOL and tax attributes	$	32,878		$	10,110
Accrued expenses and reserve		1,055			868
Deferred revenue and expenses		872			505
State income taxes		7			7
Capitalized license and patent costs		1,980			1,493
Stock-based compensation		576			203
Total deferred tax assets		37,368			13,186
Valuation allowance		(34,521	)		(10,702	)
Net deferred tax assets		2,847			2,484
Deferred tax liabilities:
Investments in equity securities		(2,077	)		(1,866	)
Fixed assets		(1,246	)		(773	)
Total deferred tax liabilities		(3,323	)		(2,639	)
Net deferred tax assets (liabilities)	$	(476	)	$	(155	)

Schedule of Unrecognized Tax Benefits

The following table summarizes the activity related to our unrecognized tax benefits for the three years ended December 31, 2021 (in thousands):


Unrecognized tax benefits—January 1, 2019	$	589
Increases related to current year tax positions		215
Increases related to prior year tax positions		6
Decreases related to lapse of statutes		—
Unrecognized tax benefits—December 31, 2019		810
Increases related to current year tax positions		363
Increases related to prior year tax positions		180
Decreases related to lapse of statutes		—
Unrecognized tax benefits—December 31, 2020		1,353
Increases related to current year tax positions		869
Increases related to prior year tax positions		7
Decreases related to prior year tax positions		(27	)
Decreases related to lapse of statutes		—
Unrecognized tax benefits—December 31, 2021	$	2,202

Common Stock (Tables)

12 Months Ended

Dec. 31, 2021

Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]

Schedule of Common Stock Reserved for Future Issuance

Common stock reserved for future issuance, on an as-converted basis, consists of the following:


	As of December 31, 2021		As of December 31, 2020
Preferred stock, issued and outstanding		—		14,119,631
Stock options, issued and outstanding		6,757,591		4,520,551
Stock options, authorized for future issuance		3,749,339		582,340
Stock available under the Employee Stock Purchase Plan		511,000		—
Restricted stock awards		—		5,999
		11,017,930		19,228,521

Equity Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

The following table summarizes stock option activity under our equity incentive plans during the year ended December 31, 2021:


	Shares Available to Grant			Stock Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands) (a)

Outstanding at December 31, 2020		582,340			4,520,551		$	1.64		5.3	$	6,929
Addition—option pool		7,871,714
Options granted		(4,860,623	)		4,860,623		$	10.99		9.6
Options exercised		—			(2,467,675	)	$	1.04
Options cancelled or forfeited		155,908			(155,908	)	$	2.39
Outstanding at December 31, 2021		3,749,339			6,757,591		$	8.57		8.7	$	50,085
Exercisable at December 31, 2021					1,295,411		$	2.34		5.9	$	16,519
Vested and expected to vest at December 31, 2021					6,757,591		$	8.57		8.7	$	50,085

(a)

The aggregate intrinsic value is calculated as the difference between the stock option exercise price and the estimated fair value of the underlying common stock as of December 31, 2021.

Schedule of Estimated Fair Value of Stock Options on the Grant Date Using Black-Scholes Option-Pricing Model


	Years Ended December 31,
	2021	2020	2019
Volatility	71.5% to 76.5%	72.0% to 76.8%	70.3% to 70.7%
Expected term (in years)	5.5 to 7.0	5.5 to 10.0	6.0 to 9.4
Risk-free interest rate	0.9% to 1.6%	0.3% to 0.7%	1.9%
Expected dividend yield	0.0%	0.0%	0.0%

Schedule of Stock-Based Compensation Expenses Recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss


	Years Ended December 31,
	2021		2020		2019
Research and development	$	1,358	$	694	$	597
General and administrative		2,091		308		637
Total	$	3,449	$	1,002	$	1,234

Schedule of Stock-Based Compensation Expense Related to Equity-Based Awards

The above stock-based compensation expense related to the following equity-based awards (in thousands):


	Years Ended December 31,
	2021		2020		2019
Stock options	$	3,323	$	1,002	$	1,234
ESPP		126		—		—
Total	$	3,449	$	1,002	$	1,234

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Basic and Diluted Net Income Per Share

The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts):


	Years Ended December 31,
	2021			2020			2019
Numerator:
Net loss	$	(66,923	)	$	(34,308	)	$	(23,431	)
Denominator:
Weighted-average common shares outstanding used to compute net loss per share, basic and diluted		31,663,243			8,546,741			8,374,674
Net loss per share, basic and diluted	$	(2.11	)	$	(4.01	)	$	(2.80	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	As of December 31, 2021		As of December 31, 2020		As of December 31, 2019
Convertible preferred stock		—		14,119,631		14,119,631
Stock options outstanding		6,757,591		4,520,551		4,760,594
Shares committed under ESPP		18,804		—		—
Common shares subject to nonrecourse notes		—		409,795		409,795
		6,776,395		19,049,977		19,290,020

Unaudited Quarterly Results (Tables)

12 Months Ended

Dec. 31, 2021

Quarterly Financial Information Disclosure [Abstract]

Summary of results of operations quarterly basis

The results of operations on a quarterly basis for the years ended December 31, 2021 and 2020 are set forth below:


	March 31, 2021			June 30, 2021			September 30, 2021			December 31, 2021
	(Amounts in thousands except per share data)
License and collaboration revenue	$	1,586		$	1,476		$	3,977		$	2,559
Operating expenses:
Research and development		10,165			11,146			15,833			15,111
General and administrative		4,596			5,113			6,760			7,853
Total operating expenses		14,761			16,259			22,593			22,964
Loss from operations		(13,175	)		(14,783	)		(18,616	)		(20,405	)
Total other income (expense)		16			472			(2,358	)		2,247
Net loss before provision for (benefit from) income taxes	$	(13,159	)	$	(14,311	)	$	(20,974	)	$	(18,158	)
Provision for (benefit from) income taxes		—			—			—			321
Net loss	$	(13,159	)	$	(14,311	)	$	(20,974	)	$	(18,479	)
Net loss per share, basic and diluted	$	(1.39	)	$	(1.39	)	$	(0.46	)	$	(0.31	)
Weighted-average common shares outstanding, basic and diluted		9,499,448			10,261,770			45,889,646			60,180,759



	March 31, 2020			June 30, 2020			September 30, 2020			December 31, 2020
	(Amounts in thousands except per share data)
License and collaboration revenue	$	1,701		$	8,478		$	1,198		$	984
Operating expenses:
Research and development		8,641			7,580			6,180			12,024
General and administrative		3,489			3,153			3,247			4,171
Total operating expenses		12,130			10,733			9,427			16,195
Loss from operations		(10,429	)		(2,255	)		(8,229	)		(15,211	)
Interest income (expense)		(573	)		333			83			154
Net loss before provision for (benefit from) income taxes		(11,002	)		(1,922	)		(8,146	)		(15,057	)
Provision for (benefit from) income taxes		(1,202	)		(50	)		(213	)		(354	)
Net loss	$	(9,800	)	$	(1,872	)	$	(7,933	)	$	(14,703	)
Net loss per share, basic and diluted	$	(1.16	)	$	(0.22	)	$	(0.93	)	$	(1.68	)
Weighted-average common shares outstanding, basic and diluted		8,429,410			8,441,934			8,537,965			8,775,242

Description of the Business, Organization, and Liquidity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended								12 Months Ended
	Aug. 27, 2021	Aug. 09, 2021	Jul. 27, 2021	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Nov. 13, 2020
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, par value				$ 0.0001				$ 0.0001				$ 0.0001	$ 0.0001		$ 5.1914
Proceeds from initial public offering, gross												$ 321,020
Common Stock, Shares, Issued				60,263,158				9,710,829				60,263,158	9,710,829
Common stock, shares authorized				300,000,000				28,933,380				300,000,000	28,933,380
Preferred stock, shares authorized				10,000,000				0				10,000,000	0
Preferred stock, par value				$ 0.0001				$ 0.0001				$ 0.0001	$ 0.0001
Accumulated deficit				$ (97,794)				$ (30,871)				$ (97,794)	$ (30,871)
Net loss and comprehensive loss				(18,479)	$ (20,974)	$ (14,311)	$ (13,159)	$ (14,703)	$ (7,933)	$ (1,872)	$ (9,800)	(66,923)	(34,308)	$ (23,431)
Cash generated in operating activities												(32,519)	$ (33,215)	$ (32,006)
Cash, cash equivalents and short term marketable securities				$ 413,500								$ 413,500
IPO
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock shares issued			19,000,000
Share price			$ 16.00
Common stock, par value			$ 0.0001
Common stock issued to underwriters		2,850,000
Offering price per share		$ 16.00
Proceeds from initial public offering, gross	$ 349,600
Proceeds from initial public offering, net	$ 321,000
Common Stock, Shares, Issued		21,850,000
Preferred stock shares issued			26,234,654
Common stock, shares authorized			300,000,000
Preferred stock, shares authorized			10,000,000
Preferred stock, par value			$ 0.0001	$ 0.0001								$ 0.0001

Summary of Significant Accounting Policies - Additional Information (Details)	1 Months Ended	12 Months Ended
	Jul. 31, 2021	Dec. 31, 2021 USD ($) Segment $ / shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($)	Nov. 13, 2020 $ / shares
Concentration Risk [Line Items]
Forward stock split, conversion ratio	1.818
Number of operating segment \| Segment		1
Allowance for doubtful accounts		$ 0	$ 0
Lessor operating lease description		Lease agreements that contain a bargain purchase option, a full transfer of ownership at the completion of the lease term, a lease term that is at least 75% of the useful lives of the assets, or present value of payments in excess of 90% of fair market value of the leased asset are accounted for as capital leases.
Deferred issuance cost		$ 0	0
Restricted cash			0
Marketable securities other than temporary impairment loss		$ 0
Short term investments			0
Long term investments			$ 0
Common stock, par value \| $ / shares		$ 0.0001	$ 0.0001		$ 5.1914
Patent costs gross		$ 12,300,000	$ 11,200,000	$ 8,500,000
Dividends		0
Other Income		$ 100,000	500,000
Minimum
Concentration Risk [Line Items]
Estimated useful lives of assets		3 years
Restricted cash		$ 100,000
Maximum
Concentration Risk [Line Items]
Estimated useful lives of assets		10 years
Intellia Therapeutics, Inc.
Concentration Risk [Line Items]
Proceeds from issuance of common stock			7,700,000
Change in fair value of other income (expense)			700,000
General and Administrative Expense
Concentration Risk [Line Items]
Patent cost reimbursements		$ 7,100,000	$ 5,800,000	$ 4,400,000

Summary of Significant Accounting Policies - Schedule of Concentration of Credit Risk and other Uncertainties (Details) - Customer Concentration Risk [Member]	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue Benchmark \| Total
Concentration Risk [Line Items]
Total	64.10%	75.20%	75.60%
Revenue Benchmark \| Licensee A [Member]
Concentration Risk [Line Items]
Total			38.90%
Revenue Benchmark \| Licensee B [Member]
Concentration Risk [Line Items]
Total	22.70%	14.50%	26.10%
Revenue Benchmark \| Licensee C [Member]
Concentration Risk [Line Items]
Total			10.60%
Revenue Benchmark \| Licensee D, Related Party [Member]
Concentration Risk [Line Items]
Total		60.70%
Revenue Benchmark \| Licensee E [Member]
Concentration Risk [Line Items]
Total	41.40%
Accounts Receivable \| Total
Concentration Risk [Line Items]
Total	69.70%	80.80%
Accounts Receivable \| Licensee B [Member]
Concentration Risk [Line Items]
Total	24.60%	40.60%
Accounts Receivable \| Licensee E [Member]
Concentration Risk [Line Items]
Total	45.10%
Accounts Receivable \| Licensee F [Member]
Concentration Risk [Line Items]
Total		13.20%
Accounts Receivable \| Licensee G, Related Party [Member]
Concentration Risk [Line Items]
Total		16.90%
Accounts Receivable \| License H [Member]
Concentration Risk [Line Items]
Total		10.10%

Fair Value Measurements of Financial Instruments - Schedule of Financial Instruments Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Assets:
Assets fair value	$ 413,508	$ 15,953
Liabilities:
Liabilities fair value	4,080	2,654
Money Market Investments (Included in Cash and Cash Equivalents)
Assets:
Assets fair value	181,528	15,953
Commercial Paper
Assets:
Assets fair value	141,676
Corporate Debt Securities
Assets:
Assets fair value	38,649
U.S. Treasury Bills [Member]
Assets:
Assets fair value	26,590
US Government Agency Bonds [Member]
Assets:
Assets fair value	25,065
MSKCC Success Payments Liability
Liabilities:
Liabilities fair value	4,080	2,654
Level 1
Assets:
Assets fair value	208,118	15,953
Level 1 \| Money Market Investments (Included in Cash and Cash Equivalents)
Assets:
Assets fair value	181,528	15,953
Level 1 \| U.S. Treasury Bills [Member]
Assets:
Assets fair value	26,590
Level 2
Assets:
Assets fair value	205,390
Level 2 \| Commercial Paper
Assets:
Assets fair value	141,676
Level 2 \| Corporate Debt Securities
Assets:
Assets fair value	38,649
Level 2 \| US Government Agency Bonds [Member]
Assets:
Assets fair value	25,065
Level 3
Liabilities:
Liabilities fair value	4,080	2,654
Level 3 \| MSKCC Success Payments Liability
Liabilities:
Liabilities fair value	$ 4,080	$ 2,654

Fair Value Measurements of Financial Instruments - Schedule of financial Instruments Measured on Recurring Basis (Parenthetical) (Details) - Commercial Paper $ in Thousands	Dec. 31, 2021 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash Equivalents, at Carrying Value	$ 58,892
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash Equivalents, at Carrying Value	$ 58,892

Fair Value Measurements of Financial Instruments - Schedule of Fair Value and Amortized Cost of Cash Equivalents and Available-for-Sale Marketable Securities (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Debt Securities, Available-for-sale [Line Items]
Amortized Cost Basis	$ 413,643
Unrealized Gains	6
Unrealized Losses	(141)
Estimated Fair Value	413,508
Cash Equivalents [Member]
Debt Securities, Available-for-sale [Line Items]
Estimated Fair Value	240,420
Marketable Securities, Short-Term [Member]
Debt Securities, Available-for-sale [Line Items]
Estimated Fair Value	135,412
Marketable Securities, Long-Term [Member]
Debt Securities, Available-for-sale [Line Items]
Estimated Fair Value	37,676
Money Market Funds [Member]
Debt Securities, Available-for-sale [Line Items]
Amortized Cost Basis	181,528
Unrealized Gains	0
Unrealized Losses	0
Estimated Fair Value	181,528
Commercial Paper [Member]
Debt Securities, Available-for-sale [Line Items]
Amortized Cost Basis	141,726
Unrealized Gains	1
Unrealized Losses	(51)
Estimated Fair Value	141,676
US Government Agency Bonds [Member]
Debt Securities, Available-for-sale [Line Items]
Amortized Cost Basis	25,102
Unrealized Gains	0
Unrealized Losses	(37)
Estimated Fair Value	25,065
Corporate Debt Securities [Member]
Debt Securities, Available-for-sale [Line Items]
Amortized Cost Basis	38,661
Unrealized Gains	4
Unrealized Losses	(16)
Estimated Fair Value	38,649
U.S. Treasury Bills [Member]
Debt Securities, Available-for-sale [Line Items]
Amortized Cost Basis	26,626
Unrealized Gains	1
Unrealized Losses	(37)
Estimated Fair Value	$ 26,590

Fair Value Measurements of Financial Instruments - Fair Value and Amortized Cost of Cash Equivalents and Available-for-Sale Marketable Securities (Parenthetical) (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Commercial Paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash Equivalents, at Carrying Value	$ 58,892

Fair Value Measurements of Financial Instruments - Schedule of Change in Fair Value of Financial Liability (Details) - MSKCC Success Payments Liability - USD ($) $ in Thousands		12 Months Ended
	Nov. 13, 2020	Dec. 31, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value at issuance	$ 2,700
Change in fair value		$ 1,400
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Balance at December 31, 2020		2,654
Fair value at issuance			$ 2,654
Change in fair value		1,426
Balance at December 31, 2021		$ 4,080	$ 2,654

Fair Value Measurements of Financial Instruments - Additional Information (Details) - MSKCC Success Payments Liability - USD ($) $ in Millions		12 Months Ended
	Nov. 13, 2020	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value at issuance	$ 2.7
Change in fair value		$ 1.4

Fair Value Measurements of Financial Instruments - Schedule of Assumptions Used in Valuation of MSKCC Success Payments Liability (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Fair Value of Common Stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Success payment liability assumption	$ 15,090.00	$ 5,460
Risk Free Interest Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Success payment liability assumption	0.0152	0.0093
Expected Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Success payment liability assumption	0.75	0.80
Probability \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Success payment liability assumption	0.070	0.044
Probability \| Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Success payment liability assumption	0.209	0.134
Expected Term (Years) \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Success payment liability assumptions term	4 years 2 months 12 days	4 years 8 months 12 days
Expected Term (Years) \| Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Success payment liability assumptions term	5 years 6 months	5 years 8 months 12 days

Significant Agreements - Additional Information (Details) - USD ($)						3 Months Ended								12 Months Ended
	Jun. 16, 2021	Feb. 09, 2021	May 15, 2020	May 12, 2016	Jul. 13, 2015	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Nov. 13, 2020	Dec. 15, 2016	Jul. 16, 2014
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
General and administrative						$ 7,853,000	$ 6,760,000	$ 5,113,000	$ 4,596,000	$ 4,171,000	$ 3,247,000	$ 3,153,000	$ 3,489,000	$ 24,322,000	$ 14,060,000	$ 16,458,000
Research collaboration agreement, period														4 years
Upfront option payment			$ 100,000
Deferred revenue, net of current portion						100,000				50,000				$ 100,000	50,000
Deferred revenue, net of current portion ($100 and $50 from related party)						22,032,000				937,000				22,032,000	937,000
Regulatory Milestones
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Potential milestone payment															2,800,000
contract assets
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenues														200,000
Accounts Receivable
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenues														1,000,000.0
Maximum
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Future development, regulatory, and product launch milestones payment received			$ 200,000,000.0
Research and Development Expense
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Sublicensing expenses														800,000
General and Administrative Expense
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Patent prosecution and maintenance costs																6,700,000
The Regents of the University of California/University of Vienna
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Clinical milestone payment														3,400,000
Reimbursement percentage																		50.00%
Reduction in general and administrative expenses														5,200,000	4,200,000	3,100,000
The Regents of the University of California/University of Vienna \| Research and Development Expense
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Sublicensing expenses														1,500,000	800,000	800,000
The Regents of the University of California/University of Vienna \| General and Administrative Expense
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Patent prosecution and maintenance costs														10,500,000	9,200,000
Memorial Sloan Kettering Cancer Center
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payment fee																	$ 500,000
Commercial milestones																	112,000,000.0
Aggregate success payment						35,000,000.0								35,000,000.0
Maximum value of success payments and control payment						35,000,000.0								35,000,000.0
Fair value of success payments liability						$ 4,100,000				2,700,000				4,100,000	2,700,000
Increase decrease in fair value of success payments liability														$ 1,400,000
Memorial Sloan Kettering Cancer Center \| Series B Convertible Preferred Stock
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Share price						$ 5.1914								$ 5.1914
Memorial Sloan Kettering Cancer Center \| Common Stock
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payment fee																	$ 2,100,000
Intellia Therapeutics, Inc.
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payment fee	$ 1,000,000.0
Ownership percentage																			10.00%
Percentage of other party's expenses																			30.00%
Potential future milestone payments	$ 23,000,000.0
Intellia Therapeutics, Inc. \| General and Administrative Expense \| Maximum
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Expenses incurred from transactions with related parties														$ 100,000	100,000	100,000
Intellia Therapeutics, Inc. \| General and Administrative Expense \| Patents
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Expenses incurred from transactions with related parties														1,900,000	1,500,000	1,200,000
Pioneer Hi-Bred International, Inc.
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront cash payment										$ 500,000					500,000
Future contingent milestone payments					$ 22,400,000
Milestone Revenue					$ 300,000
Research collaboration agreement, period					3 years
Pioneer Hi-Bred International, Inc. \| Sales Milestones
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Potential milestone payment															20,000,000.0
Pioneer Hi-Bred International, Inc. \| Research and Development Expense
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Payment for licensing revenue															0	0
Genus plc
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Research collaboration agreement, period				4 years
Regulatory and commercial milestone payments received				$ 10,000,000.0
Revenues														0	800,000	$ 2,300
Private Company License Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenues														0
Period for option			3 years
Private Company License Agreement \| License and Collaboration Revenue
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
License and collaboration revenue															$ 7,500,000
Private Company License Agreement \| Convertible Preferred Stock [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Convertible preferred stock issued			7,500,000
Fair value of convertible preferred stock			$ 7,500,000
Collaboration and License Agreement with AbbVie
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenues														4,000,000.0
Future development, regulatory, and product launch milestones payment received		$ 15,000,000.0	$ 150,000,000.0
Upfront cash payment received						$ 30,000,000.0								30,000,000.0
Deferred revenue, net of current portion						8,300,000								8,300,000
Deferred revenue, net of current portion ($100 and $50 from related party)						$ 19,100,000								19,100,000
Reimbursement Expense														$ 200,000

Significant Agreements - Summary Of MSKCC Success Payments Amounts (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares
5x
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Multiple of Initial Share Price giving rise to a success payment \| $ / shares	$ 5
MSKCC Success payments (in millions) \| $	$ 10.0
10x
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Multiple of Initial Share Price giving rise to a success payment \| $ / shares	$ 10
MSKCC Success payments (in millions) \| $	$ 10.0
15x
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Multiple of Initial Share Price giving rise to a success payment \| $ / shares	$ 15
MSKCC Success payments (in millions) \| $	$ 15.0

Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation Of Revenue [Line Items]
Licensing and collaboration revenue	$ 2,559	$ 3,977	$ 1,476	$ 1,586	$ 984	$ 1,198	$ 8,478	$ 1,701	$ 9,598	$ 12,361	$ 5,788
United States
Disaggregation Of Revenue [Line Items]
Licensing and collaboration revenue									8,913	12,003	5,349
Rest of World
Disaggregation Of Revenue [Line Items]
Licensing and collaboration revenue									$ 685	$ 358	$ 439

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Subparagraph (a)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue - Additional Information (Details) - USD ($)	12 Months Ended
Revenue - Additional Information (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation Of Revenue [Line Items]
Increase in unbilled accounts receivable	$ 160,000	$ 492,000	$ 836,000
Decrease in regulatory milestone	300
Revenue recognized included in the opening contract liabilities balance	100,000	700,000	1,800,000
Transaction price allocated to the remaining performance obligations	46,000,000.0	1,100,000
AbbVie Agreement
Disaggregation Of Revenue [Line Items]
Increase of unbilled accounts receivable	200,000
Increase in unbilled accounts receivable	200,000
Deferred revenue, recognized	30,000,000.0
Point in Time
Disaggregation Of Revenue [Line Items]
Revenue recognized, performance obligation, amount	5,600,000	11,600,000	3,500,000
Over Time
Disaggregation Of Revenue [Line Items]
Revenue recognized, performance obligation, amount	$ 4,000,000.0	$ 800,000	$ 2,300,000

Revenue - Schedule of Changes in Company's Contract Assets and Liabilities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Accounts receivable
Accounts receivable, Beginning Balance	$ 150
Accounts receivable, Additions	9,105
Accounts receivable, Deductions	(8,102)
Accounts receivable, Ending Balance	1,153
Contract assets:
Unbilled accounts receivable, Beginning Balance	1,328
Unbilled accounts receivable, Additions	5,144
Unbilled accounts receivable, Deductions	(4,984)
Unbilled accounts receivable, Ending Balance	1,488
Contract liabilities:
Deferred revenue, current and long-term, Beginning Balance	1,098
Deferred revenue, current and long-term, Additions	35,022
Deferred revenue, current and long-term, Deductions	(5,385)
Deferred revenue, current and long-term, Ending Balance	$ 30,735

Revenue - Additional Information (Details1) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Remaining performance obligations	$ 46.0	$ 1.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Disaggregation Of Revenue [Line Items]
Remaining performance obligations	$ 8.7
Remaining performance obligation, expected timing of satisfaction, period	12 months

Balance Sheet Items - Schedule of Other Receivables (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Patent cost reimbursements	$ 4,702	$ 3,672
Accrued interest on marketable securities	226
Other	555	10
Total	$ 5,483	$ 3,682

Balance Sheet Items - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Prepaid income taxes	$ 2,714	$ 954
Prepaid directors' and officers' insurance	1,897
Prepaid contract manufacturing and clinical costs	1,486	1,479
Prepaid rent	468	337
Other	671	423
Total	$ 7,236	$ 3,193

Balance Sheet Items - Schedule of Property And Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property and equipment, gross	$ 8,964	$ 6,598
Less: accumulated depreciation and amortization	(4,077)	(3,096)
Property and equipment, net	4,887	3,502
Lab Equipment [Member]
Property and equipment, gross	6,848	5,038
Leasehold Improvements [Member]
Property and equipment, gross	1,701	1,180
Computer Equipment [Member]
Property and equipment, gross	273	263
Furniture and Equipment [Member]
Property and equipment, gross	133	$ 117
Construction in Progress [Member]
Property and equipment, gross	$ 9

Balance Sheet Items - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Balance Sheet Related Disclosures [Abstract]
Depreciation and amortization expense related to property and equipment	$ 1,000.0	$ 900,000	$ 800

Balance Sheet Items - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Accrued personnel-related expenses	$ 4,225	$ 2,081
Accrued research and development expenses	4,065	581
Accrued patent expenses	3,213	5,087
Accrued sublicensing fees	586	402
Credit card liability	259	193
Other	788	629
Total	$ 13,136	$ 8,973

- Definition

The carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands			6 Months Ended	12 Months Ended
	May 15, 2020	Nov. 30, 2018	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Related Party Transaction [Line Items]
Carrying value of investment				$ 7,626	$ 7,626
Debt instrument, face amount		$ 1,100
Debt instrument, interest rate		3.04%
Debt instrument Term, Description							The promissory note was repaid in full amount in June 2021 by our president and chief executive officer
Common stock shares held collateral for debt		409,795
Stock-based compensation				$ 3,449	$ 1,002	$ 1,234
Increase in additional paid-in capital			$ 1,200
Debt Instrument, Term		5 years
DuPont
Related Party Transaction [Line Items]
Voting interest				5.00%	10.00%
Dr. Jennifer A. Doudna
Related Party Transaction [Line Items]
Payment for participation				$ 100	$ 100	$ 100
Convertible Preferred Stock \| Private Company License Agreement
Related Party Transaction [Line Items]
Convertible preferred stock issued	7,500,000
Fair value of convertible preferred stock	$ 7,500
Carrying value of investment				$ 7,500	$ 7,500

Paycheck Protection Program Loan - Additional Information (Details) - USD ($) $ in Thousands				12 Months Ended
	May 22, 2021	May 06, 2020	Nov. 30, 2018	Dec. 31, 2021
Line Of Credit Facility [Line Items]
Debt instrument, face amount			$ 1,100
Loan, term			5 years
Debt instrument, interest rate			3.04%
Gain on extinguishment of PPP Loan				$ 1,584
PPP Loan
Line Of Credit Facility [Line Items]
Gain on extinguishment of PPP Loan	$ 1,600
PPP Loan \| CARES Act \| Minimum
Line Of Credit Facility [Line Items]
Percentage of proceeds from loan		60.00%
Web Bank \| PPP Loan
Line Of Credit Facility [Line Items]
Loan, term		2 years
Debt instrument, interest rate		1.00%
Web Bank \| PPP Loan \| CARES Act
Line Of Credit Facility [Line Items]
Debt instrument, face amount		$ 1,600

Commitments and Contingencies - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Commitment And Contingencies [Line Items]
Lease initial term	10 years
Lease option to renew term description		lease laboratory and office space under non-cancellable operating agreements. On March 31, 2021, we entered into a ten-year lease agreement, which superseded and replaced our prior lease, as amended, and the lease included additional office and laboratory space located within the same building in Berkeley, California. Our lease agreement contains a renewal option for an additional term of five years
Lease existence of option to renew term	true
Monthly base rent	$ 300,000
Operating lease payments		$ 3,485,000
Lessee, Operating Lease, Liability, to be Paid, Year One		38,300,000
Rent expense		4,000,000.0	$ 2,500,000	$ 1,600,000
Future minimum lease payments related to capital lease		0
Capital lease obligation			100,000
Other Assets [Member]
Commitment And Contingencies [Line Items]
Security deposit		$ 800,000	$ 600,000
Minimum
Commitment And Contingencies [Line Items]
Payment annual escalation	3.10%
Maximum
Commitment And Contingencies [Line Items]
Payment annual escalation	3.50%

Commitments and Contingencies - Summary of Future Minimum Commitments Under Lease Contracts (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 3,485
2023	3,596
2024	3,708
2025	3,627
2026	4,838
Thereafter	22,541
Total	$ 41,795

Convertible Preferred Stock - Schedule of Convertible Preferred Stock and Liquidation Preference (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Temporary Equity [Line Items]
Preferred Stock, Shares Authorized	10,000,000	0
Preferred Stock, Shares Outstanding	0	0
Series A [Member]
Temporary Equity [Line Items]
Preferred Stock, Shares Authorized		1,576,342
Preferred Stock, Shares Outstanding		1,576,342
Preferred Stock, Liquidation Preference, Value		$ 3,550
Temporary Equity, Carrying Amount, Attributable to Parent		$ 3,452
Series A-1 [Member]
Temporary Equity [Line Items]
Preferred Stock, Shares Authorized		3,004,124
Preferred Stock, Shares Outstanding		3,004,124
Preferred Stock, Liquidation Preference, Value		$ 8,000
Temporary Equity, Carrying Amount, Attributable to Parent		$ 7,901
Series B [Member]
Temporary Equity [Line Items]
Preferred Stock, Shares Authorized		3,186,116
Preferred Stock, Shares Outstanding		3,186,116
Preferred Stock, Liquidation Preference, Value		$ 30,070
Temporary Equity, Carrying Amount, Attributable to Parent		$ 29,970
Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Preferred Stock, Shares Authorized		7,766,582
Preferred Stock, Shares Outstanding		7,766,582
Preferred Stock, Liquidation Preference, Value		$ 41,620
Temporary Equity, Carrying Amount, Attributable to Parent	$ 0	$ 41,323	$ 41,323	$ 41,323

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Convertible Preferred Stock - Additional Information (Details) - $ / shares	Dec. 31, 2021	Jul. 27, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Preferred stock, shares authorized	10,000,000		0
Preferred stock, par value	$ 0.0001		$ 0.0001
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
IPO
Class of Stock [Line Items]
Preferred stock, shares authorized		10,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001

Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details) - shares	Dec. 31, 2021	Dec. 31, 2020
Common stock reserved for future issuance	11,017,930	19,228,521
Preferred Stock, Issued and Outstanding
Common stock reserved for future issuance	0	14,119,631
Stock Options, Issued and Outstanding
Common stock reserved for future issuance	6,757,591	4,520,551
Stock Options, Authorized for Future Issuance
Common stock reserved for future issuance	3,749,339	582,340
Stock Available Under the Employee Stock Purchase Plan
Common stock reserved for future issuance	511,000	0
Restricted Stock Awards
Common stock reserved for future issuance	0	5,999

Equity Compensation Plans - Additional Information (Details) - USD ($)	1 Months Ended	6 Months Ended	10 Months Ended	12 Months Ended
	Jul. 31, 2021	Jun. 30, 2020	Oct. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jul. 22, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted during period				4,860,623
Percentage of price of shares granted at fair value	85.00%
Common stock outstanding percentage				5.00%
Shares available for issuance				3,749,339	582,340
Common stock, shares authorized				300,000,000	28,933,380
Common stock reserved for future issuance				11,017,930	19,228,521
Unrecognized stock based-compensation expenses				$ 34,500,000
Weighted-average period				3 years 1 month 6 days
Stock-based compensation expense				$ 3,449,000	$ 1,002,000	$ 1,234,000
Accrued liabilities				300,000
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of price of shares granted at fair value	110.00%
Cash based compensation	$ 750,000
Employee [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense				3,400,000	1,000,000.0	1,200,000
Non-Employee [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense				$ 100,000	$ 100,000	$ 100,000
Cash based compensation	$ 1,000,000
Employee and Non-Employee [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted during period				4,860,623	509,820
Common stock reserved for future issuance	511,000
Weighted average grant date fair value				$ 7.39	$ 1.82
2013 Stock Option Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for issuance	934,562
Employee Stock Purchase Plan 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares issued	10,000,000
Stock option expiration period				10 years
Stock option plan description	No more than 56,000,000 shares of stock may be issued upon the exercise of incentive stock options under the 2021 Plan
Common stock reserved for future issuance				3,749,339			5,200,000
Percentage of eligible employee to purchase shares of common stock discount	15.00%
Incentive Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of price of shares granted at fair value	10.00%
Restricted Stock Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance				0	5,999
Stock-based compensation expense					$ 100,000
Restricted Stock Awards \| Non-Employee [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture		$ 5,999,000	$ 5,999,000

Equity Compensation Plans - Schedule of Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Shares Available to Grant

Outstanding, Beginning Balance

582,340

Addition option pool

7,871,714

Options granted

4,860,623

Options cancelled or forfeited

155,908

Outstanding, Ending Balance

3,749,339

582,340

Stock Options

Outstanding, Beginning Balance

4,520,551

Options granted

4,860,623

Options exercised

(2,467,675)

Options cancelled or forfeited

(155,908)

Outstanding, Ending Balance

6,757,591

4,520,551

Exercisable at December 31, 2021

1,295,411

Vested and expected to vest at December 31, 2021

6,757,591

Weighted-Average Exercise Price

Outstanding, Beginning Balance

$ 1.64

Options granted

10.99

Options exercised

1.04

Options cancelled or forfeited

2.39

Outstanding, Ending Balance

8.57

$ 1.64

Exercisable at December 31, 2021

2.34

Vested and expected to vest at December 31, 2021

$ 8.57

Weighted-Average Remaining Contractual Term (years)

Outstanding

8 years 8 months 12 days

5 years 3 months 18 days

Options granted

9 years 7 months 6 days

Exercisable at December 31, 2021

5 years 10 months 24 days

Vested and expected to vest at December 31, 2021

8 years 8 months 12 days

Aggregate Intrinsic Value

Outstanding

^[1]

$ 50,085

$ 6,929

Exercisable at December 31, 2021

^[1]

16,519

Vested and expected to vest at December 31, 2021

^[1]

$ 50,085

[1]	The aggregate intrinsic value is calculated as the difference between the stock option exercise price and the estimated fair value of the underlying common stock as of December 31, 2021.

Equity Compensation Plans - Schedule of Estimated Fair Value of Stock Options on the Grant Date Using Black-Scholes Option-Pricing Model (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk free interest rate			1.90%
Expected dividend yield	0.00%	0.00%	0.00%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Volatility	71.50%	72.00%	70.30%
Expected term (in years)	5 years 6 months	5 years 6 months	6 years
Risk free interest rate	0.90%	0.30%
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Volatility	76.50%	76.80%	70.70%
Expected term (in years)	7 years	10 years	9 years 4 months 24 days
Risk free interest rate	1.60%	0.70%

Equity Compensation Plans - Schedule of Stock Option Expenses Related to Employee and Non-Employee Stock Options Granted (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation	$ 3,449	$ 1,002	$ 1,234
Research and Development Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation	1,358	694	597
General and Administrative Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation	$ 2,091	$ 308	$ 637

Equity Compensation Plans - Schedule of Stock-based Compensation Expense Related to Equity-Based Awards (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 3,449	$ 1,002	$ 1,234
Stock Options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	3,323	$ 1,002	$ 1,234
ESPP
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 126

401(k) Savings Plan - Additional Information (Details) - 2017 Plan - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Defined Benefit Plan Disclosure [Line Items]
Defined contribution plan, Employer matching contribution percent of match	4.00%
Employer contribution	$ 0.4	$ 0.3	$ 0.3

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended							12 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Pre-tax book income (loss) in the United States								$ (66,600,000)	$ (36,100,000)	$ (31,000,000.0)
Benefit from income taxes	$ 0	$ 0	$ 0	$ (354,000)	$ (213,000)	$ (50,000)	$ (1,202,000)	321,000	(1,819,000)	(7,537,000)
Unrecognized Tax Benefits				1,353,000				$ 2,202,000	$ 1,353,000	$ 810,000	$ 589,000
Effective income tax rate								(0.00%)	(5.00%)	(24.00%)
Unrecognized tax benefits, income tax penalties and interest accrued				0				$ 0	$ 0
Deferred Tax Assets, Valuation Allowance				$ 10,702,000				34,521,000	$ 10,702,000
Unrecognized tax benefits that would impact effective tax rate								$ 0
CARES Act
Percentage of coronavirus aid relief and economic security act removes limit for taxable years								100.00%
Operating Loss Carryforward Indefinitely Member
Net operating loss carryforwards stock ownership percentage								5.00%
Federal
Federal net operating loss carryforwards								$ 87,700,000
Deferred tax assets, tax credit carryforwards, research								6,500
State
State net operating loss carryforwards								74,200,000
Deferred tax assets, tax credit carryforwards, research								$ 4,200,000

Income Taxes - Schedule of Reconciliation of Statutory Income Tax Rate to Our Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Federal income tax (benefit) at statutory rate	(21.00%)	(21.00%)	(21.00%)
State taxes, net of federal benefit	(9.00%)	(6.00%)	(4.00%)
Stock-based compensation	(1.00%)	1.00%	1.00%
R&D tax credits, net of reserves	(4.00%)	(3.00%)	(2.00%)
Other	0.00%	(1.00%)	1.00%
Effective income tax rate	(0.00%)	(5.00%)	(24.00%)
Federal
Change in valuation allowance	26.00%	19.00%	0.00%
State
Change in valuation allowance	9.00%	6.00%	1.00%

Income Taxes - Schedule of Benefit from Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended							12 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current income taxes
Federal								$ 0	$ (907)	$ (404)
State								1	7	(20)
Total current income tax (benefit) expense								1	(900)	(424)
Deferred income taxes:
Federal								317	(950)	(6,201)
State								3	31	(912)
Total deferred income tax (benefit) expense								320	(919)	(7,113)
Total income tax (benefit) expense	$ 0	$ 0	$ 0	$ (354)	$ (213)	$ (50)	$ (1,202)	$ 321	$ (1,819)	$ (7,537)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
NOL and tax attributes	$ 32,878	$ 10,110
Accrued expenses and reserve	1,055	868
Deferred revenue and expenses	872	505
State income taxes	7	7
Capitalized license and patent costs	1,980	1,493
Stock-based compensation	576	203
Total deferred tax assets	37,368	13,186
Valuation Allowance	(34,521)	(10,702)
Net deferred tax assets	2,847	2,484
Deferred tax liabilities:
Investments in equity securities	(2,077)	(1,866)
Fixed assets	(1,246)	(773)
Total deferred tax liabilities	(3,323)	(2,639)
Net deferred tax assets (liabilities)	$ (476)	$ (155)

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Unrecognized Tax Benefits, Beginning Balance	$ 1,353	$ 810	$ 589
Increases related to current year tax positions	869	363	215
Increases related to prior year tax positions	7	180	6
Decreases related to prior year tax positions	(27)
Decreases related to lapse of statutes	0	0	0
Unrecognized Tax Benefits, Ending Balance	$ 2,202	$ 1,353	$ 810

Net Loss Per Share - Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator
Net loss and comprehensive loss	$ (18,479)	$ (20,974)	$ (14,311)	$ (13,159)	$ (14,703)	$ (7,933)	$ (1,872)	$ (9,800)	$ (66,923)	$ (34,308)	$ (23,431)
Denominator:
Weighted-average common shares outstanding, basic and diluted	60,180,759	45,889,646	10,261,770	9,499,448	8,775,242	8,537,965	8,441,934	8,429,410	31,663,243	8,546,741	8,374,674
Net loss per share, basic and diluted	$ (0.31)	$ (0.46)	$ (1.39)	$ (1.39)	$ (1.68)	$ (0.93)	$ (0.22)	$ (1.16)	$ (2.11)	$ (4.01)	$ (2.80)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
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+ Details

Net Loss Per Share - Computation of the Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities	6,776,395	19,049,977	19,290,020
Convertible Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities	0	14,119,631	14,119,631
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities	6,757,591	4,520,551	4,760,594
Shares Committed Under ESPP
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities	18,804	0	0
Common Shares Subject to Nonrecourse Notes
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities	0	409,795	409,795

Unaudited Quarterly Results - Summary of results of operations quarterly basis (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Quarterly Financial Data [Abstract]
Licensing and collaboration revenue	$ 2,559	$ 3,977	$ 1,476	$ 1,586	$ 984	$ 1,198	$ 8,478	$ 1,701	$ 9,598	$ 12,361	$ 5,788
Operating Expenses [Abstract]
Research and development	15,111	15,833	11,146	10,165	12,024	6,180	7,580	8,641	52,255	34,425	23,635
General and administrative	7,853	6,760	5,113	4,596	4,171	3,247	3,153	3,489	24,322	14,060	16,458
Total operating expenses	22,964	22,593	16,259	14,761	16,195	9,427	10,733	12,130	76,577	48,485	40,093
Loss from operations	(20,405)	(18,616)	(14,783)	(13,175)	(15,211)	(8,229)	(2,255)	(10,429)	(66,979)	(36,124)	(34,305)
Total other income (expense)	2,247	(2,358)	472	16	154	83	333	(573)	377	(3)	3,337
Net loss before provision for (benefit from) income taxes	(18,158)	(20,974)	(14,311)	(13,159)	(15,057)	(8,146)	(1,922)	(11,002)	(66,602)	(36,127)	(30,968)
Provision for (benefit from) income taxes		0	0	0	(354)	(213)	(50)	(1,202)	321	(1,819)	(7,537)
Net loss	$ (18,479)	$ (20,974)	$ (14,311)	$ (13,159)	$ (14,703)	$ (7,933)	$ (1,872)	$ (9,800)	$ (66,923)	$ (34,308)	$ (23,431)
Earnings Per Share, Basic and Diluted	$ (0.31)	$ (0.46)	$ (1.39)	$ (1.39)	$ (1.68)	$ (0.93)	$ (0.22)	$ (1.16)	$ (2.11)	$ (4.01)	$ (2.80)
Weighted-average common shares outstanding, basic and diluted	60,180,759	45,889,646	10,261,770	9,499,448	8,775,242	8,537,965	8,441,934	8,429,410	31,663,243	8,546,741	8,374,674

Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2021
Subsequent Event [Line Items]
Monthly base rent	$ 300
Future minimum lease payment		$ 41,795
Maximum [Member]
Subsequent Event [Line Items]
Payment annual escalation	3.50%