0000950170-23-005067 | 10-K | XBRL Viewer

Income Taxes

12 Months Ended

Dec. 31, 2022

10. Income Taxes

The following is a reconciliation of the Company’s expected federal income tax provision (benefit) to the actual income tax provision (in thousands):


	Years Ended December 31,
	2022			2021			2020
Tax computed at federal statutory rate	$	(59,161	)	$	(44,551	)	$	(36,411	)
State tax, net of federal tax benefit		(11,109	)		(6,966	)		(1,296	)
Non-deductible compensation		2,086			10,202			75
Permanent differences		(1,340	)		(686	)		(240	)
Stock compensation		3,356			(35,852	)		(6,073	)
R&D tax credits		(14,484	)		(12,140	)		(7,177	)
Reserve for uncertain tax positions		12,564			7,192			1,555
Other		(1,376	)		84			70
Valuation allowance		69,464			82,717			49,497
Income tax expense	$	—		$	—		$	—

Significant components of the Company’s deferred tax assets are summarized as follows (in thousands):


	December 31,
	2022			2021
Deferred tax assets:
Capitalized R&D expense	$	127,250		$	95,172
Net operating losses		84,608			62,913
R&D tax credits		49,736			35,387
Intangible asset amortization		8,012			6,985
Deferred revenue		8,714			8,706
Stock compensation		13,128			8,710
Lease liability		22,961			24,112
Other		2,526			6,972
Total deferred tax assets		316,935			248,957
Deferred tax liabilities:
Depreciation		(6,814	)		(7,323	)
Right-of-use assets		(13,874	)		(14,851	)
Total deferred tax liabilities		(20,688	)		(22,174	)
Net of deferred tax assets and liabilities		296,247			226,783
Valuation allowance		(296,247	)		(226,783	)
Net deferred tax assets	$	—		$	—

A valuation allowance of $296.2 million and $226.8 million at December 31, 2022 and 2021, respectively, has been established to offset the deferred tax assets, as realization of such assets is uncertain.

At December 31, 2022, the Company had federal and California net operating loss (NOL) carryforwards of $392.5 million and $452.2 million, respectively, which may be available to offset future taxable income. The federal and California NOL carryforwards begin to expire in 2027 and 2028, respectively, unless previously utilized. At December 31, 2022, the Company had federal and California research and development (R&D) credit carryforwards of $35.1 million and $33.3 million, respectively. The federal R&D tax credit carryforwards will begin to expire in 2035 unless previously utilized. The California R&D credit carryforwards will carry forward indefinitely.

Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, (the Code), substantial changes in the Company's ownership may limit the amount of net operating loss and research and development credit carryforwards that could be used annually in the future to offset taxable income. The tax benefits related to future utilization of federal and state net operating loss carryforwards, credit carryforwards, and other deferred tax assets may be limited or lost if cumulative changes in ownership exceeds 50% within any three-year period. The Company completed a study to assess whether an ownership change, as defined by Section 382 of the Code, had occurred from the Company’s formation through December 31, 2015. Based upon this study, the Company determined that several ownership changes had occurred. Accordingly, the Company reduced its deferred tax assets related to the federal NOL carryforwards and the federal R&D credit carryforwards that are anticipated to expire unused as a result of these ownership changes. These tax attributes were excluded from deferred tax assets with a corresponding reduction of the valuation allowance with no net effect on income tax expense or the effective tax rate. The Company updated the study through December 31, 2022 and concluded there were no ownership changes during 2022. Future ownership changes may further limit the Company’s ability to utilize its remaining tax attributes.

The Company files income tax returns in the United States, various state jurisdictions, and the Netherlands with varying statutes of limitations. The Company currently has no years under examination by any jurisdiction; however, the Company is subject to income tax examination by federal and state tax authorities for years beginning in 2019 and 2018, respectively. However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where NOLs and tax credits were generated and carried forward, and make adjustments up to the amount of the carryforwards.

The change in the Company’s unrecognized tax benefits is summarized as follows (in thousands):


	December 31,
	2022		2021			2020
Beginning unrecognized tax benefits	$	37,255	$	19,779		$	16,822
Increase related to current year tax positions		9,101		17,557			1,837
Increase related to prior year tax positions		6,411		—			1,120
Decrease related to prior year tax positions		—		(81	)		—
Ending unrecognized tax benefits	$	52,767	$	37,255		$	19,779

The Company does not anticipate that the amount of unrecognized tax benefits as of December 31, 2022 will significantly change within the next twelve months. Due to the valuation allowance recorded against the Company’s deferred tax assets, none of the total unrecognized tax benefits as of December 31, 2022 would reduce the effective tax rate if recognized. The Company has not recognized interest or penalties related to income tax matters in its consolidated statements of operations and comprehensive loss since inception.

- 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.

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+ Details

Convertible Preferred Stock and Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Convertible Preferred Stock And Stockholders Deficit Disclosure [Abstract]

Convertible Preferred Stock and Stockholders’ Equity

9. Convertible Preferred Stock and Stockholders’ Equity

Convertible Preferred Stock

In November 2016, the Company completed a private placement of stock in which investors, including investors affiliated with the directors and officers of the Company, purchased convertible preferred stock and common stock of the Company (the November 2016 Placement). The Company issued 2,819,549 shares of non-voting Class A Convertible Preferred Stock (the Class A Preferred) at $13.30 per share, each of which is convertible into five shares of common stock upon certain conditions defined in the Certificate of Designation of Preferences, Rights and Limitations of the Class A Preferred filed with the Delaware Secretary of State on November 22, 2016 (the CoD). The Class A Preferred were purchased exclusively by entities affiliated with Redmile Group, LLC (collectively, Redmile). The terms of the CoD prohibited Redmile from converting the Class A Preferred into shares of the Company’s common stock if, as a result of conversion, Redmile, together with its affiliates, would own more than 9.99% of the Company’s common stock then issued and outstanding (the Redmile Percentage Limitation), which percentage could change at Redmile’s election upon 61 days’ notice to the Company to (i) any other number less than or equal to 19.99% or (ii) subject to approval of the Company’s stockholders to the extent required in accordance with the NASDAQ Global Market rules, any number in excess of 19.99%. On May 2, 2017, the Company’s stockholders approved the issuance of up to an aggregate of 14,097,745 shares of common stock upon the conversion of the outstanding shares of Class A Preferred. As a result, Redmile has the right to increase the Redmile Percentage Limitation to any percentage in excess of 19.99% at its election. The Company also issued 7,236,837 shares of common stock at $2.66 per share as part of the November 2016 Placement.

The Class A Preferred are non-voting shares and have a stated par value of $0.001 per share and are convertible into five shares of the Company’s common stock at a conversion price of $2.66 per share, which was the fair value of the Company’s common stock on the date of issuance. Holders of the Class A Preferred have the same dividend rights as holders of the Company’s common stock. Additionally, the liquidation preferences of the Class A Preferred are pari passu among holders of the Company’s common stock and holders of the Class A Preferred, pro rata based on the number of shares held by each such holder (treated for this purpose as if the Class A Preferred had been converted to common stock).

During the year ended December 31, 2019, 25,000 shares of the Company’s Class A Preferred were converted into 125,000 shares of the Company’s common stock.

Description of Securities

Dividends

As of December 31, 2022, the Board of Directors of the Company has not declared any dividends.

Stock Option and Incentive Plans and Inducement Equity Plan

2013 Stock Option and Incentive Plan

On August 28, 2013, the Company’s board of directors and stockholders approved and adopted the 2013 Stock Option and Incentive Plan (the 2013 Plan). The 2013 Plan became effective immediately prior to the Company’s IPO. The 2013 Plan was subsequently amended in May 2017. Under the 2013 Plan, the Company could grant stock options, stock appreciation rights, restricted

stock, restricted stock units and other awards to individuals who are then employees, officers, directors or consultants of the Company or its subsidiaries.

Recipients of stock options under the 2013 Plan shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair value of such stock on the date of grant. Under the 2013 Plan, stock options generally vest 25% on the first anniversary of the original vesting date, with the balance vesting monthly over the remaining three years, or vest monthly over four years, unless they contain specific performance and/or market-based vesting provisions. The maximum term of stock options granted under the 2013 Plan is ten years. Under the 2013 Plan, restricted stock units generally vest annually over four years. Performance-based stock units/awards vest upon the achievement of certain pre-defined company-specific performance-based clinical achievement criteria.

The 2013 Plan was replaced by the 2022 Stock Option and Incentive Plan on June 9, 2022.

2022 Stock Option and Incentive Plan

On June 9, 2022, the Company adopted the 2022 Stock Option and Incentive Plan (the “2022 Plan”). The 2022 Plan authorizes 9.5 million shares of common stock for issuance and allows for the grant of stock options, stock appreciation rights, restricted stock awards, performance-based awards, and other awards to individuals who are then employees, officers, directors or consultants of the Company. The shares of common stock underlying any awards from the 2022 Plan and a previously existing equity plan from 2013 or 2007 that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of common stock, expire or are otherwise terminated (other than by exercise) are added back to the shares of common stock available for issuance under the 2022 Plan.

Recipients of stock options under the 2022 Plan shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair value of such stock on the date of grant. Under the 2022 Plan, stock options generally vest 25% on the first anniversary of the original vesting date, with the balance vesting monthly over the remaining three years, or vest monthly over four years, unless they contain specific performance and/or market-based vesting provisions. The maximum term of stock options granted under the 2022 Plan is ten years. Under the 2022 Plan, restricted stock units generally vest annually over four years. Performance-based stock units/awards vest upon the achievement of certain pre-defined company-specific performance-based clinical achievement criteria.

Inducement Plan

On May 10, 2016, the Company’s board of directors approved the Fate Therapeutics, Inc. Inducement Equity Plan (the Inducement Plan), the purpose of which is to enable the Company to grant equity awards to induce highly-qualified prospective officers and employees who are not employed by the Company to accept employment with the Company. Under the Inducement Plan, the Company may grant non-qualified stock options and restricted stock units. A total of 500,000 shares of common stock were initially reserved for issuance under the Inducement Plan. In January 2021, March 2020, and January 2019, an additional 300,000 shares, 470,822 shares, and 200,000 shares, respectively, of common stock were reserved for issuance under the Inducement Plan. The shares of common stock underlying any awards from the Inducement Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of common stock, expire or are otherwise terminated (other than by exercise) under the Inducement Plan will be added back to the shares of common stock available for issuance under the Inducement Plan.

Employee Stock Purchase Plan

On September 13, 2013, the Company’s board of directors approved and adopted the 2013 Employee Stock Purchase Plan (the ESPP). A total of 729,000 shares of common stock were initially reserved for issuance under the ESPP. In addition, the number of shares of stock available for issuance under the ESPP will be automatically increased each January 1, beginning on January 1, 2015, by the lesser of (i) 2% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31, (ii) 450,000 shares, or (iii) such lesser number as determined by the compensation committee of the Company’s board of directors.

No purchases have been made to date under the ESPP.

Pre-Funded Warrants

In January 2021, in conjunction with a public offering, the Company issued Pre-Funded Warrants, in lieu of common stock to certain investors, to purchase 257,310 shares of the Company’s common stock. The purchase price for the Pre-Funded Warrants was $85.499 per Pre-Funded Warrant, which equals the per share public offering price for the shares of common stock less the $0.001 exercise price for each such Pre-Funded Warrant. Given that the Pre-Funded Warrants are indexed to the Company’s own shares of

common stock (and otherwise meet the requirements to be classified in equity), the Company recorded the consideration received from the issuance of the warrants as additional paid-in capital on the Company’s consolidated balance sheets.

The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.

As of December 31, 2022, there were 257,310 Pre-Funded Warrants outstanding.

Stock Options and Restricted Stock Unit Awards

Stock Options. The following table summarizes stock option activity and related information under all equity plans for the year ended December 31, 2022:


	Options			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value (in 000s)
Outstanding at December 31, 2021		7,708,263		$	20.43
Granted		848,457			36.68
Exercised		(941,780	)		9.74
Cancelled		(347,714	)		48.56
Outstanding at December 31, 2022		7,267,226		$	22.37		6.30	$	7,577
Options vested and expected to vest at December 31, 2022		7,267,226		$	22.37		6.30	$	7,577
Options exercisable at December 31, 2022		5,722,035		$	18.20		5.79	$	7,577

For the years ended December 31, 2022, 2021, and 2020, the weighted average grant date fair value of stock options granted per share was equal to $24.07, $55.83 and $18.87, respectively.

As of December 31, 2022, 2021 and 2020, the unrecognized compensation cost related to outstanding options was $35.1 million, $48.9 million and $66.1 million, respectively, which was expected to be recognized as expense over approximately 2.2 years, 2.3 years and 2.9 years, respectively.

The total intrinsic value, which is the amount by which the exercise price was exceeded by the price of the Company’s common stock on the date of exercise, of stock options exercised during the years ended December 31, 2022, 2021 and 2020, was $23.8 million, $184.3 million and $59.7 million, respectively. Total cash received upon the exercise of stock options was $9.2 million for the year ended December 31, 2022.

Restricted Stock Units. The following table summarizes restricted stock unit activity and related information under all equity plans for the year ended December 31, 2022:


	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value Per Share		Weighted Average Remaining Vesting Period		Aggregate Intrinsic Value (in 000s)
Outstanding at December 31, 2021		4,008,832		$	58.60
Granted		3,211,208			36.58
Vested		(626,175	)		53.44
Cancelled		(731,132	)		51.46
Outstanding at December 31, 2022		5,862,733		$	48.13		3.13	$	59,155
Restricted stock units expected to vest at December 31, 2022		4,065,114		$	44.46		2.75	$	41,017

As of December 31, 2022, 2021 and 2020, the unrecognized compensation cost related to outstanding restricted stock units (excluding those with unachieved performance-based conditions) was $137.7 million, $98.2 million and $20.8 million, respectively, which was expected to be recognized as expense over approximately 2.8 years, 3.2 years and 2.9 years, respectively.

During the year ended December 31, 2021, 1,199,377 performance-based restricted stock units ("PRSUs") were granted, none of which have vested. No PRSUs were granted during the year ended December 31, 2022. There were 1,797,619 and 1,199,377 PRSUs outstanding at December 31, 2022 and 2021, respectively.

Stock-Based Compensation Expense

The allocation of stock-based compensation for all stock awards is as follows (in thousands):


	Years Ended December 31,
	2022		2021		2020
Research and development	$	51,103	$	35,140	$	18,636
General and administrative		27,630		19,224		12,117
Total stock-based compensation expense	$	78,733	$	54,364	$	30,753

Stock Option Grants Valuation. The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants were as follows:


	Years Ended December 31,
	2022			2021			2020
Risk–free interest rate		1.9	%		0.5	%		1.0	%
Expected volatility		76.2	%		76.5	%		77.5	%
Expected term (in years)		5.8			5.1			5.5
Expected dividend yield		0.0	%		0.0	%		0.0	%

Risk-free interest rate. The Company bases the risk-free interest rate assumption on observed interest rates appropriate for the expected term of the stock option grants.

Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends.

Expected volatility. During the years ended December 31, 2022 and 2021, the Company based the expected volatility on the historical volatility of its common stock over the most recent period commensurate with the estimated expected term of the Company’s stock options, as the Company determined there was sufficient operating history and company-specific historical volatility to estimate the expected volatility.

Expected term. The expected term represents the period of time that options are expected to be outstanding. During the years ended December 31, 2022 and 2021, the Company estimated the expected term using historical experience and anticipated future exercise behavior.

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance is as follows:


	December 31,
	2022		2021
Convertible preferred stock (if converted)		13,972,745		13,972,745
Common stock options		7,267,226		7,708,263
Restricted stock units		5,862,733		4,008,832
Awards available under the 2013 Plan		—		3,356,946
Awards available under the 2022 Plan		10,274,169		—
Awards available under the Inducement Plan		741,000		856,000
Employee stock purchase plan		729,000		729,000
Total		38,846,873		30,631,786

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

5. Fair Value Measurements

The following tables presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021 (in thousands):


			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of December 31, 2022:
Financial assets:
Money market funds	$	61,333	$	61,333	$	—	$	—
U.S. Treasury debt securities		79,025		79,025		—		—
Non-US government securities		2,423		—		2,423		—
Municipal securities		23,697		—		23,697		—
Corporate debt securities		122,861		—		122,861		—
Commercial paper		151,830		—		151,830		—
Total assets measured at fair value on a recurring basis	$	441,169	$	140,358	$	300,811	$	—

Financial liabilities:
Stock price appreciation milestones	$	3,861	$	—	$	—	$	3,861
Total financial liabilities measured at fair value on a recurring basis	$	3,861	$	—	$	—	$	3,861

As of December 31, 2021:
Financial assets:
Money market funds	$	133,583	$	133,583	$	—	$	—
U.S. Treasury debt securities		80,444		80,444		—		—
Municipal securities		27,004		—		27,004		—
Corporate debt securities		251,267		—		251,267		—
Commercial paper		224,276		—		224,276		—
Total assets measured at fair value on a recurring basis	$	716,574	$	214,027	$	502,547	$	—

Financial liabilities:
Stock price appreciation milestones	$	24,168	$	—	$	—	$	24,168
Total financial liabilities measured at fair value on a recurring basis	$	24,168	$	—	$	—	$	24,168

Level 1 assets consisted of money market funds and U.S. Treasury securities measured at fair value based on quoted prices in active markets as provided by the Company’s investment managers.

Level 2 assets consisted of corporate debt securities, commercial paper, municipal securities, and non-U.S. government securities measured at fair value using standard observable inputs, including reported trades, broker/dealer quotes, and bids and/or offers. The Company validates the quoted market prices provided by its investment managers by comparing the investment managers’ assessment of the fair values of the Company's investment portfolio balance against the fair values of the Company's investment portfolio balance obtained from an independent source.

There were no Level 3 assets held by the Company as of December 31, 2022.

Level 3 liabilities consisted of stock price appreciation milestones associated with the Amended MSK License as described in detail in Note 2. To determine the estimated fair value of the stock price appreciation milestones, the Company uses a Monte Carlo simulation methodology which models future Company common stock prices based on several key variables. The assumptions used to calculate the fair value of the stock price appreciation milestones are subject to a significant amount of judgment including the

expected volatility of the Company’s common stock and estimated term, which is based in part on the last valid patent claim date. Fair value measurements are highly sensitive to changes in these inputs and significant changes could result in a significantly higher or lower fair value and resulting expense or gain. Further, as the stock price appreciation milestones are first contingent upon the achievement of a specified clinical milestone, the Company also estimates the fair value of the stock price appreciation milestones based on the probability of achieving the clinical milestone. This assessment is based on several factors including the successful achievement of technological, manufacturing, and regulatory requirements.

A small change in the assumptions and other inputs, such as the price of the Company’s common stock, may have a relatively large change in the estimated fair value of the stock price appreciation milestones and associated liability and expense. For example, keeping all other variables constant, a hypothetical 10% increase in the stock price at December 31, 2022 from $10.09 to $11.10 per share would have decreased the income recorded during 2022 by $0.4 million related to the stock price appreciation milestones. Keeping all other variables constant, a hypothetical 10% decrease in the stock price at December 31, 2022 from $10.09 to $9.08 per share would have increased the income recorded during 2022 by $0.4 million related to the stock price appreciation milestones.

The following table presents the changes in fair value of the Company’s Level 3 stock price appreciation milestones liability (in thousands):


Balance at December 31, 2021	$	24,168
Changes in fair value of stock price appreciation milestones liability		(20,307	)
Balance at December 31, 2022	$	3,861

None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented.

- 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

Income Taxes (Details 2) - USD ($)	12 Months Ended
Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 296,247,000	$ 226,783,000
U.S. Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 392,500
Net operating loss carryforward expiration year	2027
California
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 452,200
Net operating loss carryforward expiration year	2028

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating activities:
Net loss	$ (281,721)	$ (212,151)	$ (173,387)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	13,758	5,850	3,087
Stock-based compensation	78,733	54,364	30,753
Accretion and amortization of premiums and discounts on investments, net	(256)	5,067	1,676
Amortization of collaboration contract asset	2,676	3,995	3,110
Deferred revenue	(6,381)	(18,559)	60,603
Change in fair value of stock price appreciation milestones	(20,307)	(3,534)	47,702
Changes in assets and liabilities:
Accounts receivable	(29,804)	(3,160)	(5,515)
Prepaid expenses and other assets	(18,330)	(3,052)	(13,582)
Accounts payable and accrued expenses	14,252	5,907	(1,554)
Right-of-use assets and lease liabilities, net	(828)	2,403	7,878
Net cash used in operating activities	(248,208)	(162,870)	(39,229)
Investing activities
Purchases of property and equipment	(35,566)	(50,704)	(4,932)
Purchases of investments	(404,796)	(968,159)	(277,344)
Maturities of investments	607,113	694,840	121,200
Net cash provided by (used in) investing activities	166,751	(324,023)	(161,076)
Financing activities
Issuance of common stock from equity incentive plans, net of issuance costs	9,207	20,714	9,655
Proceeds from public offering of common stock, net of issuance costs	0	411,735	188,784
Proceeds from issuance of pre-funded warrants, net of issuance costs	0	20,680	0
Proceeds from private placement of common stock, net of issuance costs	0	0	49,975
Proceeds from sale of common stock to collaboration partner, net of issuance costs	0	0	33,934
Proceeds from CIRM award	0	0	490
Net cash provided by financing activities	9,207	453,129	282,838
Net change in cash, cash equivalents and restricted cash	(72,250)	(33,764)	82,533
Cash, cash equivalents and restricted cash at beginning of the year	148,810	182,574	100,041
Cash, cash equivalents and restricted cash at end of the year	76,560	148,810	182,574
Supplemental schedule of noncash investing and financing activities
Purchases of property and equipment in accounts payable	1,055	4,371	1,486
Right-of-use assets obtained in exchange for lease obligations	682	8,600	49,287
Accrued issuance costs included in additional paid-in-capital	$ 0	$ 133	$ 0

Investments (Tables)

12 Months Ended

Dec. 31, 2022

Investments [Abstract]

Summary of Investments

The following table summarizes the Company’s investments accounted for as available-for-sale securities as of December 31, 2022 and 2021 (in thousands):


	Maturity (in years)	Amortized Cost		Unrealized Losses			Unrealized Gains		Estimated Fair Value
December 31, 2022
Classified as current assets:
U.S. Treasury debt securities	1 or less	$	79,251	$	(263	)	$	37	$	79,025
Non-US government securities	1 or less		2,425		(2	)		—		2,423
Municipal securities	1 or less		18,963		(208	)		—		18,755
Corporate debt securities	1 or less		123,996		(1,138	)		3		122,861
Commercial paper	1 or less		152,056		(230	)		4		151,830
Total short-term investments		$	376,691	$	(1,841	)	$	44	$	374,894
Classified as non-current assets:
Municipal securities	Greater than 1	$	5,000	$	(58	)	$	—	$	4,942
Total long-term investments		$	5,000	$	(58	)	$	—	$	4,942

December 31, 2021
Classified as current assets:
U.S. Treasury debt securities	1 or less	$	70,653	$	(163	)	$	—	$	70,490
Municipal securities	1 or less		18,017		(6	)		1		18,012
Corporate debt securities	1 or less		169,736		(187	)		—		169,549
Commercial paper	1 or less		224,333		(59	)		2		224,276
Total short-term investments		$	482,739	$	(415	)	$	3	$	482,327
Classified as non-current assets:
U.S. Treasury debt securities	Greater than 1	$	9,989	$	(35	)	$	—	$	9,954
Municipal securities	Greater than 1		9,034		(42	)		—		8,992
Corporate debt securities	Greater than 1		81,989		(271	)		—		81,718
Total long-term investments		$	101,012	$	(348	)	$	—	$	100,664

Aggregated by investment category and the length of time

aggregated by investment category and the length of time that individual securities have been in a continuous loss position (in thousands):


	Less Than 12 Months					12 Months or Greater					Total
	Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses
December 31, 2022
U.S. Treasury debt securities	$	51,246	$	(163	)	$	9,898	$	(100	)	$	61,144	$	(263	)
Non-US government securities		2,424		(2	)		—		—			2,424		(2	)
Municipal securities		14,765		(193	)		8,933		(73	)		23,698		(266	)
Corporate debt securities		45,621		(174	)		71,625		(964	)		117,246		(1,138	)
Commercial paper		66,455		(230	)		—		—			66,455		(230	)
Total	$	180,511	$	(762	)	$	90,456	$	(1,137	)	$	270,967	$	(1,899	)

December 31, 2021
U.S. Treasury debt securities	$	80,444	$	(198	)	$	—	$	—		$	80,444	$	(198	)
Municipal securities		23,352		(48	)		—		—			23,352		(48	)
Corporate debt securities		250,467		(458	)		—		—			250,467		(458	)
Commercial paper		59,863		(59	)		—		—			59,863		(59	)
Total	$	414,126	$	(763	)	$	—	$	—		$	414,126	$	(763	)

Investments

12 Months Ended

Dec. 31, 2022

Investments [Abstract]

Investments

4. Investments

The Company invests portions of excess cash in United States treasuries, commercial paper, non-U.S. government securities, municipal securities, and corporate debt securities with maturities ranging from three to thirty-six months from the purchase date. These investments are accounted for as available-for-sale securities and are classified as short-term and long-term investments in the accompanying consolidated balance sheets based on each security’s contractual maturity date.

The following table summarizes the Company’s investments accounted for as available-for-sale securities as of December 31, 2022 and 2021 (in thousands):


	Maturity (in years)	Amortized Cost		Unrealized Losses			Unrealized Gains		Estimated Fair Value
December 31, 2022
Classified as current assets:
U.S. Treasury debt securities	1 or less	$	79,251	$	(263	)	$	37	$	79,025
Non-US government securities	1 or less		2,425		(2	)		—		2,423
Municipal securities	1 or less		18,963		(208	)		—		18,755
Corporate debt securities	1 or less		123,996		(1,138	)		3		122,861
Commercial paper	1 or less		152,056		(230	)		4		151,830
Total short-term investments		$	376,691	$	(1,841	)	$	44	$	374,894
Classified as non-current assets:
Municipal securities	Greater than 1	$	5,000	$	(58	)	$	—	$	4,942
Total long-term investments		$	5,000	$	(58	)	$	—	$	4,942

December 31, 2021
Classified as current assets:
U.S. Treasury debt securities	1 or less	$	70,653	$	(163	)	$	—	$	70,490
Municipal securities	1 or less		18,017		(6	)		1		18,012
Corporate debt securities	1 or less		169,736		(187	)		—		169,549
Commercial paper	1 or less		224,333		(59	)		2		224,276
Total short-term investments		$	482,739	$	(415	)	$	3	$	482,327
Classified as non-current assets:
U.S. Treasury debt securities	Greater than 1	$	9,989	$	(35	)	$	—	$	9,954
Municipal securities	Greater than 1		9,034		(42	)		—		8,992
Corporate debt securities	Greater than 1		81,989		(271	)		—		81,718
Total long-term investments		$	101,012	$	(348	)	$	—	$	100,664

As of December 31, 2022 and 2021, the Company had $0.8 million and $1.1 million, respectively, of accrued interest on investments recorded in prepaid expenses and other assets on the consolidated balance sheets.

The following tables present gross unrealized losses and fair values for those investments that were in an unrealized loss position as of December 31, 2022 and December 31, 2021, aggregated by investment category and the length of time that individual securities have been in a continuous loss position (in thousands):


	Less Than 12 Months					12 Months or Greater					Total
	Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses
December 31, 2022
U.S. Treasury debt securities	$	51,246	$	(163	)	$	9,898	$	(100	)	$	61,144	$	(263	)
Non-US government securities		2,424		(2	)		—		—			2,424		(2	)
Municipal securities		14,765		(193	)		8,933		(73	)		23,698		(266	)
Corporate debt securities		45,621		(174	)		71,625		(964	)		117,246		(1,138	)
Commercial paper		66,455		(230	)		—		—			66,455		(230	)
Total	$	180,511	$	(762	)	$	90,456	$	(1,137	)	$	270,967	$	(1,899	)

December 31, 2021
U.S. Treasury debt securities	$	80,444	$	(198	)	$	—	$	—		$	80,444	$	(198	)
Municipal securities		23,352		(48	)		—		—			23,352		(48	)
Corporate debt securities		250,467		(458	)		—		—			250,467		(458	)
Commercial paper		59,863		(59	)		—		—			59,863		(59	)
Total	$	414,126	$	(763	)	$	—	$	—		$	414,126	$	(763	)

The Company reviews its investment holdings at the end of each reporting period and evaluates any unrealized losses using the expected credit loss model to determine if the unrealized loss is a result of a credit loss or other factors. The Company also evaluates its investment holdings for impairment using a variety of factors including the Company’s intent to sell the underlying securities prior to maturity and whether it is more likely than not that the Company would be required to sell the securities before the recovery of their amortized basis. During the years ended December 31, 2022, 2021 and 2020, the Company did not recognize any impairment or realized gains or losses on sales of investments, and the Company did not record an allowance for, or recognize, any expected credit losses.

Collaboration and License Agreements (Details) - USD ($)								1 Months Ended				12 Months Ended
	Nov. 07, 2022	Sep. 14, 2022	May 26, 2022	Apr. 07, 2020	Apr. 02, 2020	Sep. 14, 2018	Sep. 14, 2018	Jun. 30, 2022	Jun. 30, 2020	Oct. 31, 2018	Sep. 30, 2018	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 31, 2021	Dec. 04, 2020
Collaboration agreement
Aggregate purchase price of common stock													$ 432,281,000	$ 188,784,000
Proceeds from private placement of common stock, net of issuance costs												$ 0	0	49,975,000
Collaboration contract asset												7,196,000	9,870,000
Revenue recognized												96,300,000	$ 55,846,000	31,434,000
Milestone Recorded to Deferred Revenue With Remaining Unrecognized Revenue												$ 3,000,000.0
Expected ressarch services period												4 years
Common stock, issued shares												97,294,917	95,726,962
Research and development												$ 320,454,000	$ 215,519,000	125,623,000
Research And Development
Collaboration agreement
Revenue recognized												42,300,000
Janssen Agreement
Collaboration agreement
Sublicense Consideration Represents an Asset Under ASC, Other Assets and Deferred Costs												17,100,000
Research and development fees cash payments received												$ 3,000,000.0
First Janssen Cancer Target \| Maximum \| Janssen Agreement
Collaboration agreement
Development, regulatory, and sales milestones				$ 898,000,000.0
Additional candidate milestone Payments				460,000,000.0
Additional Cancer Targets \| Maximum \| Janssen Agreement
Collaboration agreement
Development, regulatory, and sales milestones				706,000,000.0
Additional candidate milestone Payments				$ 340,000,000.0
Johnson Johnson Innovation J J D C Inc \| Stock Purchase Agreement
Collaboration agreement
Issuance of common stock during period for private placements (in shares)					1,600,000
Common stock per share					$ 31.00
Aggregate purchase price of common stock					$ 50,000,000.0
Equity premium per share					$ 9.93
Aggregate equity premium on shares					$ 16,000,000.0
Proceeds from private placement of common stock, net of issuance costs					34,000,000.0
Johnson Johnson Innovation J J D C Inc \| Stock Purchase Agreement \| Private Placement
Collaboration agreement
Issuance of common stock during period for private placements (in shares)									1,800,000
Proceeds from private placement of common stock, net of issuance costs									$ 50,000,000.0
Aggregate value of common stock									$ 50,000,000.0
Share issue price (in dollars per share)												$ 28.31
Janssen Biotech Inc
Collaboration agreement
Upfront, non-refundable and non-creditable payment					50,000,000.0							$ 50,000,000.0
Transaction price of the agreement					66,000,000.0
Equity premium					16,000,000.0
Non-refundable upfront payments recorded as deferred revenue					66,000,000.0
Collaboration contract asset					$ 17,100,000							7,200,000
Amortization of sublicense consideration												4,300,000	1,700,000
Revenue recognized												79,700,000	43,700,000
Deferred revenue												41,200,000
Collaboration services												1,300,000
Research and development fees cash payments received												70,400,000
Contract with Customer, Liability, Revenue Recognized												6,000,000.0
Option Exercise Payment		$ 10,000,000.0	$ 10,000,000.0
Janssen Biotech Inc \| Research And Development
Collaboration agreement
Revenue recognized													29,500,000
Option Exercise Payment												13,000,000.0
Janssen Biotech Inc \| Upfront Fee and Equity Premium
Collaboration agreement
Revenue recognized												23,100,000	14,200,000
Ono Pharmaceutical Company Ltd
Collaboration agreement
Transaction price of the agreement							$ 39,300,000
Non-refundable upfront payments recorded as deferred revenue						$ 10,000,000.0	10,000,000.0				$ 10,000,000.0
Collaboration contract asset												7,800,000
Amortization of sublicense consideration												4,100,000	1,200,000
Revenue recognized												16,600,000	12,100,000	14,600,000
Deferred revenue												1,100,000
Research and development fees cash payments received												21,900,000
Option Exercise Payment	$ 12,500,000											12,500,000
Collaborative Arrangement First Year Research And Development Fees Prepayment										$ 5,000,000.0
Milestone payments																$ 10,000,000.0
Aggregate research and development fees payments receivable						29,300,000	29,300,000				$ 20,000,000.0
Non-refundable upfront payments recorded as deferred revenue						$ 10,000,000.0	10,000,000.0
Collaborative arrangement annual payments receivable recorded as deferred revenue										$ 5,000,000.0
Ono Pharmaceutical Company Ltd \| Candidate 2
Collaboration agreement
Percentage of reduction on milestone payments						50.00%
Ono Pharmaceutical Company Ltd \| Collaborative Arrangement \| Research services
Collaboration agreement
Revenue recognized													6,000,000.0	5,700,000
Ono Pharmaceutical Company Ltd \| Collaborative Arrangement \| Upfront Fee
Collaboration agreement
Revenue recognized												1,600,000	6,100,000	2,800,000
Ono Pharmaceutical Company Ltd \| Maximum \| Candidate 2
Collaboration agreement
Aggregate milestone payments						$ 843,000,000.0
Ono Pharmaceutical Company Ltd \| Maximum \| Candidate 1
Collaboration agreement
Collaborative arrangement potential additional milestones								$ 29,300
Ono Pharmaceutical Company Ltd \| Minimum
Collaboration agreement
Profits and losses sharing percentage											50.00%
Ono Pharmaceutical Company Ltd \| Minimum \| Candidate 1
Collaboration agreement
Profits and losses sharing percentage								50.00%
Collaborative arrangement potential additional milestones								$ 9,300,000
Ono Pharmaceutical Company Ltd \| Ono Letter Agreement
Collaboration agreement
Revenue recognized												2,500,000	6,000,000.0
Milestone payments														10,000,000.0
Milestone payments recorded to deferred revenue						$ 10,000,000.0	$ 10,000,000.0
Ono Pharmaceutical Company Ltd \| Ono Letter Agreement \| Sublicense Consideration
Collaboration agreement
Sublicense consideration paid												7,800,000
Amended MSK License
Collaboration agreement
Stock price appreciation milestones potential payments												75,000,000.0
Stock price appreciation milestone, income												20,300,000	3,500,000
Stock price appreciation milestone, expense														$ 47,700,000
Stock price appreciation milestone payable															$ 20,000,000.0
Enterprise Value Milestones Liability At Fair Value												$ 3,900,000	$ 24,200,000

Organization and Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands	1 Months Ended			12 Months Ended
	Jan. 31, 2021 USD ($) $ / shares shares	Jun. 30, 2020 USD ($) $ / shares shares	Apr. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) Disbursement shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares
Organization and summary of significant accounting policies
Aggregate purchase price of common stock					$ 432,281	$ 188,784
Number of operating segments \| Disbursement				1
Number of reportable segments \| Disbursement				1
Letters of credit outstanding amount				$ 15,200	$ 15,200	$ 15,200
Maximum
Organization and summary of significant accounting policies
Short-term leases term excluded from calculation of ROU and lease liabilities				12 months
Employee Retention Credit [Member]
Organization and summary of significant accounting policies
Percentage Of Tax Credit					70.00%	50.00%
Payments To Employees					$ 10,000	$ 10,000
Other Income				$ 500
Employee Retention Credit [Member] \| Maximum
Organization and summary of significant accounting policies
RefundableTaxCredit						$ 5,000
Pre-Funded Warrants
Organization and summary of significant accounting policies
Number of shares to be purchased \| shares	257,310			257,310
Purchase price of prefunded warrants \| $ / shares	$ 85.499
Exercise price of warrants \| $ / shares	$ 0.001
Common Stock
Organization and summary of significant accounting policies
Public offerings of common stock, net of offering costs (in shares) \| shares					5,122,807	7,108,796
Aggregate purchase price of common stock					$ 5	$ 7
June 2020 Public Offering
Organization and summary of significant accounting policies
Public offerings of common stock, net of offering costs (in shares) \| shares		7,100,000
Share issue price (in dollars per share) \| $ / shares		$ 28.31
Costs related to equity offering		$ 12,500
Aggregate purchase price of common stock		201,300
Net proceeds from issuance of shares after related cash costs		$ 188,800
January 2021 Public Equity Offering
Organization and summary of significant accounting policies
Public offerings of common stock, net of offering costs (in shares) \| shares	5,100,000
Share issue price (in dollars per share) \| $ / shares	$ 85.50
Costs related to equity offering	$ 27,600
Aggregate purchase price of common stock	460,000
Net proceeds from issuance of shares after related cash costs	$ 432,400
Private Placement \| Johnson Johnson Innovation J J D C Inc \| Common Stock
Organization and summary of significant accounting policies
Share issue price (in dollars per share) \| $ / shares		$ 28.31
Aggregate purchase price of common stock		$ 50,000
Issuance of common stock during period for private placements (in shares) \| shares		1,800,000
Net proceeds from issuance of shares after related cash costs		$ 50,000
Private Placement \| Stock Purchase Agreement \| Johnson Johnson Innovation J J D C Inc \| Common Stock
Organization and summary of significant accounting policies
Share issue price (in dollars per share) \| $ / shares			$ 31.00
Issuance of common stock during period for private placements (in shares) \| shares			1,600,000
Net proceeds from issuance of shares after related cash costs			$ 50,000

Organization and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Summary of Significant Accounting Policies

1. Organization and Summary of Significant Accounting Policies

Organization

Fate Therapeutics, Inc. (the Company) was incorporated in the state of Delaware on April 27, 2007 and has its principal operations in San Diego, California. The Company is a clinical-stage biopharmaceutical company dedicated to bringing off-the-shelf, multiplexed-engineered, iPSC-derived natural killer (NK) and T-cell product candidates to patients for the treatment of cancer and autoimmune disease.

As of December 31, 2022, the Company has devoted substantially all of its efforts to product development, raising capital and building infrastructure and has not generated any revenues from any sales of its therapeutic products. To date, the Company’s revenues have been derived from collaboration agreements and government grants.

Public Equity Offerings

In January 2021, the Company completed a public offering of common stock in which investors, certain of which are affiliated with a director of the Company, purchased 5.1 million shares of the Company’s common stock at a price of $85.50 per share under a shelf registration statement. In addition, the Company issued pre-funded warrants, in lieu of common stock to certain investors, to purchase 257,310 shares of the Company’s common stock (Pre-Funded Warrants). The purchase price of the Pre-Funded Warrants was $85.499 per Pre-Funded Warrant, which equals the per share public offering price for the shares of common stock less the $0.001 exercise price for each such Pre-Funded Warrant. See Note 9 for additional detail. Gross proceeds from the public offering and the issuance of the Pre-Funded Warrants were $460.0 million, and after giving effect to $27.6 million of costs related to the public offering and the issuance of Pre-Funded Warrants, net proceeds were $432.4 million.

In June 2020, the Company completed a public offering of common stock in which investors, certain of which are affiliated with a director of the Company, purchased 7.1 million shares of its common stock at a price of $28.31 per share under a shelf registration statement. Gross proceeds from the offering were $201.3 million, and after giving effect to $12.5 million of costs related to the offering, net proceeds were $188.8 million.

Private Placements of Common Stock

In June 2020, in connection with the June 2020 public offering of common stock, the Company exercised its right to cause an existing shareholder, Johnson & Johnson Innovation-JJDC, Inc (JJDC), to purchase $50.0 million of the Company’s common stock, and JJDC purchased in a private placement 1.8 million shares of the Company’s common stock at a price of $28.31 per share, for aggregate proceeds of $50.0 million. In April 2020, in connection with the Janssen Agreement described in Note 2, JJDC purchased in a private placement 1.6 million shares of the Company’s common stock at a price of $31.00 per share, for aggregate proceeds of $50.0 million. The shares of common stock purchased in the private placements were not subject to any underwriting discounts or commissions.

Use of Estimates

The Company’s consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The preparation of the Company’s consolidated financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimates in the Company’s consolidated financial statements relate to its stock appreciation milestone obligations, contracts containing leases, and accrued expenses. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions.

Risks and Uncertainties

Due to the global outbreak of SARS-CoV-2, the strain of coronavirus that causes Coronavirus disease 19 (COVID-19), including the emergence of new variants of the virus, the Company experienced impacts on certain aspects of its business, including its clinical trial and research and development activities, during the year ended December 31, 2022. For example, the Company implemented in response to governmental “stay at home” orders and in the interests of public health and safety, and the Company has experienced delays or disruptions in the initiation and conduct of its clinical trials as a result of prioritization of hospital and other medical resources toward pandemic efforts, policies and procedures implemented at clinical sites with respect to the conduct of clinical trials, and other precautionary measures taken in treating patients or in practicing medicine in response to the COVID-19 pandemic. The scope and duration of these delays and disruptions, and the ultimate impacts of COVID-19 on the Company’s operations, are currently unknown. The Company is continuing to actively monitor the situation and may take further precautionary and preemptive actions as may be required by federal, state or local authorities or that it determines are in the best interests of public health and safety and that of the Company’s patient community, employees, partners, and stockholders. The Company cannot predict the effects that such actions, or the impact of COVID-19 on global business operations and economic conditions, may have on its business, strategy, collaborations, or financial and operating results.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. To date, the aggregate operations of these subsidiaries have not been significant and all intercompany transactions and balances have been eliminated in consolidation.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating and reportable segment.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, marketable securities, accounts receivable, stock price appreciation milestones, accounts payable, and accrued liabilities. The carrying amounts of accounts receivable, accounts payable and accrued liabilities are considered to be representative of their respective fair values because of the relatively short-term nature of those instruments.

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. 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. As a basis for considering such assumptions, the accounting guidance establishes a three- tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash in readily available checking and savings accounts, money market accounts and money market funds. The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows as of December 31, 2022, 2021 and 2020 (in thousands):


	Years Ended December 31,
	2022		2021		2020
Cash and cash equivalents	$	61,333	$	133,583	$	167,347
Restricted cash		15,227		15,227		15,227
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows	$	76,560	$	148,810	$	182,574

For the years ended December 31, 2022, 2021 and 2020, the restricted cash balance includes cash-collateralized irrevocable standby letters of credit for $15.2 million associated with the Company’s facilities leases.

Investments

Investments are accounted for as available-for-sale securities and are carried at fair value on the consolidated balance sheets. Upon initial recognition of the investment and at each reporting period, the Company evaluates whether any unrealized losses on investments are attributable to a credit loss or other factors. Any unrealized losses attributable to credit loss are recorded through an allowance for credit losses, limited to the amount by which the fair value is below amortized cost, with the offsetting amount recorded in other income or expense in the consolidated statement of operations and comprehensive loss. Unrealized losses not attributable to an expected credit loss and unrealized gains on investments are recorded in other comprehensive income (loss) on the consolidated statements of operations and comprehensive loss. Realized gains and losses, if any, on investments classified as available-for-sale securities are included in other income or expense.

The amortized cost of investments classified as available-for-sale debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in interest income. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to a significant concentration of credit risk, consist primarily of cash and cash equivalents and investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits and investments are held.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets (generally two to five years) and generally consist of furniture and fixtures, computers, scientific and office equipment, and in-process costs related to facilities construction. Repairs and maintenance costs are charged to expense as incurred.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recorded if and when events and circumstances indicate that assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. If the carrying amount is not recoverable, the Company measures the amount of any impairment by comparing the carrying value of the asset to the present value of the expected future cash flows associated with the use of the asset. While the Company’s current and historical operating losses and negative cash flows are indicators of impairment, management believes that future cash flows to be received support the carrying value of its long-lived assets and, accordingly, has not recognized any impairment losses since inception.

Leases

The Company determines if a contract contains a lease at the inception of the contract. The Company currently has leases related to its facilities leased for office and laboratory space, which are classified as operating leases. These leases result in operating

right-of-use (ROU) assets, current operating lease liabilities, and non-current operating lease liabilities in the Company’s consolidated balance sheets. The Company does not have any financing leases. Leases with a term of 12 months or less are considered short-term and ROU assets and lease obligations are not recognized. Payments associated with short-term leases are expensed on a straight-line basis over the lease term.

Lease liabilities represent an obligation to make lease payments arising from the lease and ROU assets represent the right to use the underlying asset identified in the lease for the lease term. Lease liabilities are measured at the present value of the lease payments not yet paid discounted using the discount rate for the lease established at the lease commencement date. To determine the present value, the implicit rate is used when readily determinable. For those leases where the implicit rate is not provided, the Company determines an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. ROU assets are measured as the present value of the lease payments and also include any prepaid lease payments made and any other indirect costs incurred, and exclude any lease incentives received. Lease terms may include the impact of options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company aggregates all lease and non-lease components for each class of underlying assets into a single lease component.

Collaborative Arrangements

The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC Topic 808, Collaborative Arrangements ("ASC 808"), to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. To the extent the arrangement is within the scope of ASC 808, the Company assesses whether aspects of the arrangement between the Company and its collaboration partner are within the scope of other accounting literature, including ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"). If it is concluded that some or all aspects of the arrangement represent a transaction with a customer, the Company will account for those aspects of the arrangement within the scope of ASC 606.

ASC 808 provides guidance for the presentation and disclosure of transactions in collaborative arrangements, but it does not provide recognition or measurement guidance. Therefore, if the Company concludes a counterparty to a transaction is not a customer or otherwise not within the scope of ASC 606, the Company considers the guidance in other accounting literature as applicable or by analogy to account for such transaction. The classification of transactions under the Company’s arrangements is determined based on the nature and contractual terms of the arrangement along with the nature of the operations of the participants.

Revenue Recognition

The Company recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration the Company is entitled to receive in exchange for such product or service. In doing so, the Company follows a five-step approach for arrangements that are attributable to ASC 606 - Revenues from customers: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service. The Company considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard. The Company applies the revenue recognition standard, including the use of any practical expedients, consistently to contracts with similar characteristics and in similar circumstances.

A customer is a party that has entered into a contract with the Company, where the purpose of the contract is to obtain a product or a service that is an output of the Company’s ordinary activities in exchange for consideration. To be considered a contract, (i) the contract must be approved (in writing, orally, or in accordance with other customary business practices), (ii) each party’s rights regarding the product or the service to be transferred can be identified, (iii) the payment terms for the product or the service to be transferred can be identified, (iv) the contract must have commercial substance (that is, the risk, timing or amount of future cash flows is expected to change as a result of the contract), and (v) it is probable that the Company will collect substantially all of the consideration to which it is entitled to receive in exchange for the transfer of the product or the service.

A performance obligation is defined as a promise to transfer a product or a service to a customer. The Company identifies each promise to transfer a product or a service (or a bundle of products or services, or a series of products and services that are substantially the same and have the same pattern of transfer) that is distinct. A product or a service is distinct if both (i) the customer can benefit from the product or the service either on its own or together with other resources that are readily available to the customer and (ii) the Company’s promise to transfer the product or the service to the customer is separately identifiable from other promises in the contract. Each distinct promise to transfer a product or a service is a unit of accounting for revenue recognition. If a promise to transfer a product or a service is not separately identifiable from other promises in the contract, such promises should be combined into a single performance obligation.

The transaction price is the amount of consideration the Company is entitled to receive in exchange for the transfer of control of a product or a service to a customer. To determine the transaction price, the Company considers the existence of any significant financing component, the effects of any variable elements, noncash considerations and consideration payable to the customer. If a significant financing component exists, the transaction price is adjusted for the time value of money. If an element of variability exists, the Company must estimate the consideration it expects to receive and uses that amount as the basis for recognizing revenue as the product or the service is transferred to the customer. There are two methods for determining the amount of variable consideration: (i) the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts, and (ii) the mostly likely amount method, which identifies the single most likely amount in a range of possible consideration amounts.

If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation in an amount that reflects the consideration the Company is entitled to receive in exchange for satisfying each distinct performance obligation. For each distinct performance obligation, revenue is recognized when (or as) the Company transfers control of the product or the service applicable to such performance obligation.

In those instances where the Company first receives consideration in advance of satisfying its performance obligation, the Company classifies such consideration as deferred revenue until (or as) the Company satisfies such performance obligation. In those instances where the Company first satisfies its performance obligation prior to its receipt of consideration, the consideration is recorded as accounts receivable.

The Company expenses incremental costs of obtaining and fulfilling a contract as and when incurred if the expected amortization period of the asset that would be recognized is one year or less, or if the amount of the asset is immaterial. Otherwise, such costs are capitalized as contract assets if they are incremental to the contract and amortized to expense proportionate to revenue recognition of the underlying contract.

Stock Price Appreciation Milestones

The Company estimates the fair value of the stock price appreciation milestones associated with the Amended and Restated Exclusive License Agreement with Memorial Sloan Kettering Cancer Center, using a Monte Carlo simulation model, which relies on the Company’s current stock price as well as significant estimates and assumptions to determine the estimated liability associated with the contingent milestone payments. The Company accounts for the fair value of the stock price appreciation milestones in accordance with ASC 815, Derivatives and Hedging, with fair value marked to market at each reporting date. The assumptions used to calculate the fair value of the stock price appreciation milestones are subject to a significant amount of judgment including the probability of achieving a specified clinical milestone, the expected volatility of the Company’s common stock, the risk-free interest rate, and the estimated term, which is based in part on the last valid patent claim date. The Company remeasures the fair value of the stock price appreciation milestones at each balance sheet date, with changes in fair value recorded in earnings as non-operating income or expense on the consolidated statements of operations and comprehensive loss.

Research and Development Costs

All research and development costs are expensed as incurred.

Patent Costs

Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.

Stock-Based Compensation

Stock-based compensation expense represents the cost of the grant date fair value of employee stock option and restricted stock unit grants recognized over the requisite service period of the awards (usually the vesting period) on a straight-line basis. Performance-based stock units/awards represent a right to receive a certain number of shares of common stock based on the achievement of corporate performance goals and continued employment during the vesting period. At each reporting period, and to the extent achievement of one or any of the performance conditions is probable, the Company reassesses the probability of the achievement of such corporate performance goals and any increase or decrease in share-based compensation expense resulting from an adjustment in the estimated shares to be released is treated as a cumulative catch-up in the period of adjustment. For stock awards for which vesting is subject to both performance-based milestones and market conditions, expense is recorded over the derived service period after the point when the achievement of the performance-based milestone is probable or the performance condition has been achieved.

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, with the exception of option grants for which vesting is subject to both performance-based milestones and market conditions, which are valued using a lattice-based model. The fair value of restricted stock units, including performance-based restricted stock units, is based on the closing price of the Company’s common stock as reported on The Nasdaq Global Market on the date of grant. The Company recognizes forfeitures for all awards as such forfeitures occur.

Convertible Preferred Stock

The Company applies the relevant accounting standards to distinguish liabilities from equity when assessing the classification and measurement of preferred stock. Preferred shares subject to mandatory redemptions are considered liabilities and measured at fair value. Conditionally redeemable preferred shares are considered temporary equity. All other preferred shares are considered as stockholders’ equity.

The Company applies the relevant accounting standards for derivatives and hedging (in addition to distinguishing liabilities from equity) when accounting for hybrid contracts that contain conversion options. Conversion options must be bifurcated from the host instruments and accounted for as free-standing financial instruments according to certain criteria. These criteria include circumstances when (i) the economic characteristics and risks of the embedded derivative instruments are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable accounting principles with changes in fair value reported in earnings as they occurred, and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently measured at fair value at each reporting date, with the changes in fair value reported in earnings.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more- likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability.

Employee Retention Credit

The CARES Act provides an employee retention credit (ERC), which is a refundable tax credit against certain employment taxes of up to $5,000 per employee for eligible employers. The tax credit is equal to 50% of qualified wages paid to employees during a quarter, capped at $10,000 of qualified wages per employee through December 31, 2020. Additional relief provisions were passed by the United States government, which extend and slightly expand the qualified wage caps on these credits through December 31, 2021. Based on these additional provisions, the tax credit is now equal to 70% of qualified wages paid to employees during a quarter, and the limit on qualified wages per employee has been increased to $10,000 of qualified wages per quarter. The Company qualifies for the tax credit under the CARES Act and expects to continue to receive additional tax credits under the additional relief provisions for qualified wages through December 31, 2021. In connection with the CARES Act, the Company adopted a policy to recognize the employee retention credit when received and include in other income in the statement of operations. Accordingly, the Company received a cash payment and recorded $0.5 million of other income during the year ended December 31, 2022. The Company did not receive or record other income during the years ended December 31, 2021 or 2020.

Comprehensive Loss

Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non‑owner sources. Other comprehensive loss includes unrealized gains and losses, other than losses attributable to a credit loss which are included in other income and expense, on investments classified as available-for-sale securities, which was the only difference between net loss and comprehensive loss for the applicable periods.

Net Loss Per Common Share

Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. The Pre-Funded Warrants associated with the January 2021 public equity offering (see Note 9) are considered outstanding shares in the basic earnings per share calculation given their nominal exercise price. Dilutive common stock equivalents comprise convertible preferred stock, warrants for the purchase of common stock, and common stock options and restricted stock units outstanding under the Company’s stock option plans. For all periods presented, there is no difference in the number of common shares used to calculate basic and diluted common shares outstanding due to the Company’s net loss position.

Potentially dilutive securities that are not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows (in common stock equivalent shares):


	As of December 31,
	2022		2021		2020
Common stock options		7,267,226		7,708,263		10,432,822
Restricted stock units		5,862,733		4,008,832		1,401,732
Series A convertible preferred stock (if converted)		13,972,745		13,972,745		13,972,745
Total		27,102,704		25,689,840		25,807,299

Going Concern Assessment

Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year from the financial statement issuance date. The Company determined that there are no conditions or events that raise substantial doubt about its ability to continue as a going concern for a period of at least twelve months from the date of issuance of these financial statements.

Convertible Preferred Stock and Stockholders' Equity (Details 2) - Employee and Non Employee Stock Option $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Number of Options
Balance at the beginning of the period \| shares	7,708,263
Granted \| shares	848,457
Exercised \| shares	(941,780)
Cancelled \| shares	(347,714)
Balance at the end of the period \| shares	7,267,226
Vested and expected to vest at the end of the period \| shares	7,267,226
Exercisable at the end of the period \| shares	5,722,035
Weighted-Average Price
Balance at the beginning of the period \| $ / shares	$ 20.43
Granted \| $ / shares	36.68
Exercised \| $ / shares	9.74
Cancelled \| $ / shares	48.56
Balance at the end of the period \| $ / shares	22.37
Vested and expected to vest at the end of the period \| $ / shares	22.37
Exercisable at the end of the period \| $ / shares	$ 18.20
Weighted Average Remaining Contractual Term
Outstanding at the end of the period	6 years 3 months 18 days
Vested and expected to vest at the end of the period	6 years 3 months 18 days
Exercisable at the end of the period	5 years 9 months 14 days
Aggregate Intrinsic Value
Outstanding at the end of the period \| $	$ 7,577
Vested and expected to vest at the end of the period \| $	7,577
Exercisable at the end of the period \| $	$ 7,577

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
Document and Entity Information - USD ($) $ in Thousands	Dec. 31, 2022	Feb. 22, 2023	Jun. 30, 2022
Cover [Abstract]
Entity Registrant Name	FATE THERAPEUTICS, INC.
Entity Central Index Key	0001434316
Document Type	10-K
Document Period End Date	Dec. 31, 2022
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Trading Symbol	FATE
Title of 12(b) Security	Common Stock, $0.001 par value
Security Exchange Name	NASDAQ
Document Annual Report	true
Document Transition Report	false
ICFR Auditor Attestation Flag	true
Entity Public Float			$ 2,340,000,000
Entity Common Stock, Shares Outstanding		98,161,823
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Tax Identification Number	65-1311552
Entity File Number	001-36076
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	12278 Scripps Summit Drive
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92131
City Area Code	858
Local Phone Number	875-1800
Documents Incorporated by Reference	Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission, or SEC, on or before the date 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2022 pursuant to Regulation 14A in connection with the registrant’s 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this annual report on Form 10-K.
Auditor Name	Ernst & Young, LLP
Auditor Location	San Diego, CA
Auditor Firm ID	42

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of the Company's expected federal income tax provision (benefit) to the actual income tax provision
Tax computed at federal statutory rate	$ (59,161)	$ (44,551)	$ (36,411)
State tax, net of federal tax benefit	(11,109)	(6,966)	(1,296)
Non-deductible compensation	2,086	10,202	75
Permanent differences	(1,340)	(686)	240
Stock compensation	3,356	(35,852)	6,073
R&D tax credits	(14,484)	(12,140)	(7,177)
Reserve for uncertain tax positions	12,564	7,192	1,555
Other	(1,376)	84	70
Valuation allowance	69,464	82,717	49,497
Income tax expense	0	0	$ 0
Deferred tax assets:
Capitalized R&D expense	127,250	95,172
Net operating losses	84,608	62,913
R&D tax credits	49,736	35,387
Intangible asset amortization	8,012	6,985
Deferred revenue	8,714	8,706
Stock compensation	13,128	8,710
Lease liability	22,961	24,112
Other	2,526	6,972
Total deferred tax assets	316,935	248,957
Deferred tax liabilities:
Depreciation	(6,814)	(7,323)
Right-of-use assets	(13,874)	(14,851)
Total deferred tax liabilities	(20,688)	(22,174)
Net of deferred tax assets and liabilities	296,247	226,783
Valuation allowance	(296,247)	(226,783)
Net deferred tax assets	$ 0	$ 0

Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Gain (Loss)	Accumulated Deficit	Convertible Preferred Stock Preferred Stock [Member]
Balance at Dec. 31, 2019	$ 244,756	$ 76	$ 628,200	$ 22	$ (383,545)	$ 3
Balance (in shares) at Dec. 31, 2019		75,730,260				2,794,549
Exercise of stock options, net of issuance costs	9,582	$ 1	9,581
Exercise of stock options, net of issuance costs (in shares)		1,419,117
Issuance of common stock upon vesting of restricted stock units (in shares)		85,000
Stock–based compensation	30,753		30,753
Public offering of common stock, net of offering costs	188,784	$ 7	188,777
Public offerings of common stock, net of offering costs (in shares)		7,108,796
Private placement of common stock, net of issuance costs	49,975	$ 2	49,973
Private placement of common stock, net of issuance costs (in shares)		1,766,160
Issuance of stock to collaboration partner, net of issuance costs	33,934	$ 2	33,932
Issuance of stock to collaboration partner, net of issuance costs (in shares)		1,612,904
Unrealized loss on investments, net	48			48
Net loss	(173,387)				(173,387)
Balance at Dec. 31, 2020	384,445	$ 88	941,216	70	(556,932)	$ 3
Balance (in shares) at Dec. 31, 2020		87,722,237				2,794,549
Exercise of stock options, net of issuance costs	20,730	$ 2	20,728
Exercise of stock options, net of issuance costs (in shares)		2,430,298
Issuance of common stock upon vesting of restricted stock units	1	$ 1
Issuance of common stock upon vesting of restricted stock units (in shares)		451,620
Stock–based compensation	54,364		54,364
Public offering of common stock, net of offering costs	432,281	$ 5	432,276
Public offerings of common stock, net of offering costs (in shares)		5,122,807
Unrealized loss on investments, net	(832)			(832)
Net loss	(212,151)				(212,151)
Balance at Dec. 31, 2021	678,838	$ 96	1,448,584	(762)	(769,083)	$ 3
Balance (in shares) at Dec. 31, 2021		95,726,962				2,794,549
Exercise of stock options, net of issuance costs	$ 9,181	$ 1	$ 9,180
Exercise of stock options, net of issuance costs (in shares)		941,780
Issuance of common stock upon vesting of restricted stock units (in shares)		626,175
Stock–based compensation	$ 78,733		$ 78,733
Unrealized loss on investments, net	(1,092)			(1,092)
Net loss	(281,721)				(281,721)
Balance at Dec. 31, 2022	$ 483,939	$ 97	$ 1,536,497	$ (1,854)	$ (1,050,804)	$ 3
Balance (in shares) at Dec. 31, 2022		97,294,917				2,794,549

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Assets Measured at Fair Value on Recurring Basis

The following tables presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021 (in thousands):


			Fair Value Measurements at Reporting Date Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of December 31, 2022:
Financial assets:
Money market funds	$	61,333	$	61,333	$	—	$	—
U.S. Treasury debt securities		79,025		79,025		—		—
Non-US government securities		2,423		—		2,423		—
Municipal securities		23,697		—		23,697		—
Corporate debt securities		122,861		—		122,861		—
Commercial paper		151,830		—		151,830		—
Total assets measured at fair value on a recurring basis	$	441,169	$	140,358	$	300,811	$	—

Financial liabilities:
Stock price appreciation milestones	$	3,861	$	—	$	—	$	3,861
Total financial liabilities measured at fair value on a recurring basis	$	3,861	$	—	$	—	$	3,861

As of December 31, 2021:
Financial assets:
Money market funds	$	133,583	$	133,583	$	—	$	—
U.S. Treasury debt securities		80,444		80,444		—		—
Municipal securities		27,004		—		27,004		—
Corporate debt securities		251,267		—		251,267		—
Commercial paper		224,276		—		224,276		—
Total assets measured at fair value on a recurring basis	$	716,574	$	214,027	$	502,547	$	—

Financial liabilities:
Stock price appreciation milestones	$	24,168	$	—	$	—	$	24,168
Total financial liabilities measured at fair value on a recurring basis	$	24,168	$	—	$	—	$	24,168

Summary of Changes in the Fair Value of the Company’s Level 3 Enterprise Fair Value Milestone Payment Liability

The following table presents the changes in fair value of the Company’s Level 3 stock price appreciation milestones liability (in thousands):


Balance at December 31, 2021	$	24,168
Changes in fair value of stock price appreciation milestones liability		(20,307	)
Balance at December 31, 2022	$	3,861

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of reconciliation of the Company's expected federal income tax provision (benefit) to the actual income tax provision

The following is a reconciliation of the Company’s expected federal income tax provision (benefit) to the actual income tax provision (in thousands):


	Years Ended December 31,
	2022			2021			2020
Tax computed at federal statutory rate	$	(59,161	)	$	(44,551	)	$	(36,411	)
State tax, net of federal tax benefit		(11,109	)		(6,966	)		(1,296	)
Non-deductible compensation		2,086			10,202			75
Permanent differences		(1,340	)		(686	)		(240	)
Stock compensation		3,356			(35,852	)		(6,073	)
R&D tax credits		(14,484	)		(12,140	)		(7,177	)
Reserve for uncertain tax positions		12,564			7,192			1,555
Other		(1,376	)		84			70
Valuation allowance		69,464			82,717			49,497
Income tax expense	$	—		$	—		$	—

Summary of significant components of the Company's deferred tax assets

Significant components of the Company’s deferred tax assets are summarized as follows (in thousands):


	December 31,
	2022			2021
Deferred tax assets:
Capitalized R&D expense	$	127,250		$	95,172
Net operating losses		84,608			62,913
R&D tax credits		49,736			35,387
Intangible asset amortization		8,012			6,985
Deferred revenue		8,714			8,706
Stock compensation		13,128			8,710
Lease liability		22,961			24,112
Other		2,526			6,972
Total deferred tax assets		316,935			248,957
Deferred tax liabilities:
Depreciation		(6,814	)		(7,323	)
Right-of-use assets		(13,874	)		(14,851	)
Total deferred tax liabilities		(20,688	)		(22,174	)
Net of deferred tax assets and liabilities		296,247			226,783
Valuation allowance		(296,247	)		(226,783	)
Net deferred tax assets	$	—		$	—

Summary of the change in the Company's unrecognized tax benefits

The change in the Company’s unrecognized tax benefits is summarized as follows (in thousands):


	December 31,
	2022		2021			2020
Beginning unrecognized tax benefits	$	37,255	$	19,779		$	16,822
Increase related to current year tax positions		9,101		17,557			1,837
Increase related to prior year tax positions		6,411		—			1,120
Decrease related to prior year tax positions		—		(81	)		—
Ending unrecognized tax benefits	$	52,767	$	37,255		$	19,779

Collaboration and License Agreements

12 Months Ended

Dec. 31, 2022

Collaboration And License Agreements Disclosure [Abstract]

Collaboration and License Agreements

2. Collaboration and License Agreements

Janssen Collaboration and Option Agreement

On April 2, 2020 (the Janssen Agreement Effective Date), the Company entered into a Collaboration and Option Agreement (the Janssen Agreement) with Janssen Biotech, Inc. (Janssen), part of the Janssen Pharmaceutical Companies of Johnson & Johnson. Additionally, on the Janssen Agreement Effective Date, the Company entered into a Stock Purchase Agreement (the Stock Purchase Agreement) with JJDC.

Upon entering the Janssen Agreement, the Company received an upfront, non-refundable and non-creditable payment of $50.0 million. Under the Janssen Agreement, Janssen and the Company will collaborate to develop iPSC-derived CAR NK and CAR T-cell product candidates for the treatment of cancer. Janssen will contribute proprietary antigen binding domains directed to up to four tumor-associated antigen targets (the Janssen Cancer Targets). The Company will research and construct iPSC-derived CAR NK and CAR T-cell product candidates directed to each of the Janssen Cancer Targets (the Collaboration Candidates) and perform preclinical development of Collaboration Candidates. Upon the Company’s completion of activities sufficient to allow the filing of an IND application for a Collaboration Candidate, Janssen will have the right to exercise an exclusive option and obtain an exclusive license to the Company’s intellectual property rights for the development and commercialization for each Collaboration Candidate. Upon the exercise of such exclusive option, Janssen will be solely responsible for the worldwide clinical development and commercialization of such Collaboration Candidate, and the Company will be primarily responsible for the manufacture, at Janssen’s cost, of such Collaboration Candidate. For each Collaboration Candidate, upon attaining clinical proof-of-concept, the Company shall have the right to elect to co-commercialize and share equally in the profits and losses in the United States, subject to the Company sharing in certain development costs.

Under the terms of the Janssen Agreement, the Company is entitled to receive full funding for all research, preclinical development and IND-enabling activities performed by the Company for Collaboration Candidates, and is eligible to receive (i) with respect to the first Janssen Cancer Target, payments of up to $898.0 million upon the achievement of specified development,

regulatory and sales milestones (the Janssen Milestone Payments) for the first Collaboration Candidate, and up to $460.0 million in Janssen Milestone Payments for each additional Collaboration Candidate, directed to the first Janssen Cancer Target; and (ii) with respect to each of the second, third and fourth Janssen Cancer Targets, up to $706.0 million in Janssen Milestone Payments for each of the first Collaboration Candidates, and up to $340.0 million in Janssen Milestone Payments for each additional Collaboration Candidate, directed to the applicable Janssen Cancer Target, where certain Janssen Milestone Payments under (i) and (ii) are subject to reduction in the event the Company elects to co-commercialize and share equally in the profits and losses in the United States of a respective Collaboration Candidate. The Company is further eligible to receive double-digit tiered royalties ranging up to the mid-teens on net sales of Collaboration Candidates that are commercialized by Janssen under the Janssen Agreement, subject to reduction under certain circumstances.

Under the Stock Purchase Agreement, the Company sold 1.6 million shares of common stock to JJDC at $31.00 per share, for an aggregate purchase price of approximately $50.0 million, on April 7, 2020. The Company determined that this common stock purchase represented a premium of $9.93 per share, or $16.0 million in aggregate (the Equity Premium), and the remaining $34.0 million was recorded as an issuance of common stock in shareholders’ equity.

In addition, under the Stock Purchase Agreement, the Company had the right to require JJDC to purchase an aggregate of $50.0 million in shares of the Company’s common stock in a private placement at the same price per share as that paid by investors in a public offering. In June 2020, in connection with the Company’s June 2020 public offering, the Company exercised this right and JJDC purchased in a private placement 1.8 million shares of the Company’s common stock at a price of $28.31 per share, for aggregate proceeds of $50.0 million.

The Janssen Agreement permits Janssen to terminate development with respect to one or more Janssen Cancer Targets, or the entire Janssen Agreement, at any time on or after the second anniversary of the Janssen Agreement Effective Date, and the Company may terminate the Janssen Agreement with respect to a particular Janssen Cancer Target if a Collaboration Candidate has not been selected for IND-enabling studies for such Janssen Cancer Target within specified time periods under certain conditions. The Janssen Agreement contains customary provisions for termination by either party in the event of a material breach of the Janssen Agreement, subject to cure, by the other party and in the event of any bankruptcy, insolvency or similar events with respect to the other party.

The Company applied ASC Topic 808, Collaborative Arrangements (ASC 808) and determined the Janssen Agreement is applicable to such guidance. The Company concluded that certain units of account within the Janssen Agreement represented a customer relationship and applied relevant guidance from ASC Topic 606, Revenue from Contracts with Customers (ASC 606) to evaluate the appropriate accounting for the Janssen Agreement. In accordance with this guidance, the Company identified its potential performance obligations, including its grant of a license to Janssen to certain of its intellectual property subject to certain conditions, its conduct of research and development services, and its participation in various joint oversight committees. The Company determined that its grant of a license to Janssen to certain of its intellectual property in the initial development stage was not distinct from other performance obligations because such grant is dependent on the conduct and results of the research and development services. Accordingly, the Company determined that its grant of a license to Janssen and its conduct of research and development services should be accounted for as one combined performance obligation, and that the combined performance obligation is transferred over the expected term of the conduct of the research and development services, which is estimated to be four years. Additionally, the Company determined that participation in the various joint oversight committees did not constitute a performance obligation as the Company’s participation in the various joint oversight committees does not transfer a service.

The Company also assessed the effects of any variable elements under the Janssen Agreement. Such assessment evaluated, among other things, the funding to be received by the Company for its conduct of research and development services. Based on its assessment, the Company concluded that the total amount to be received by the Company for its conduct of research and development services is variable and cannot be readily estimated and, therefore, no amounts associated with such services were included in the initial transaction price. In addition, the Company also assessed its likelihood of receiving (i) preclinical milestones, (ii) various clinical, regulatory and commercial milestone payments, and (iii) royalties on net sales of the Collaboration Candidates. Based on the likelihood of receiving such milestone payments and royalties, no amounts associated with milestones or royalties were included in the initial transaction price.

In accordance with ASC 606, the Company determined that the initial transaction price under the Janssen Agreement equals $66.0 million, consisting of the upfront, non-refundable and non-creditable payment of $50.0 million and the Equity Premium of $16.0 million. The Company concluded that there was not a significant financing component under the Janssen Agreement. The upfront payment of $66.0 million was recorded as deferred revenue and is being recognized as revenue consistent with the Company’s efforts related to the conduct of research and development services, as the research and development services are the primary component of the combined performance obligation. Since the total amount to be received by the Company for its research and development services under the Janssen Agreement could not be readily estimated, revenue associated with the upfront payment will be recognized based on actual headcount utilized as a percentage of total headcount expected to be utilized over the expected term of the conduct of the research and development services. Revenue associated with the research and development services will be recognized in an amount equal to the actual costs incurred during the period in which the research and development services are performed by the Company.

During the year ended December 31, 2022, the Company achieved two research milestones under the Janssen Agreement and received a cash payment of $3.0 million each, for a total of $6.0 million received. In accordance with ASC 606, the Company determined that the milestone receivables represented an increase in the initial transaction price under the Janssen Agreement in the form of the receipt of variable consideration that was previously constrained. The Company recognized revenue associated with the milestone receivables in an amount equal to the proportional percentage of actual headcount incurred under the Janssen Agreement since its inception as a percentage of the total headcount expected to be utilized over the expected term of conduct of research and development services under the Janssen Agreement. The remaining unrecognized revenue associated with the milestones was recorded to deferred revenue, and is being recognized as revenue over the expected term of conduct of research and development services.

On May 26, 2022, Janssen exercised a commercial option for a development candidate with respect to a particular Janssen Antigen (as defined under the Janssen Agreement). As a result, the Company received an Option Exercise Payment (as defined under the Janssen Agreement) of $10.0 million under the Janssen Agreement. The Company determined the exercise represented an option with no material right under the Janssen Agreement. The Company has not completed its performance obligations with respect to the exercise of the commercial option and accordingly, the Company has not recognized any revenue associated with the option exercise for the year ended December 31, 2022. The cash received for the Option Exercise Payment was recorded to deferred revenue, and will be recognized as revenue upon completion of the performance obligations.

On September 14, 2022, Janssen provided notice of their intent to exercise a second commercial option for a development candidate with respect to a particular Janssen Antigen (as defined under the Janssen Agreement). This option exercise is subject to Competition Law Filings, and therefore the exercise effective date was deemed to be the Clearance Date, which occurred during the year ended December 31, 2022. Janssen owes the Company an Option Exercise Payment (as defined under the Janssen Agreement) of $10.0 million under the Janssen Agreement. The Company determined the exercise represented an option with no material right under the Janssen Agreement. The Company has completed its performance obligations with respect to the exercise of the commercial option and accordingly, recognized the Option Exercise Payment as revenue for the year ended December 31, 2022.

On November 18, 2022, the Company filed an IND for the second antigen, development candidate, which was cleared by the FDA during the year ended December 31, 2022. Accordingly, the Company achieved a $3.0 million pre-defined clinical development milestone under the Janssen Agreement which was recognized as revenue during the year ended December 31, 2022.

As a direct result of the Company’s entry into the Janssen Agreement, the Company incurred $17.1 million in sublicense fees to certain of its existing licensors. The $17.1 million in sublicense consideration represents an asset under ASC 340, Other Assets and Deferred Costs (ASC 340) and is amortized to research and development expense ratably with the Company’s revenue recognition under the Janssen Agreement. During the years ended December 31, 2022 and 2021, the Company recognized $4.3 million and $1.7 million of such expense, respectively. As of December 31, 2022, the Janssen Agreement contract asset balance was $7.2 million.

The Company recognized revenue of $79.7 million under the Janssen Agreement for the year ended December 31, 2022. Such revenue comprised $42.3 million associated with research and development services, $23.1 million associated with the upfront fee and Equity Premium, $13.0 million associated with a commercial option exercise and milestone achievements, and $1.3 million associated with collaboration services for the year ended December 31, 2022. The Company recognized revenue of $43.7 million under the Janssen Agreement for the year ended December 31, 2021. Such revenue comprised $29.5 million associated with research and development services and $14.2 million associated with the upfront fee and Equity Premium for the year ended December 31, 2021. As of December 31, 2022, aggregate deferred revenue related to the Janssen Agreement was $41.2 million, all of which is classified as current.

As of December 31, 2022, the Company has received $70.4 million in cash in aggregate research and development fees from Janssen.

On January 3, 2023, the Company received notice of termination from Janssen of the Janssen Agreement. The termination will take effect on April 3, 2023 and, during the first quarter of 2023, the Company will wind down activities with Janssen, including discontinuing development of all collaboration products. Under the terms of the Janssen Agreement, in connection with the

termination, (i) all licenses and other rights granted to either party pursuant to the Janssen Agreement will terminate, subject to limited exceptions set forth in the Janssen Agreement; (ii) both parties will wind down any development, commercialization and manufacturing activities under the Janssen Agreement; (iii) neither party will have any right to continue to develop, manufacture or commercialize any collaboration candidate or collaboration product or use the other party’s materials; and (iv) neither party is restricted from independently developing, manufacturing, or commercializing any product, including any products directed to the same antigens as those of any collaboration candidate or collaboration product.

Ono Collaboration and Option Agreement

Under a collaboration and option agreement with Ono Pharmaceutical Co. Ltd. (Ono) entered into in September 2018 and amended in June 2022 (the Ono Agreement), the Company is conducting research and preclinical development of off-the-shelf, iPSC-derived, CAR-targeted effector cells for the treatment of solid tumors.

The Ono Agreement was initially designed to research and preclinically develop two iPSC-derived CAR T-cell product candidates, one of which was designated to target an antigen expressed on certain lymphoblastic leukemias (Candidate 1) and the second of which was designated to target an antigen expressed on certain solid tumors (Candidate 2) (each a Candidate and, collectively, the Candidates). The Company granted to Ono, during a specified period of time, a preclinical option to obtain an exclusive license under certain intellectual property rights to develop and commercialize: (a) Candidate 1 in Asia, where the Company retained rights for development and commercialization in all other territories of the world; and (b) Candidate 2 in all territories of the world, where the Company retained rights to co-develop and co-commercialize Candidate 2 in the United States and Europe under a joint arrangement with Ono under which the Company is eligible to share at least 50% of the profits and losses. The Company maintained worldwide rights of manufacture for each Candidate. For each Candidate, the preclinical option expired upon the earliest of: (a) the achievement of the pre-defined preclinical milestone under the joint development plan; (b) termination by Ono of research and development activities for the Candidate; and (c) the date that is the later of (i) four years after the effective date, and (ii) completion of all applicable activities contemplated under the joint development plan. Ono paid the Company an upfront, non-refundable and non-creditable payment of $10.0 million in connection with entering into the Ono Agreement. Additionally, as consideration for the conduct of research and preclinical development under a joint development plan, Ono agreed to pay the Company annual research and development fees set forth in the annual budget included in the joint development plan, which fees were estimated to be $20.0 million in aggregate over the course of the joint development plan.

In December 2020, the Company entered into a letter agreement with Ono pursuant to which Ono delivered proprietary antigen binding domains targeting an antigen expressed on certain solid tumors for incorporation into Candidate 2 and paid the Company a milestone fee of $10.0 million for further research and development of Candidate 2. In addition, Ono terminated all further research and development with respect to Candidate 1, and the Company retained all rights to research, develop and commercialize Candidate 1 throughout the world without any obligation to Ono.

In June 2022, the Company entered into an amendment with Ono to the Ono Agreement (the Ono Amendment). Pursuant to the Ono Amendment, the companies agreed to designate an additional antigen expressed on certain solid tumors for research and preclinical development, and Ono agreed to contribute proprietary antigen binding domains targeting such additional solid tumor antigen (Candidate 3). In addition, for both Candidate 2 and Candidate 3, the companies expanded the scope of the collaboration to include the research and development of iPSC-derived CAR NK cell product candidates (in addition to iPSC-derived CAR T-cell product candidates) targeting the designated solid tumor antigens. Similar to Candidate 2, the Company granted to Ono, during a specified period of time, a preclinical option to obtain an exclusive license under certain intellectual property rights, subject to payment of an option exercise fee to the Company by Ono, to develop and commercialize Candidate 3 in all territories of the world, where the Company retains rights to co-develop and co-commercialize Candidate 3 in the United States and Europe under a joint arrangement with Ono under which the Company is eligible to share at least 50% of the profits and losses. The Company maintained worldwide rights of manufacture for Candidate 3. The preclinical option expires upon the earlier of: (a) September 30, 2024, or (b) the achievement of the pre-defined preclinical milestone under the joint development plan for Candidate 3. Subject to payment of an extension fee by Ono, Ono may choose to defer its decision to exercise the preclinical option until no later than June 2026. Under the Ono Amendment, aggregate estimated research and development fees have been increased by approximately $9.3 million, for a total estimated $29.3 million in aggregate research and development fees over the course of the joint development plan.

Under the terms of the Ono Agreement, for Candidate 2 and for Candidate 3 (subject to exercise by Ono of its preclinical option to Candidate 3), we are eligible to receive additional payments upon the achievement of certain clinical, regulatory and commercial milestones (the Ono Milestones) with respect to each Candidate in an amount up to $843.0 million in aggregate, with the applicable milestone payments for the United States and Europe subject to reduction by 50% if we elect to co-develop and co-commercialize the Candidate in the United States and Europe as described above. In addition, in those territories where Ono has exclusive rights of commercialization, we are eligible to receive tiered royalties (Royalties) ranging from the mid-single digits to the low-double digits based on annual net sales by Ono for each Candidate in such territories, with such royalties subject to certain reductions.

The Ono Agreement will terminate with respect to a Candidate if Ono does not exercise its option for a Candidate within the option period, or in its entirety if Ono does not exercise any of its options for the Candidates within their respective option periods. In addition, either party may terminate the Ono Agreement in the event of breach, insolvency or patent challenges by the other party; provided, that Ono may terminate the Ono Agreement in its sole discretion (x) on a Candidate-by-Candidate basis at any time after the second anniversary of the effective date of the Ono Agreement or (y) on a Candidate-by-Candidate or country-by-country basis at any time after the expiration of the option period, subject to certain limitations. The Ono Agreement will expire on a Candidate-by-Candidate and country-by-country basis upon the expiration of the applicable royalty term, or in its entirety upon the expiration of all applicable payment obligations under the agreement.

The Company determined that the Ono Agreement, Ono Letter Agreement, and Ono Amendment were within the scope of ASC 808. The Company concluded that certain units of account within the Ono Agreement and Ono Amendment represented a customer and applied relevant guidance from ASC 606 to evaluate the appropriate accounting for the those units of account. In accordance with this guidance, the Company identified its performance obligations, including its grant of a license to Ono to certain of its intellectual property subject to certain conditions, its conduct of research services, and its participation in a joint steering committee. The Company determined that its grant of a license to Ono to certain of its intellectual property subject to certain conditions was not distinct from other performance obligations because such grant is dependent on the conduct and results of the research services. Additionally, the Company determined that its conduct of research services was not distinct from other performance obligations since such conduct is dependent on the guidance of the joint steering committee. Accordingly, the Company determined that all performance obligations should be accounted for as one combined performance obligation, and that the combined performance obligation is transferred over the expected term of the conduct of the research services, which is estimated to be four years. The termination of the Ono Agreement with respect to Candidate 1 did not impact this assessment.

The Company also assessed, in connection with the upfront, non-refundable and non-creditable payment of $10.0 million received in September 2018 and the $5.0 million prepayment of the first-year research and development fees in October 2018, and concluded that there was not a significant financing component to the Ono Agreement.

The Company also assessed the effects of any variable elements under the Ono Agreement and Ono Amendment. Such assessment evaluated, among other things, the likelihood of receiving (i) preclinical milestone and option fees, (ii) various clinical, regulatory and commercial milestone payments, and (iii) royalties on net sales of either product Candidate. Based on its assessment, the Company concluded that, based on the likelihood of these variable components occurring, there was not a significant variable element included in the transaction price. Accordingly, the Company has not assigned a transaction price to any Ono Option Milestone, Ono Milestones or Ono Option Exercise Fees, other than the $10.0 million milestone triggered as part of the Ono Letter Agreement in December 2020, given the substantial uncertainty related to their achievement and has not assigned a transaction price to any Ono Royalties.

In accordance with ASC 606, the Company determined that the initial transaction price under the Ono Agreement equals $39.3 million, consisting of the upfront, non-refundable and non-creditable payment of $10.0 million and the aggregate estimated research and development fees of $29.3 million. The upfront payment of $10.0 million was recorded as deferred revenue and is being recognized as revenue over time in conjunction with the Company’s conduct of research services as the research services are the primary component of the combined performance obligations. Revenue associated with the upfront payment will be recognized based on actual costs incurred as a percentage of the estimated total costs expected to be incurred over the expected term of conduct of the research services. The Company recorded the $5.0 million prepayment of the first-year research and development fees as deferred revenue, and such fees were recognized as revenue as the research services were delivered.

In accordance with ASC 606, the Company concluded that the $10.0 million milestone payment associated with the Ono Letter Agreement represented an increase in the initial transaction price under the Ono Agreement in the form of the receipt of variable consideration that was previously constrained. The Company recognized revenue associated with the $10.0 million milestone payment in an amount equal to the proportional percentage of actual costs incurred under the Ono Agreement as a percentage of the estimated total costs expected to be incurred over the expected term of conduct of the research services.

On November 7, 2022, Ono exercised its option for continued development of Collaboration Candidate 2 (as defined under the Ono Agreement). Upon exercise, the Company granted Ono a license to develop and commercialize Collaboration Candidate 2. The Company elected its CDCC Option for Collaboration Candidate 2. As a result, the Company is owed an Option Exercise Payment (as defined under the Ono Agreement) of $12.5 million. The Company determined the exercise represented an option with no material right under the Ono Agreement. The Company has completed its performance obligations with respect to the exercise of the option and accordingly, recognized the Option Exercise Payment as revenue for the year ended December 31, 2022. The Company and Ono will establish a joint development plan for the ongoing development of Collaboration Candidate 2. The costs of this development plan are accounted for in accordance with ASC 808, and cost sharing payments to the Company from Ono are recorded net into research and development expenses. As of December 31, 2022, there were no cost-sharing payments made to the Company from Ono.

As a direct result of the Company’s entry into the Ono Agreement and the Ono Letter Agreement, the Company incurred an aggregate of $7.8 million in sublicense consideration to existing licensors of the Company. The $7.8 million in sublicense consideration represents an asset under ASC 340 and is being amortized to research and development expense ratably with the Company’s revenue recognition under the Ono Agreement. During the years ended December 31, 2022 and 2021, the Company recognized $4.1 million and $1.2 million, respectively, of such expense. As of December 31, 2022, there is no remaining contract asset balance for the Ono Agreement.

The Company recognized revenue of $16.6 million, $12.1 million, and $14.6 million under the Ono Agreement and Ono Letter Agreement during the years ended December 31, 2022, 2021 and 2020, respectively. Such revenue comprised $2.5 million associated with research services, $1.6 million associated with the upfront payment, and $12.5 million associated with the option exercise during the year ended December 31, 2022. Such revenue comprised $6.0 million associated with the Ono Letter Agreement milestone earned in December 2021, $6.0 million associated with research services and $6.1 million associated with the upfront payment during the year ended December 31, 2021. Such revenue comprised $5.7 million associated with research services and $2.8 million associated with the upfront payment during the year ended December 31, 2020. As of December 31, 2022, aggregate deferred revenue related to the Ono Agreement and Ono Letter Agreement was $1.1 million, all of which is classified as current.

As of December 31, 2022, the Company has received $21.9 million in cash of aggregate research and development fees from Ono.

Memorial Sloan Kettering Cancer Center License Agreement

On May 15, 2018, the Company entered into an Amended and Restated Exclusive License Agreement (the Amended MSK License) with Memorial Sloan Kettering Cancer Center (MSK). The Amended MSK License amends and restates the Exclusive License Agreement entered into between the Company and MSK on August 19, 2016 (the Original MSK License), pursuant to which the Company entered into an exclusive license agreement with MSK for rights relating to compositions and methods covering iPSC-derived cellular immunotherapy, including T-cells and NK-cells derived from iPSCs engineered with CARs.

Pursuant to the Amended MSK License, MSK granted to the Company additional licenses to certain patents and patent applications relating to new CAR constructs and off-the-shelf CAR T cells, including the use of clustered regularly interspaced short palindromic repeat (CRISPR) and other innovative technologies for their production, in each case to research, develop, and commercialize licensed products in the field of all human therapeutic uses worldwide. The Company has the right to grant sublicenses to certain licensed rights in accordance with the terms of the Amended MSK License, in which case it is obligated to pay MSK a percentage of certain sublicense income received by the Company.

The Company is obligated to pay to MSK an annual license maintenance fee during the term of the agreement, and milestone payments upon the achievement of specified clinical, regulatory and commercial milestones for licensed products as well as royalty payments on net sales of licensed products

In the event a licensed product achieves a specified clinical milestone, MSK is then eligible to receive certain milestone payments totaling up to $75.0 million based on the price of the Company’s common stock, where the amount of such payments owed to MSK is contingent upon certain increases in the price of the Company’s common stock following the date of achievement of such clinical milestone. These payments are based on common stock price multiples, with the numerator being the fair value of the ten-trading day trailing average closing price of the Company’s common stock and the denominator being the ten-trading day trailing average closing price of the Company’s common stock as of the effective date of the Amended MSK License, adjusted for any stock splits, cash dividends, stock dividends, other distributions, combinations, recapitalizations, or similar events. Under the terms of the Amended MSK License, upon a change of control of the Company, in certain circumstances, the Company may be required to pay a portion of these payments to MSK based on the price of the Company’s common stock in connection with such change of control.

The following table summarizes the common stock multiples and the stock price appreciation milestone payments under the terms of the agreement:


Common stock multiple	5.0x		10.0x		15.0x
Ten-trading day trailing average common stock price	$	50.18	$	100.36	$	150.54
Stock price appreciation milestone payment (in millions)	$	20.0	$	30.0	$	25.0

In July 2021, the Company achieved the specified clinical milestone for a licensed product under the Amended MSK License and the Company’s ten-trading day trailing average common stock price exceeded the first, pre-specified threshold. As a result, the Company remitted the first milestone payment of $20.0 million to MSK during the year ended December 31, 2021.

To determine the estimated fair value of the remaining stock price appreciation milestones, the Company uses a Monte Carlo simulation methodology which models future Company common stock prices based on the current stock price and several key

variables. The following variables were incorporated in the calculation of the estimated fair value of the stock price appreciation milestones as of December 31, 2022:


	Year Ended December 31,			Year Ended December 31,
	2022			2021
Risk-free interest rate		4.0	%		1.7	%
Expected volatility		78.1	%		77.6	%
Estimated term (in years)		16.0			17.0
Closing stock price as of measurement date	$	10.09		$	58.51

The key inputs to the Monte Carlo simulation to determine the fair value of the stock price appreciation milestones include the Company’s stock price as of the measurement date; the estimated term which is based in part on the last valid patent claim date; the expected volatility of the Company’s common stock, estimated using the Company’s historical common stock volatility as of the remeasurement date; and the risk-free rate based on the U.S. Treasury yield for the estimated term determined. Fair value measurements are highly sensitive to changes in these inputs and significant changes could result in a significantly higher or lower fair value and resulting expense or gain.

At each balance sheet date, the Company remeasures the fair value of the stock price appreciation milestones, with changes in fair value recognized as a component of other income (expense) in the consolidated statements of operations and comprehensive loss. Amounts are included in current or non-current liabilities based on the estimated timeline associated with the individual potential payments. During the year ended December 31, 2022 and 2021, the Company recorded $20.3 million of income and $3.5 million of income, respectively, associated with the change in fair value of the stock price appreciation milestones. During the year ended December 31, 2020, the Company recorded $47.7 million of expense. As of December 31, 2022 and 2021, the Company recorded a liability of $3.9 million and $24.2 million, respectively, associated with the stock price appreciation milestones for the Amended MSK License.

Convertible Preferred Stock and Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Convertible Preferred Stock And Stockholders Deficit Disclosure [Abstract]

Summary of stock option activity and related information under all equity plans

The following table summarizes stock option activity and related information under all equity plans for the year ended December 31, 2022:


	Options			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value (in 000s)
Outstanding at December 31, 2021		7,708,263		$	20.43
Granted		848,457			36.68
Exercised		(941,780	)		9.74
Cancelled		(347,714	)		48.56
Outstanding at December 31, 2022		7,267,226		$	22.37		6.30	$	7,577
Options vested and expected to vest at December 31, 2022		7,267,226		$	22.37		6.30	$	7,577
Options exercisable at December 31, 2022		5,722,035		$	18.20		5.79	$	7,577

Summary of restricted stock unit activity and related information under all equity plans

The following table summarizes restricted stock unit activity and related information under all equity plans for the year ended December 31, 2022:


	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value Per Share		Weighted Average Remaining Vesting Period		Aggregate Intrinsic Value (in 000s)
Outstanding at December 31, 2021		4,008,832		$	58.60
Granted		3,211,208			36.58
Vested		(626,175	)		53.44
Cancelled		(731,132	)		51.46
Outstanding at December 31, 2022		5,862,733		$	48.13		3.13	$	59,155
Restricted stock units expected to vest at December 31, 2022		4,065,114		$	44.46		2.75	$	41,017

Schedule of allocation of stock-based compensation for all stock awards

The allocation of stock-based compensation for all stock awards is as follows (in thousands):


	Years Ended December 31,
	2022		2021		2020
Research and development	$	51,103	$	35,140	$	18,636
General and administrative		27,630		19,224		12,117
Total stock-based compensation expense	$	78,733	$	54,364	$	30,753

Schedule of weighted-average assumptions used to determine the fair value of employee and nonemployee stock option grants

he weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants were as follows:


	Years Ended December 31,
	2022			2021			2020
Risk–free interest rate		1.9	%		0.5	%		1.0	%
Expected volatility		76.2	%		76.5	%		77.5	%
Expected term (in years)		5.8			5.1			5.5
Expected dividend yield		0.0	%		0.0	%		0.0	%

Schedule of common stock reserved for future issuance

Common stock reserved for future issuance is as follows:


	December 31,
	2022		2021
Convertible preferred stock (if converted)		13,972,745		13,972,745
Common stock options		7,267,226		7,708,263
Restricted stock units		5,862,733		4,008,832
Awards available under the 2013 Plan		—		3,356,946
Awards available under the 2022 Plan		10,274,169		—
Awards available under the Inducement Plan		741,000		856,000
Employee stock purchase plan		729,000		729,000
Total		38,846,873		30,631,786

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 61,333	$ 133,583
Accounts receivable	38,480	8,676
Short-term investments	374,894	482,327
Prepaid expenses and other current assets	27,367	8,826
Total current assets	502,074	633,412
Long-term investments	4,942	100,664
Property and equipment, net	110,020	91,529
Operating lease right-of-use assets	66,069	70,720
Restricted cash	15,227	15,227
Collaboration contract assets	7,196	9,870
Other assets	33	33
Total assets	705,561	921,455
Current liabilities:
Accounts payable	8,265	8,612
Accrued expenses	53,932	42,412
CIRM award liability, current portion	4,000	3,200
Deferred revenue, current portion	42,226	21,483
Operating lease liabilities, current portion	5,628	5,577
Total current liabilities	114,051	81,284
Deferred revenue, net of current portion	0	27,124
CIRM award liability, net of current portion	0	800
Operating lease liabilities, net of current portion	103,710	109,241
Stock price appreciation milestones, net of current portion	3,861	24,168
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; authorized shares--5,000,000 at December 31, 2022 and December 31, 2021; Class A Convertible Preferred shares issued and outstanding--2,794,549 at December 31, 2022 and December 31, 2021	3	3
Common stock, $0.001 par value; authorized shares--250,000,000 at December 31, 2022 and December 31, 2021; issued and outstanding --97,294,917 at December 31, 2022 and 95,726,962 at December 31, 2021	97	96
Additional paid-in capital	1,536,497	1,448,584
Accumulated other comprehensive (loss) gain	(1,854)	(762)
Accumulated deficit	(1,050,804)	(769,083)
Total stockholders’ equity	483,939	678,838
Total liabilities and stockholders’ equity	$ 705,561	$ 921,455

Organization and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Public Equity Offering

Public Equity Offerings

Private Placements of Common Stock

Use of Estimates

Risks and Uncertainties

Principles of Consolidation

Segment Reporting

Fair Value of Financial Instruments

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Cash, Cash Equivalents and Restricted Cash


	Years Ended December 31,
	2022		2021		2020
Cash and cash equivalents	$	61,333	$	133,583	$	167,347
Restricted cash		15,227		15,227		15,227
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows	$	76,560	$	148,810	$	182,574

Investments

Concentration of Credit Risk

Property and Equipment

Impairment of Long-Lived Assets

Leases

Collaborative Arrangements

Revenue Recognition

Stock Price Appreciation Milestones

Research and Development Costs

All research and development costs are expensed as incurred.

Patent Costs

Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.

Stock-Based Compensation

Convertible Preferred Stock

Income Taxes

Employee Retention credit

Employee Retention Credit

Comprehensive Loss

Net Loss Per Common Share


	As of December 31,
	2022		2021		2020
Common stock options		7,267,226		7,708,263		10,432,822
Restricted stock units		5,862,733		4,008,832		1,401,732
Series A convertible preferred stock (if converted)		13,972,745		13,972,745		13,972,745
Total		27,102,704		25,689,840		25,807,299

Going Concern Assessment

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Collaboration revenue	$ 96,300	$ 55,846	$ 31,434
Type of Revenue [Extensible List]	us-gaap:LicenseMember	us-gaap:LicenseMember	us-gaap:LicenseMember
Operating expenses:
Research and development	$ 320,454	$ 215,519	$ 125,623
General and administrative	84,232	57,321	33,896
Total operating expenses	404,686	272,840	159,519
Loss from operations	(308,386)	(216,994)	(128,085)
Other income (expense):
Interest income	5,842	1,309	2,400
Change in fair value of stock price appreciation milestones	20,307	3,534	(47,702)
Other income	516	0	0
Total other income (expense), net	26,665	4,843	(45,302)
Net loss	(281,721)	(212,151)	(173,387)
Other comprehensive loss:
Unrealized (loss) gain on available-for-sale securities, net	(1,092)	(832)	48
Comprehensive loss	$ (282,813)	$ (212,983)	$ (173,339)
Earnings Per Share, Basic	$ (2.91)	$ (2.24)	$ (2.10)
Earnings Per Share Diluted	$ (2.91)	$ (2.24)	$ (2.10)
Weighted Average Number of Shares Outstanding, Basic	96,826,058	94,747,311	82,385,319
Weighted Average Number of Shares Outstanding, Diluted	96,826,058	94,747,311	82,385,319

Convertible Preferred Stock and Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended		12 Months Ended
	Jun. 09, 2022	Sep. 13, 2013	Jan. 31, 2021	Nov. 30, 2016	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Mar. 31, 2020	Jan. 31, 2019	May 02, 2017	May 10, 2016
Convertible preferred stock
Preferred stock, par value (in dollars per share)					$ 0.001	$ 0.001
Dividends declared					$ 0
Shares reserved for issuance					38,846,873	30,631,786
Stock purchases under the plan (in shares)					0
Performance stock, granted						1,199,377
Issuance of common stock from equity incentive plans, net of issuance costs					$ 9,207	$ 20,714	$ 9,655
Pre-Funded Warrants
Convertible preferred stock
Number of shares to be purchased			257,310		257,310
Purchase price of prefunded warrants			$ 85.499
Exercise price of warrants			$ 0.001
Terms of exercise			The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.
Maximum percentage of common stock ownership together with affiliates allowable after exercise of prefunded warrants			9.99%
Maximum percentage of common stock ownership after change upon notice.			19.99%
Employee and Non Employee Stock Option
Convertible preferred stock
Total intrinsic value of stock options exercised					$ 23,800	$ 184,300	$ 59,700
Issuance of common stock from equity incentive plans, net of issuance costs					$ 9,200
Employee Stock Purchase Plan
Convertible preferred stock
Shares reserved for issuance		729,000			729,000	729,000
Additional shares authorized (as a percent)		2.00%
Additional shares authorized		450,000
Restricted Stock Units (RSUs)
Convertible preferred stock
Shares reserved for issuance					5,862,733	4,008,832
Expected recognition period of unrecognized compensation cost					2 years 9 months 18 days	3 years 2 months 12 days	2 years 10 months 24 days
Performance stock, granted					3,211,208
Unrecognized compensation cost related to unvested restricted shares					$ 137,700	$ 98,200	$ 20,800
Performance-based restricted granted, none of vested Units Outstanding					1,797,619	1,199,377
Common Stock
Convertible preferred stock
Common stock issued						5,122,807	7,108,796
Conversion of preferred shares to common stock								125,000
Non-Voting Class A Preferred Stock \| Maximum
Convertible preferred stock
Number of shares to be issued upon conversion											14,097,745
Non-Voting Class A Preferred Stock \| Redmile Group, LLC and Affiliates
Convertible preferred stock
Percentage of common stock ownership upon preferred stock conversion				19.99%
Terms of conversion					The Class A Preferred were purchased exclusively by entities affiliated with Redmile Group, LLC (collectively, Redmile). The terms of the CoD prohibited Redmile from converting the Class A Preferred into shares of the Company’s common stock if, as a result of conversion, Redmile, together with its affiliates, would own more than 9.99% of the Company’s common stock then issued and outstanding (the Redmile Percentage Limitation), which percentage could change at Redmile’s election upon 61 days’ notice to the Company to (i) any other number less than or equal to 19.99% or (ii) subject to approval of the Company’s stockholders to the extent required in accordance with the NASDAQ Global Market rules, any number in excess of 19.99%. On May 2, 2017, the Company’s stockholders approved the issuance of up to an aggregate of 14,097,745 shares of common stock upon the conversion of the outstanding shares of Class A Preferred. As a result, Redmile has the right to increase the Redmile Percentage Limitation to any percentage in excess of 19.99% at its election.
Non-Voting Class A Preferred Stock \| Redmile Group, LLC and Affiliates \| Maximum
Convertible preferred stock
Percentage of common stock ownership upon preferred stock conversion				9.99%
Preferred shares converted into common stock percentage of ownership change upon notice				19.99%
Class A Convertible Preferred Shares
Convertible preferred stock
Preferred stock, issued shares					2,794,549	2,794,549
Conversion of preferred shares to common stock								25,000
Class A Convertible Preferred Shares \| Redmile Group, LLC and Affiliates
Convertible preferred stock
Percentage of common stock ownership upon preferred stock conversion				19.99%
Stock Option And Incentive Plan 2013
Convertible preferred stock
Shares reserved for issuance					0	3,356,946
Stock Option And Incentive Plan 2013 \| Employee and Non Employee Stock Option
Convertible preferred stock
Stock options generally vested on anniversary grant date (as a percent)					25.00%
General vesting period after first year					3 years
Monthly vesting period					4 years
Term of stock awards					10 years
Weighted-average grant date fair value per share of employee options granted					$ 24.07	$ 55.83	$ 18.87
Unrecognized compensation cost related to outstanding options					$ 35,100	$ 48,900	$ 66,100
Expected recognition period of unrecognized compensation cost					2 years 2 months 12 days	2 years 3 months 18 days	2 years 10 months 24 days
Stock Option And Incentive Plan 2013 \| Restricted Stock Units (RSUs)
Convertible preferred stock
Annually vesting period					4 years
Stock Option And Incentive Plan2022 [Member]
Convertible preferred stock
Common stock issued	9,500,000
Shares reserved for issuance					10,274,169	0
Stock Option And Incentive Plan2022 [Member] \| Employee and Non Employee Stock Option
Convertible preferred stock
Stock options generally vested on anniversary grant date (as a percent)	25.00%
General vesting period after first year	3 years
Monthly vesting period	4 years
Term of stock awards	10 years
Stock Option And Incentive Plan2022 [Member] \| Restricted Stock Units (RSUs)
Convertible preferred stock
Annually vesting period	4 years
Inducement Plan
Convertible preferred stock
Shares reserved for issuance					741,000	856,000						500,000
Additional shares reserved for issuance			300,000						470,822	200,000
November 2016 Placement \| Common Stock
Convertible preferred stock
Common stock issued				7,236,837
Share issue price (in dollars per share)				$ 2.66
November 2016 Placement \| Non-Voting Class A Preferred Stock
Convertible preferred stock
Preferred stock, issued shares				2,819,549
Share issue price (in dollars per share)				$ 13.30
Number of shares to be issued upon conversion				5
Preferred stock, par value (in dollars per share)				$ 0.001
Conversion price				$ 2.66

Convertible Preferred Stock and Stockholders' Equity (Details 3) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Restricted Stock Units
Granted		1,199,377
Restricted Stock Units (RSUs)
Number of Restricted Stock Units
Balance at the beginning of the period	4,008,832
Granted	3,211,208
Vested	(626,175)
Cancelled	(731,132)
Balance at the end of the period	5,862,733	4,008,832
Expected to vest at the end of the period	4,065,114
Weighted-Average Grant Date Fair Value per Share
Balance at the beginning of the period	$ 58.60
Granted	36.58
Vested	53.44
Cancelled	51.46
Balance at the end of the period	48.13	$ 58.60
Expected to vest at the end of the period	$ 44.46
Weighted Average Remaining Vesting Period
Outstanding at the end of the period	3 years 1 month 17 days
Expected to vest at the end of the period	2 years 9 months
Aggregate Intrinsic Value
Outstanding at the end of the period (in dollars)	$ 59,155
Restricted stock units expected to vest at December 31, 2021	$ 41,017

Leases (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
Leases (Details) - USD ($) $ in Thousands	Nov. 30, 2021	Jan. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Lessee Lease Description [Line Items]
Right-of-use asset			$ 66,069	$ 70,720
Lessee, operating lease, option to extend			These leases have terms varying from one to approximately sixteen years, with renewal options of up to ten years
Letters of credit outstanding amount			$ 15,200	15,200	$ 15,200
Future minimum payments under the operating leases			$ 177,702
Remaining weighted-average lease term			11 years 6 months
Operating lease liabilities, weighted-average discount rate			8.28%
Total short-term lease expense			$ 0	$ 0	$ 1,200
The Premises 2020 Lease Agreement
Lessee Lease Description [Line Items]
Right-of-use asset	$ 6,000
Lessee, operating lease, option to extend	The Company has no option to extend the lease, and no option to early terminate the lease.	The Company has the option to extend the lease for two successive five-year periods. The Company also has a one-time option to terminate the lease after 10 years from the Rent Commencement Date
Lessee, operating lease, existence of option to extend		true
Lease term	6 years	15 years
Option to terminate lease		10 years
Early termination fees		$ 30,000
Letters of credit outstanding amount		15,000
Minimum
Lessee Lease Description [Line Items]
Future minimum payments under the operating leases			$ 177,700
Maximum
Lessee Lease Description [Line Items]
Lease term			16 years
Maximum \| The Premises 2020 Lease Agreement
Lessee Lease Description [Line Items]
Renewal term			10 years
Aggregate tenant improvements of the premises		$ 29,800

Accrued Expenses and Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current accrued expenses
Accrued payroll and other employee benefits	$ 17,899	$ 18,358
Accrued clinical trial related costs	16,858	12,344
Accrued other	19,175	11,710
Total current accrued expenses	$ 53,932	$ 42,412

California Institute For Regenerative Medicine Award (Details) - USD ($) $ in Millions		12 Months Ended
	Apr. 05, 2018	Dec. 31, 2022
Award from California institute for regenerative medicine
Period to treat award as grant, if award not treated as loan		10 years
California Institute for Regenerative Medicine
Award from California institute for regenerative medicine
Receipt of first disbursement under the Award		$ 4.0
California Institute for Regenerative Medicine \| LIBOR
Award from California institute for regenerative medicine
Award considered as a loan, interest rate	7.00%
California Institute for Regenerative Medicine \| Loan Repayment Rate One
Award from California institute for regenerative medicine
Repayment percentage of award amount	60.00%
California Institute for Regenerative Medicine \| Loan Repayment Rate Two
Award from California institute for regenerative medicine
Repayment percentage of award amount	80.00%
California Institute for Regenerative Medicine \| Loan Repayment Rate Three
Award from California institute for regenerative medicine
Repayment percentage of award amount	100.00%
California Institute for Regenerative Medicine \| Loan Repayment Rate Four
Award from California institute for regenerative medicine
Repayment percentage of award amount	100.00%
California Institute for Regenerative Medicine \| FT516
Award from California institute for regenerative medicine
Award agreement executed date	Apr. 05, 2018
Award for first-in-human clinical trial	$ 4.0

Employee Benefits (Details) - USD ($)		12 Months Ended
Employee Benefits (Details) - USD ($)	Jan. 01, 2009	Dec. 31, 2022
Retirement Benefits [Abstract]
Minimum age of employees	21 years
Matching contributions under 401(k) plan		$ 0
Percentage of discretionary contributions description		The Company makes discretionary contributions to the 401(k) Plan equal to 100 percent of each employee’s pretax contributions up to 20 percent of the IRS Standard Limit.

Investments (Details) - USD ($)	12 Months Ended
Investments (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Schedule Of Available For Sale Securities [Line Items]
Available-for-sale securities, impairment			$ 0	$ 0	$ 0
Available-for-sale securities, realized gains (losses) on sales	$ 0	$ 0	0
Available-for-sale securities, recognition of expected credit losses	0	0	$ 0
Prepaid Expenses And Other Assets
Schedule Of Available For Sale Securities [Line Items]
Accured Interest on investments	$ 800,000	$ 1,100,000
Treasuries, Commercial paper. Non US government securities and Corporate Debt Securities
Schedule Of Available For Sale Securities [Line Items]
Short term investments, maturity start range	3 months
Short term investments, maturity end range	36 months

Investments (Details 2) - USD ($) $ in Thousands	12 Months Ended
Investments (Details 2) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
U.S. Treasury debt securities \| Current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	1 or less	1 or less
Amortized Cost	$ 79,251	$ 70,653
Unrealized Losses	(263)	(163)
Unrealized Gains	37	0
Estimated Fair Value	$ 79,025	$ 70,490
U.S. Treasury debt securities \| Non-current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)		Greater than 1
Amortized Cost		$ 9,989
Unrealized Losses		(35)
Unrealized Gains		0
Estimated Fair Value		$ 9,954
Non-U.S. government securities \| Current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	1 or less
Amortized Cost	$ 2,425
Unrealized Losses	(2)
Unrealized Gains	0
Estimated Fair Value	$ 2,423
Municipal securities \| Current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	1 or less	1 or less
Amortized Cost	$ 18,963	$ 18,017
Unrealized Losses	(208)	(6)
Unrealized Gains	0	1
Estimated Fair Value	$ 18,755	$ 18,012
Municipal securities \| Non-current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	Greater than 1	Greater than 1
Amortized Cost	$ 5,000	$ 9,034
Unrealized Losses	(58)	(42)
Unrealized Gains	0	0
Estimated Fair Value	$ 4,942	$ 8,992
Corporate debt securities \| Current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	1 or less	1 or less
Amortized Cost	$ 123,996	$ 169,736
Unrealized Losses	(1,138)	(187)
Unrealized Gains	3	0
Estimated Fair Value	$ 122,861	$ 169,549
Corporate debt securities \| Non-current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)		Greater than 1
Amortized Cost		$ 81,989
Unrealized Losses		(271)
Unrealized Gains		0
Estimated Fair Value		$ 81,718
Commercial Paper \| Current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	1 or less	1 or less
Amortized Cost	$ 152,056	$ 224,333
Unrealized Losses	(230)	(59)
Unrealized Gains	4	2
Estimated Fair Value	151,830	224,276
Short-term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	376,691	482,739
Unrealized Losses	(1,841)	(415)
Unrealized Gains	44	3
Estimated Fair Value	374,894	482,327
Long-term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	5,000
Unrealized Losses	(58)
Unrealized Gains	0
Estimated Fair Value	$ 4,942
Long-term Investments [Member] \| Non-current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost		101,012
Unrealized Losses		(348)
Unrealized Gains		0
Estimated Fair Value		$ 100,664

Collaboration and License Agreements (Details 2) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Determine the estimated fair value of the enterprise value milestone payments
Closing stock price as of measurement date	$ 10.09
Amended MSK License
Determine the estimated fair value of the enterprise value milestone payments
Risk-free interest rate	4.00%	1.70%
Expected volatility	78.10%	77.60%
Estimated term (in years)	16 years	17 years
Closing stock price as of measurement date	$ 10.09	$ 58.51

Convertible Preferred Stock and Stockholders' Equity (Details 6) - shares	Dec. 31, 2022	Dec. 31, 2021	May 10, 2016	Sep. 13, 2013
Weighted-average assumptions to determine fair value of stock options
Shares reserved for issuance	38,846,873	30,631,786
Stock Option And Incentive Plan 2013
Weighted-average assumptions to determine fair value of stock options
Shares reserved for issuance	0	3,356,946
Awards available under the 2022 Plan
Weighted-average assumptions to determine fair value of stock options
Shares reserved for issuance	10,274,169	0
Inducement Plan
Weighted-average assumptions to determine fair value of stock options
Shares reserved for issuance	741,000	856,000	500,000
Employee Stock Option
Weighted-average assumptions to determine fair value of stock options
Shares reserved for issuance	7,267,226	7,708,263
Restricted Stock Units (RSUs)
Weighted-average assumptions to determine fair value of stock options
Shares reserved for issuance	5,862,733	4,008,832
Employee Stock Purchase Plan
Weighted-average assumptions to determine fair value of stock options
Shares reserved for issuance	729,000	729,000		729,000
Convertible Preferred Stock (if converted)
Weighted-average assumptions to determine fair value of stock options
Shares reserved for issuance	13,972,745	13,972,745

Income Taxes (Details 4) - USD ($)	12 Months Ended
Income Taxes (Details 4) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Change in the Company's unrecognized tax benefits
Beginning unrecognized tax benefits	$ 37,255,000	$ 19,779,000	$ 16,822,000
Increase related to current year tax positions	9,101,000	17,557,000	1,837,000
Increase related to prior year tax positions	6,411,000	0	1,120,000
Decrease related to prior year tax positions	0	(81,000)	0
Ending unrecognized tax benefits	52,767,000	$ 37,255,000	$ 19,779,000
Income Taxes
Unrecognized tax benefit	0
Unrecognized tax benefits that, if recognized, would reduce the effective tax rate	$ 0

Subsequent Events (Details) - Subsequent Event - Corporate Restructuring $ in Millions	1 Months Ended
	Jan. 31, 2023 USD ($) Employees
Debt Instrument [Line Items]
Percentage of number of employee reduced	60.00%
Number of employee reduced \| Employees	220
Severance and employee termination related costs - Low range	$ 12
Severance and employee termination related costs - High range	$ 16

Income Taxes (Details 3) $ in Millions	12 Months Ended
Income Taxes (Details 3) $ in Millions	Dec. 31, 2022 USD ($)
Tax Credit Carryforward [Line Items]
Cumulative changes in ownership percentage	50.00%
Period of change in ownership	3 years
Californian
Tax Credit Carryforward [Line Items]
Income tax examination, year under examination	2018
U.S. Federal
Tax Credit Carryforward [Line Items]
Income tax examination, year under examination	2019
U.S. Federal \| Research and development
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	$ 35.1
Tax credit carryforward expiration year	2035
California \| Research and development
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	$ 33.3

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property and equipment
Property and equipment, gross	$ 140,404	$ 108,474
Less accumulated depreciation and amortization	(30,384)	(16,945)
Total property and equipment, net	110,020	91,529
Depreciation expense	13,758	5,850	$ 3,087
Furniture And Fixtures
Property and equipment
Property and equipment, gross	1,209	1,209
Computer And Office Equipment
Property and equipment
Property and equipment, gross	2,937	2,168
Software
Property and equipment
Property and equipment, gross	2,122	1,899
Leasehold improvements-building
Property and equipment
Property and equipment, gross	56,782	52,948
Scientific Equipment
Property and equipment
Property and equipment, gross	$ 77,354	$ 50,250

Collaboration and License Agreements (Details 1) - Amended MSK License $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares
Milestone One
Collaboration agreement
Common stock multiple	5.0x
Ten-trading day trailing average common stock price \| $ / shares	$ 50.18
Stock price appreciation milestone payment \| $	$ 20.0
Milestone Two
Collaboration agreement
Common stock multiple	10.0x
Ten-trading day trailing average common stock price \| $ / shares	$ 100.36
Stock price appreciation milestone payment \| $	$ 30.0
Milestone Three
Collaboration agreement
Common stock multiple	15.0x
Ten-trading day trailing average common stock price \| $ / shares	$ 150.54
Stock price appreciation milestone payment \| $	$ 25.0

Commitments and Contingencies (Details) $ in Millions	12 Months Ended
Commitments and Contingencies (Details) $ in Millions	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Minimum annual payments to maintain licenses	$ 0.4

Investment (Details 3) - Short Term Investment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, Total	$ 270,967	$ 414,126
Unrealized Losses, Total	(1,899)	(763)
Short-Term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, Less Than 12 Months	180,511	414,126
Unrealized Losses, Less Than 12 Months	(762)	(763)
Other Long-Term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, 12 Months or Greater	90,456	0
Unrealized Losses, 12 Months or Greater	(1,137)	0
US Treasury Securities [Member]
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, Total	61,144	80,444
Unrealized Losses, Total	(263)	(198)
US Treasury Securities [Member] \| Short-Term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, Less Than 12 Months	51,246	80,444
Unrealized Losses, Less Than 12 Months	(163)	(198)
US Treasury Securities [Member] \| Other Long-Term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, 12 Months or Greater	9,898	0
Unrealized Losses, 12 Months or Greater	(100)	0
Non-U.S. government securities
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, Total	2,424
Unrealized Losses, Total	(2)
Non-U.S. government securities \| Short-Term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, Less Than 12 Months	2,424
Unrealized Losses, Less Than 12 Months	(2)
Non-U.S. government securities \| Other Long-Term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, 12 Months or Greater	0
Unrealized Losses, 12 Months or Greater	0
Municipal Notes [Member]
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, Total	23,698	23,352
Unrealized Losses, Total	(266)	(48)
Municipal Notes [Member] \| Short-Term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, Less Than 12 Months	14,765	23,352
Unrealized Losses, Less Than 12 Months	(193)	(48)
Municipal Notes [Member] \| Other Long-Term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, 12 Months or Greater	8,933	0
Unrealized Losses, 12 Months or Greater	(73)	0
Corporate Debt Securities [Member]
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, Total	117,246	250,467
Unrealized Losses, Total	(1,138)	(458)
Corporate Debt Securities [Member] \| Short-Term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, Less Than 12 Months	45,621	250,467
Unrealized Losses, Less Than 12 Months	(174)	(458)
Corporate Debt Securities [Member] \| Other Long-Term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, 12 Months or Greater	71,625	0
Unrealized Losses, 12 Months or Greater	(964)	0
Commercial Paper [Member]
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, Total	66,455	59,863
Unrealized Losses, Total	(230)	(59)
Commercial Paper [Member] \| Short-Term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, Less Than 12 Months	66,455	59,863
Unrealized Losses, Less Than 12 Months	(230)	(59)
Commercial Paper [Member] \| Other Long-Term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Estimated Fair Value, 12 Months or Greater	0	0
Unrealized Losses, 12 Months or Greater	$ 0	$ 0

Leases (Details 2) $ in Thousands	Dec. 31, 2022 USD ($)
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2023	$ 14,597
2024	14,836
2025	15,087
2026	15,540
2027	16,006
Thereafter	101,636
Total undiscounted lease payments	177,702
Less: imputed interest	(68,364)
Total lease liability	$ 109,338

Leases (Details 1) - USD ($) $ in Thousands	12 Months Ended
Leases (Details 1) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Lease, Cost [Abstract]
Straight-line lease expense	$ 15,010	$ 15,354	$ 12,076
Variable lease expense	2,614	1,660	2,245
Total operating lease expense	$ 17,624	$ 17,014	$ 14,321

Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Quoted prices in Active Market for Identical Assets (Level 1) \| Money market funds
Financial assets:
Money market funds	$ 61,333	$ 133,583
Quoted prices in Active Market for Identical Assets (Level 1) \| U.S. Treasury debt securities
Financial assets:
Estimated Fair Value	79,025	80,444
Significant Other Observable Inputs (Level 2) \| Non-U.S. government securities
Financial assets:
Estimated Fair Value	2,423
Significant Other Observable Inputs (Level 2) \| Corporate debt securities
Financial assets:
Estimated Fair Value	122,861	251,267
Significant Other Observable Inputs (Level 2) \| Municipal securities
Financial assets:
Estimated Fair Value	23,697	27,004
Significant Other Observable Inputs (Level 2) \| Commercial Paper
Financial assets:
Estimated Fair Value	151,830	224,276
Fair Value Measurements Recurring
Financial assets:
Total assets measured at fair value on a recurring basis	441,169	716,574
Financial liabilities:
Total financial liabilities measured at fair value on a recurring basis	3,861	24,168
Fair Value Measurements Recurring \| Stock price appreciation milestones
Financial liabilities:
Stock price appreciation milestones	3,861	24,168
Fair Value Measurements Recurring \| Money market funds
Financial assets:
Money market funds	61,333	133,583
Fair Value Measurements Recurring \| U.S. Treasury debt securities
Financial assets:
Estimated Fair Value	79,025	80,444
Fair Value Measurements Recurring \| Non-U.S. government securities
Financial assets:
Estimated Fair Value	2,423
Fair Value Measurements Recurring \| Corporate debt securities
Financial assets:
Estimated Fair Value	122,861	251,267
Fair Value Measurements Recurring \| Municipal securities
Financial assets:
Estimated Fair Value	23,697	27,004
Fair Value Measurements Recurring \| Commercial Paper
Financial assets:
Estimated Fair Value	151,830	224,276
Fair Value Measurements Recurring \| Quoted prices in Active Market for Identical Assets (Level 1)
Financial assets:
Total assets measured at fair value on a recurring basis	140,358	214,027
Fair Value Measurements Recurring \| Significant Other Observable Inputs (Level 2)
Financial assets:
Total assets measured at fair value on a recurring basis	300,811	502,547
Fair Value Measurements Recurring \| Significant Unobservable Inputs (Level 3)
Financial assets:
Total assets measured at fair value on a recurring basis		0
Financial liabilities:
Total financial liabilities measured at fair value on a recurring basis	3,861	24,168
Fair Value Measurements Recurring \| Significant Unobservable Inputs (Level 3) \| Stock price appreciation milestones
Financial liabilities:
Stock price appreciation milestones	$ 3,861	$ 24,168