0000950170-24-056869 | 10-Q | XBRL Viewer

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized shares	250,000,000	250,000,000
Common stock issued	113,798,942	98,627,076
Common stock, outstanding shares	113,798,942	98,627,076
Convertible Preferred Stock
Preferred stock, issued shares	2,761,108	2,761,108
Preferred stock, outstanding shares	2,761,108	2,761,108

Leases

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Leases

7. Leases

The Company has lease agreements for office, laboratory and manufacturing spaces that are classified as operating leases on the unaudited condensed consolidated balance sheets. These leases have terms varying from one to approximately sixteen years, with renewal options of up to ten years, as well as early termination options. Extension and termination options are included in the total lease term when the Company is reasonably certain to exercise them. The leases are subject to additional variable charges, including common area maintenance, property taxes, property insurance and other variable costs. Given the variable nature of such costs, they are recognized as expense as incurred. Additionally, some of the Company’s leases are subject to certain fixed fees which the Company has determined to be non-lease components. The Company has elected to combine and account for lease and non-lease components as a single-lease component for purposes of determining the total future lease payments.

As of March 31, 2024, future undiscounted minimum contractual payments under the Company’s operating leases were $159.3 million, which will be paid over a remaining weighted-average lease term of 10.5 years. The weighted-average discount rate for the operating lease liabilities was 8.35%, which was the Company’s incremental borrowing rate at lease commencement, as the discount rates implicit in the leases could not be readily determined.

The components of lease expense were as follows (in thousands):


	Three Months Ended March 31,
	2024		2023
Straight-line lease expense	$	3,221	$	3,318
Variable lease expense		887		613
Total operating lease expense	$	4,108	$	3,931

No short-term lease expense was recognized during the three months ended March 31, 2024 and 2023.

Future undiscounted minimum lease payments under the Company’s operating leases as of March 31, 2024 are as follows (in thousands):


	Operating Lease Payments
Remaining 2024	$	11,025
2025		15,087
2026		15,540
2027		16,006
2028		15,057
2029		10,602
Thereafter		75,978
Total undiscounted lease payments	$	159,295
Less: imputed interest		(57,225	)
Total lease liability	$	102,070

In April 2023, the Company entered into an agreement to sublease approximately 18,913 square feet of space, which sublease agreement commenced in April 2023 and expires in December 2028 with no option to extend the sublease term. Under the sublease agreement, rent is subject to scheduled annual increases and the subtenant is responsible for certain operating expenses and taxes throughout the term of the sublease.

Sublease income is recognized in other income. Sublease income for the three months ended March 31, 2024 and 2023 was as follows (in thousands):


	Three Months Ended March 31,
	2024		2023
Sublease income	$	273	$	—

Collaboration and License Agreements (Tables)

3 Months Ended

Mar. 31, 2024

Collaboration And License Agreements Disclosure [Abstract]

Summary of all Possible Stock Price Appreciation Milestone Payments

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

Schedule of Determine the Estimated Fair Value of the Stock Price Appreciation Milestones Payments

The following variables were incorporated in the calculation of the estimated fair value of the stock price appreciation milestones as of March 31, 2024:


	As of March 31,			As of December 31,
	2024			2023
Risk-free interest rate		4.3	%		4.0	%
Expected volatility		84.1	%		84.0	%
Estimated term (in years)		14.8			15.0
Closing stock price as of remeasurement date	$	7.34		$	3.74

Organization and Summary of Significant Accounting Policies (Details 3) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	30,583,400	29,817,690
Common Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	13,308,902	11,874,180
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	3,468,958	3,970,765
Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	13,805,540	13,972,745

Investments (Details 1) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
Investments (Details 1) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Money market funds \| Current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	1 or less	1 or less
Amortized Cost	$ 101,163	$ 35,273
Unrealized Losses		0
Unrealised Gains		0
Estimated Fair Value	$ 101,163	$ 35,273
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	$ 45,844	$ 82,811
Unrealized Losses	(33)	(34)
Unrealised Gains		27
Estimated Fair Value	$ 45,811	$ 82,804
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	$ 1,957
Unrealized Losses	(5)
Unrealised Gains
Estimated Fair Value	$ 1,952
Non-U.S. government securities \| Current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)		1 or less
Amortized Cost		$ 999
Unrealized Losses		0
Unrealised Gains		0
Estimated Fair Value		$ 999
Municipal securities \| Current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	1 or less	1 or less
Amortized Cost	$ 3,212	$ 5,000
Unrealized Losses	(1)	(3)
Unrealised Gains		0
Estimated Fair Value	$ 3,211	$ 4,997
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	$ 87,415	$ 47,144
Unrealized Losses	(86)	(51)
Unrealised Gains	7	14
Estimated Fair Value	$ 87,336	$ 47,107
Corporate debt securities \| Non-current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	Greater than 1	Greater than 1
Amortized Cost	$ 5,636	$ 977
Unrealized Losses	(4)	0
Unrealised Gains	11	3
Estimated Fair Value	$ 5,643	$ 980
Commercial Paper \| Current Assets [Member]
Schedule Of Available For Sale Securities [Line Items]
Maturity (in years)	1 or less	1 or less
Amortized Cost	$ 133,581	$ 137,339
Unrealized Losses	(101)	(62)
Unrealised Gains	14	121
Estimated Fair Value	133,494	137,398
Short-term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	371,215	308,566
Unrealized Losses	(221)	(150)
Unrealised Gains	21	162
Estimated Fair Value	371,015	308,578
Long-term Investments [Member]
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	7,593	977
Unrealized Losses	(9)	0
Unrealised Gains	11	3
Estimated Fair Value	$ 7,595	$ 980

California Institute For Regenerative Medicine Award (Details) - California Institute for Regenerative Medicine - USD ($) $ in Millions	Feb. 22, 2024	Apr. 05, 2018
FT516
Award from California institute for regenerative medicine
Award agreement executed date		Apr. 05, 2018
Award for first-in-human clinical trial		$ 4.0
FT819 [Member]
Award from California institute for regenerative medicine
Grant awarded	$ 7.9

Leases (Details 1) - USD ($) $ in Thousands	3 Months Ended
Leases (Details 1) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Sublease income	$ 273	$ 0

Organization and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of the same such amounts shown in the unaudited condensed consolidated statements of cash flows as of March 31, 2024 and 2023 (in thousands):


	Three Months Ended March 31,
	2024		2023
Cash and cash equivalents	$	121,322	$	42,020
Restricted cash		15,177		15,227
Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statement of cash flows	$	136,499	$	57,247

Schedule of Basic and Diluted Net Loss per Share Attributable to Stockholders

Basic and diluted net loss per share attributable to stockholders for the three months ended March 31, 2024 and 2023 are calculated as follows (in thousands, except share and per share data):


	Three Months Ended March 31,
	2024			2023
Numerator:
Net loss	$	(48,004	)	$	(18,881	)
Denominator:
Shares used to compute net loss per share, basic and diluted
Weighted-average common shares outstanding		100,447,435			97,797,377
Weighted-average pre-funded warrants		656,910			257,310
Weighted-average common shares outstanding used to compute basic and diluted net loss per share		101,104,345			98,054,687
Net loss per share, basic and diluted
Basic and diluted	$	(0.47	)	$	(0.19	)

Schedule of Anti-Dilutive Securities not Included in Calculation of Net Loss per Common Share

The following weighted-average outstanding shares of potentially dilutive securities are excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive:


	Three Months Ended March 31,
	2024		2023
Convertible preferred stock		13,805,540		13,972,745
Outstanding options to purchase common stock		13,308,902		11,874,180
Outstanding restricted stock units		3,468,958		3,970,765
Total		30,583,400		29,817,690

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Collaboration revenue	$ 1,925	$ 58,980
Type of Revenue [Extensible List]	us-gaap:LicenseMember	us-gaap:LicenseMember
Operating expenses:
Research and development	$ 32,138	$ 65,629
General and administrative	20,855	21,943
Total operating expenses	52,993	87,572
Loss from operations	(51,068)	(28,592)
Other income (expense):
Interest income	4,149	3,694
Change in fair value of stock price appreciation milestones	(1,394)	1,718
Other income	309	4,299
Total other income	3,064	9,711
Net loss	(48,004)	(18,881)
Other comprehensive income (loss):
Unrealized gain (loss) on available-for-sale securities, net	(209)	1,208
Comprehensive loss	$ (48,213)	$ (17,673)
Net loss per common share, basic	$ (0.47)	$ (0.19)
Net loss per common share, diluted	$ (0.47)	$ (0.19)
Weighted-average common shares used to compute basic net loss per share	101,104,345	98,054,687
Weighted-average common shares used to compute diluted net loss per share	101,104,345	98,054,687

Leases (Details 2) - USD ($) $ in Thousands	3 Months Ended
Leases (Details 2) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Lease, Cost [Abstract]
Straight-line lease expense	$ 3,221	$ 3,318
Variable lease expense	887	613
Total operating lease expense	$ 4,108	$ 3,931

Convertible Preferred Stock and Stockholders' Equity

3 Months Ended

Mar. 31, 2024

Convertible Preferred Stock And Stockholders Deficit Disclosure [Abstract]

Convertible Preferred Stock and Stockholders’ Equity

8. 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 Class A Convertible Preferred Stock, $0.001 par value per share (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. In April 2023, the Company filed with the office of the Secretary of State of the State of Delaware a Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Class A Convertible Preferred Stock which amends the definition of Beneficial Ownership Limitation to be 14.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock pursuant to a Notice of Conversion. In April 2023, 33,441 shares of the Company’s Class A Preferred were converted into 167,205 shares of the Company’s common stock.

The Class A Preferred are non-voting shares 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 of the Class A Preferred. 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).

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 (2021 Pre-Funded Warrants). The purchase price for the 2021 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 2021 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 unaudited condensed consolidated balance sheets.

In March 2024, in conjunction with a public offering, the Company issued in a private placement, in lieu of common stock to certain investors, pre-funded warrants to purchase 3,636,364 shares of the Company’s common stock (2024 Pre-Funded Warrants, and collectively with the 2021 Pre-Funded Warrants, the Pre-Funded Warrants). The purchase price for the 2024 Pre-Funded Warrants was $5.499 per pre-funded warrant, which equals the per share public offering price for the shares of common stock issued in the March 2024 public offering, less the $0.001 exercise price for each such pre-funded warrant. Given that the 2024 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 unaudited condensed 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 March 31, 2024, there were 3,893,674 Pre-Funded Warrants outstanding.

Stock Options and Restricted Stock Unit Awards

The following table summarizes stock option activity and related information under all equity plans for the period ended March 31, 2024:


	Number of Options			Weighted- Average Price
Balance at December 31, 2023		9,850,841		$	13.71
Granted		3,745,625			6.77
Exercised		(45,438	)		6.57
Cancelled		(242,126	)		10.96
Balance at March 31, 2024		13,308,902		$	11.83

Restricted stock unit activity under all equity and stock option plans is summarized as follows:


	Number of Restricted Stock Units			Weighted- Average Grant Date Fair Value per Share
Balance at December 31, 2023		3,065,087		$	37.96
Granted		1,076,100			6.76
Vested		(580,974	)		31.49
Cancelled		(91,255	)		27.87
Balance at March 31, 2024		3,468,958		$	29.63

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


	Three Months Ended March 31,
	2024		2023
Research and development	$	5,716	$	5,056
General and administrative		5,265		5,927
Total	$	10,981	$	10,983

As of March 31, 2024, the unrecognized compensation cost related to outstanding options was $36.5 million and is expected to be recognized as expense over a weighted-average period of approximately 2.2 years.

As of March 31, 2024, the unrecognized compensation cost related to restricted stock units was $38.4 million which is expected to be recognized as expense over a weighted-average period of approximately 2.1 years.

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:


	Three Months Ended March 31,
	2024			2023
Risk-free interest rate		3.8	%		3.8	%
Expected volatility		87.1	%		89.9	%
Expected term (in years)		6.4			6.4
Expected dividend yield		0.0	%		0.0	%

Reconciliation of Consolidated Stockholders’ Equity Accounts

The following table summarizes the Company’s changes in stockholders’ equity accounts for the three months ended March 31, 2024 (in thousands, except share data):


	Convertible Preferred Stock				Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		Gain (Loss)			Deficit			Equity
Balance at December 31, 2023		2,761,108	$	3		98,627,076	$	99	$	1,580,032	$	15		$	(1,211,732	)	$	368,417
Exercise of stock options, net of issuance costs		—		—		45,438		—		299		—			—			299
Issuance of common stock upon vesting of restricted stock units		—		—		580,974		—		—		—			—			—
Stock-based compensation		—		—		—		—		10,981		—			—			10,981
Public offering of common stock, net of issuance costs		—		—		14,545,454		15		74,620		—			—			74,635
Private placement of pre-funded warrants, net of issuance costs		—		—		—		—		19,996		—			—			19,996
Unrealized loss on investments		—		—		—		—		—		(209	)		—			(209	)
Net loss		—		—		—		—		—		—			(48,004	)		(48,004	)
Balance at March 31, 2024		2,761,108	$	3		113,798,942	$	114	$	1,685,928	$	(194	)	$	(1,259,736	)	$	426,115

The following table summarizes the Company’s changes in stockholders’ equity accounts for the three months ended March 31, 2023 (in thousands, except share data):


	Convertible Preferred Stock				Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		Gain (Loss)			Deficit			Equity
Balance at December 31, 2022		2,794,549	$	3		97,294,917	$	97	$	1,536,497	$	(1,854	)	$	(1,050,804	)	$	483,939
Exercise of stock options, net of issuance costs		—		—		68,847		—		222		—			—			222
Issuance of common stock upon vesting of restricted stock units		—		—		827,251		1		—		—			—			1
Stock-based compensation		—		—		—		—		10,983		—			—			10,983
Unrealized gain on investments		—		—		—		—		—		1,208			—			1,208
Net loss		—		—		—		—		—		—			(18,881	)		(18,881	)
Balance at March 31, 2023		2,794,549	$	3		98,191,015	$	98	$	1,547,702	$	(646	)	$	(1,069,685	)	$	477,472

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 13
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
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-Subparagraph (c)
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Fair Value Measurements (Details 2) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Change in fair value of stock price appreciation milestones	$ 1,394	$ (1,718)
Significant Unobservable Inputs (Level 3)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Balance at the beginning of the period	1,346	3,861
Change in fair value of stock price appreciation milestones	1,394	(1,718)
Balance at the end of the period	$ 2,740	$ 2,143

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	On March 26, 2024, Yuan Xu, a member of our board of directors, entered into a 10b5-1 trading plan. Dr. Xu’s plan provides for the sale of up to 633 shares of the Company’s common stock. Sales of the shares of the Company’s common stock set forth in Dr. Xu’s trading plan, if any, will be made at or above specified market prices. The trading plan will expire on March 6, 2025. Dr. Xu’s trading plan was entered into during an open insider trading window and is intended to satisfy Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transactions.
Yuan Xu [Member]
Trading Arrangements, by Individual
Name	Yuan Xu
Title	ember of our board of directors
Rule 10b5-1 Arrangement Adopted	true
Non-Rule 10b5-1 Arrangement Adopted	false
Adoption Date	March 26, 2024
Aggregate Available	633
Expiration Date	March 6, 2025

Convertible Preferred Stock and Stockholders' Equity (Details 4) - Employee And Non Employee Stock Option	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Weighted-average assumptions to determine fair value of stock options
Risk-free interest rate	3.80%	3.80%
Expected volatility	87.10%	89.90%
Expected term (in years)	6 years 4 months 24 days	6 years 4 months 24 days
Expected dividend yield	0.00%	0.00%

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Schedule of accrued expenses

Current accrued expenses consist of the following (in thousands):


	March 31, 2024		December 31, 2023
Accrued clinical trial related costs	$	7,975	$	8,833
Accrued payroll and other employee benefits		5,414		10,563
Accrued other		18,654		8,118
Total current accrued expenses	$	32,043	$	27,514

Collaboration and License Agreements (Details 1) - Amended MSK License $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2024 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 (in millions) \| $	$ 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 (in millions) \| $	$ 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 (in millions) \| $	$ 25.0

Investments (Tables)

3 Months Ended

Mar. 31, 2024

Investments [Abstract]

Summary of Investments

The following table summarizes the Company’s investments accounted for as available-for-sale securities as of March 31, 2024 and December 31, 2023 (in thousands, except for maturity in years):


	Maturity (in years)	Amortized Cost		Unrealized Losses			Unrealized Gains		Estimated Fair Value
March 31, 2024
Classified as current assets:
Money market fund	1 or less	$	101,163	$	—		$	—	$	101,163
U.S. Treasury debt securities	1 or less		45,844		(33	)		—		45,811
Municipal securities	1 or less		3,212		(1	)		—		3,211
Corporate debt securities	1 or less		87,415		(86	)		7		87,336
Commercial paper	1 or less		133,581		(101	)		14		133,494
Total short-term investments		$	371,215	$	(221	)	$	21	$	371,015
Classified as non-current assets:
U.S. Treasury debt securities	Greater than 1	$	1,957	$	(5	)	$	—	$	1,952
Corporate debt securities	Greater than 1		5,636		(4	)		11		5,643
Total long-term investments		$	7,593	$	(9	)	$	11	$	7,595

December 31, 2023
Classified as current assets:
Money market fund	1 or less	$	35,273	$	—		$	—	$	35,273
U.S. Treasury debt securities	1 or less		82,811		(34	)		27		82,804
Non-US government securities	1 or less		999		—			—		999
Municipal securities	1 or less		5,000		(3	)		—		4,997
Corporate debt securities	1 or less		47,144		(51	)		14		47,107
Commercial paper	1 or less		137,339		(62	)		121		137,398
Total short-term investments		$	308,566	$	(150	)	$	162	$	308,578
Classified as non-current assets:
Corporate debt securities	Greater than 1	$	977	$	—		$	3	$	980
Total long-term investments		$	977	$	—		$	3	$	980

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Collaboration and License Agreements

3 Months Ended

Mar. 31, 2024

Collaboration And License Agreements Disclosure [Abstract]

Collaboration and License Agreements

2. Collaboration and License Agreements

Ono Collaboration and Option Agreement

On September 14, 2018, the Company entered into a Collaboration and Option Agreement (the Ono Agreement) with Ono Pharmaceutical Co., Ltd. (Ono) for the joint development and commercialization of two off-the-shelf iPSC-derived CAR T-cell product candidates (Candidate 1 and Candidate 2). Pursuant to the terms of the Ono Agreement, the Company received an upfront, non-refundable and non-creditable payment of $10.0 million. Additionally, the Company is entitled to receive funding for the conduct of research and development under a joint development plan, which fees were estimated to be $20.0 million in aggregate.

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 2022 Ono Amendment). Pursuant to the 2022 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, Ono and the Company 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 will continue to receive committed funding from Ono through September 2024 and has 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 2022 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.

On November 7, 2022, Ono exercised its option for continued development of Candidate 2. Upon Ono’s exercise of the option, the Company granted Ono a license to develop and commercialize Candidate 2. The Company elected its preclinical option to co-develop and co-commercialize Candidate 2. As a result, the Company received 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 proceed with a joint development plan for the ongoing development of 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. During the three months ended March 31, 2024, the Company recognized contra-research and development expense of $0.8 million. As of March 31, 2024, the Company has received $8.0 million in aggregate cost-sharing payments from Ono.

On November 30, 2023, the Company entered into an amendment with Ono to the Ono Agreement (the 2023 Ono Amendment and collectively with the 2022 Ono Amendment, the Ono Amendments). Under the 2023 Ono Amendment, aggregate estimated research and development fees payable by Ono to the Company have been increased by approximately $1.4 million, for a total estimated $30.7 million in aggregate research and development fees over the course of the joint development plan.

Under the terms of the Ono Agreement (as amended by the Ono Amendments), for Candidate 2 and for Candidate 3 (subject to exercise by Ono of its preclinical option to Candidate 3), the Company is 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 the Company elects 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, the Company is 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 the 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 Amendments were within the scope of ASC 808 and applicable to such guidance. The Company concluded that certain units of account within the Ono Agreement and Ono Amendments represented a customer and applied relevant guidance from ASC 606 to evaluate the appropriate accounting for 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. The termination of the Ono Agreement with respect to Candidate 1 did not impact this assessment.

In accordance with ASC 606, the Company determined that the initial transaction price under the 2023 Ono Amendment equaled $40.7 million, consisting of the upfront, non-refundable and non-creditable payment of $10.0 million and the aggregate estimated research and development fees of $30.7 million. The upfront payment of $10.0 million was recorded as deferred revenue and was 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 was 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.

As a direct result of the Company’s entry into the Ono Agreement, the Ono Amendments, and the Ono Letter Agreement, the Company incurred an aggregate of $7.8 million in sublicense consideration to existing licensors. The $7.8 million in sublicense consideration represents an asset under ASC 340 and was amortized to research and development expense ratably with the Company’s revenue recognition under the Ono Agreement. The Company recognized no such expense during the three months ended March 31, 2024 and 2023.

The Company recognized revenue of $1.9 million under the Ono Agreement for the three months ended March 31, 2024. All such revenue was associated with research services for the three months ended March 31, 2024. During the three months ended

March 31, 2023, the Company recognized revenue of $6.7 million under the Ono Agreement. All of such revenue was associated with research services for the three months ended March 31, 2023. As of March 31, 2024, aggregate deferred revenue related to the research services under the Ono Agreement was $0.2 million, all of which is classified as current.

As of March 31, 2024, the Company has received $34.1 million in aggregate research and development fees from Ono.

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 Johnson & Johnson Innovation - JJDC, Inc. (JJDC). On January 3, 2023, the Company received notice of termination from Janssen of the Janssen Agreement. The termination took effect on April 3, 2023, and during the three months ended March 31, 2023, the Company performed wind-down activities including discontinuing development of all collaboration product candidates under the Janssen Agreement. The Company was reimbursed for all wind-down activities.

Under the terms of the Janssen Agreement and the Stock Purchase Agreement taken together, the Company received $100.0 million, of which $50.0 million was an upfront cash payment and $50.0 million was in the form of an equity investment by JJDC. The Company determined the common stock purchase by JJDC 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 issuance of common stock in shareholders’ equity. In addition, under the Stock Purchase Agreement, the Company exercised the right to require JJDC to purchase an aggregate of $50.0 million in shares in a private placement at the same price per share as paid by investors in a public offering. In June 2020, JJDC purchased 1.8 million shares of the Company’s common stock at a price of $28.31 per share. Additionally, the Company received full funding for the conduct of all research, preclinical development and Investigational New Drug Application (IND)-enabling activities performed by the Company under the Janssen Agreement.

In connection with 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 Topic 340, Other Assets and Deferred Costs (ASC 340) and was amortized to research and development expense ratably with the Company’s revenue recognition under the Janssen Agreement. During the three months ended March 31, 2023, the Company recognized $7.2 million of such expense. As of March 31, 2024, there was no remaining balance on the Janssen Agreement contract asset.

The Company recognized revenue of $52.3 million under the Janssen Agreement for the three months ended March 31, 2023, of which $41.2 million was previously deferred. Such revenue comprised $11.1 million associated with research and development services, $31.2 million associated with the upfront fee and Equity Premium, and $10.0 million associated with a commercial option exercise for the three months ended March 31, 2023.

Prior to termination of the Janssen Agreement, the Company had received $82.0 million in aggregate research and development fees from Janssen.

Memorial Sloan Kettering Cancer Center License Agreement

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

Pursuant to the Amended MSKCC License, MSKCC 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 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 MSKCC License, in which case it is obligated to pay MSKCC a percentage of certain sublicense income received by the Company.

The Company is obligated to pay to MSKCC an annual license maintenance fee during the term of the agreement, and is required to make 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, MSKCC 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 MSKCC 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 MSKCC License, adjusted for any stock splits, cash dividends, stock dividends, other distributions, combinations, recapitalizations, or similar events. Under the terms of the Amended MSKCC 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 MSKCC 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 MSKCC 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 MSKCC 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 March 31, 2024:


	As of March 31,			As of December 31,
	2024			2023
Risk-free interest rate		4.3	%		4.0	%
Expected volatility		84.1	%		84.0	%
Estimated term (in years)		14.8			15.0
Closing stock price as of remeasurement date	$	7.34		$	3.74

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 unaudited condensed 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 three months ended March 31, 2024 and 2023, the Company recorded $1.4 million of expense and $1.7 million of income, respectively, associated with the change in fair value of the stock price appreciation milestones. As of March 31, 2024 and December 31, 2023, the Company recorded a liability of $2.7 million and $1.3 million, respectively, associated with the stock price appreciation milestones for the Amended MSKCC License.

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

9. Subsequent Events

In May 2024, the Company achieved a development milestone in accordance with the Ono Agreement. The Company is entitled to a milestone payment of $5.0 million from Ono.

Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Schedule of Components of Lease Expense

The components of lease expense were as follows (in thousands):


	Three Months Ended March 31,
	2024		2023
Straight-line lease expense	$	3,221	$	3,318
Variable lease expense		887		613
Total operating lease expense	$	4,108	$	3,931

Schedule of Future Minimum Payments Under Non-cancelable Operating Leases

Future undiscounted minimum lease payments under the Company’s operating leases as of March 31, 2024 are as follows (in thousands):


	Operating Lease Payments
Remaining 2024	$	11,025
2025		15,087
2026		15,540
2027		16,006
2028		15,057
2029		10,602
Thereafter		75,978
Total undiscounted lease payments	$	159,295
Less: imputed interest		(57,225	)
Total lease liability	$	102,070

Schedule of sublease Income

Sublease income is recognized in other income. Sublease income for the three months ended March 31, 2024 and 2023 was as follows (in thousands):


	Three Months Ended March 31,
	2024		2023
Sublease income	$	273	$	—

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

5. Fair Value Measurements

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (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 March 31, 2024
Financial assets:
Money market funds	$	101,163	$	101,163	$	—	$	—
U.S. Treasury debt securities		47,763		47,763		—		—
Municipal securities		3,211		—		3,211		—
Corporate debt securities		92,979		—		92,979		—
Commercial paper		133,494		—		133,494		—
Total financial assets measured at fair value on a recurring basis	$	378,610	$	148,926	$	229,684	$	—

Financial liabilities:
Stock price appreciation milestones	$	2,740	$	—	$	—	$	2,740
Total financial liabilities measured at fair value on a recurring basis	$	2,740	$	—	$	—	$	2,740

As of December 31, 2023
Financial assets:
Money market funds	$	35,273	$	35,273	$	—	$	—
U.S. Treasury debt securities		82,804		82,804		—		—
Non-U.S. government securities		999		—		999		—
Municipal securities		4,997		—		4,997		—
Corporate debt securities		48,087		—		48,087		—
Commercial paper		137,398		—		137,398		—
Total assets measured at fair value on a recurring basis	$	309,558	$	118,077	$	191,481	$	—

Financial liabilities:
Stock price appreciation milestones	$	1,346	$	—	$	—	$	1,346
Total financial liabilities measured at fair value on a recurring basis	$	1,346	$	—	$	—	$	1,346

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 March 31, 2024.

Level 3 liabilities consisted of stock price appreciation milestones associated with the Amended MSKCC License as described in detail in Note 2.

The following table presents the changes in fair value of the Company’s Level 3 stock price appreciation milestones liability for the three months ended March 31, 2024 (in thousands):


Balance at December 31, 2023	$	1,346
Changes in fair value of stock price appreciation milestones liability		1,394
Balance at March 31, 2024	$	2,740

The following table presents the changes in fair value of the Company’s Level 3 stock price appreciation milestones liability for the three months ended March 31, 2023 (in thousands):


Balance at December 31, 2022	$	3,861
Changes in fair value of stock price appreciation milestones liability		(1,718	)
Balance at March 31, 2023	$	2,143

- 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

Convertible Preferred Stock and Stockholders' Equity (Details 1) - Employee And Non Employee Stock Option	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Number of Options
Balance at the beginning of the period \| shares	9,850,841
Granted \| shares	3,745,625
Exercised \| shares	(45,438)
Cancelled \| shares	(242,126)
Balance at the end of the period \| shares	13,308,902
Weighted-Average Price
Balance at the beginning of the period \| $ / shares	$ 13.71
Granted \| $ / shares	6.77
Exercised \| $ / shares	6.57
Cancelled \| $ / shares	10.96
Balance at the end of the period \| $ / shares	$ 11.83

Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current accrued expenses
Accrued clinical trial related costs	$ 7,975	$ 8,833
Accrued payroll and other employee benefits	5,414	10,563
Accrued other	18,654	8,118
Total current accrued expenses	$ 32,043	$ 27,514

Convertible Preferred Stock and Stockholders' Equity (Details 3) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Convertible preferred stock
Total stock-based compensation expense	$ 10,981	$ 10,983
Research and Development
Convertible preferred stock
Total stock-based compensation expense	5,716	5,056
General and Administrative
Convertible preferred stock
Total stock-based compensation expense	$ 5,265	$ 5,927

Collaboration and License Agreements (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions					1 Months Ended			3 Months Ended
	Nov. 07, 2022	Apr. 02, 2020	Sep. 14, 2018	Sep. 14, 2018	Jun. 30, 2022	Jun. 30, 2020	Sep. 30, 2018	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Nov. 30, 2023	Dec. 31, 2021	Dec. 31, 2020
Collaboration agreement
Revenue recognized								$ 1,925	$ 58,980
Research and development fees cash payments received								82,000
Proceeds from issuance of private placement								19,996
Income expense in change in fair value of the stock price appreciation milestones								3,064	9,711
Commercial option exercise
Collaboration agreement
Revenue recognized									10,000
Ono Pharmaceutical Company Ltd
Collaboration agreement
Non-refundable upfront payments recorded as deferred revenue			$ 10,000
Non-refundable upfront payments recorded as deferred revenue			10,000	$ 10,000
Aggregate research and development fees payments receivable			20,000	20,000
Collaborative arrangement annual payments receivable recorded as deferred revenue							$ 5,000
Collaborative arrangement potential additional milestones			$ 30,700	30,700
Transaction price of the agreement				$ 40,700
Collaboration contract asset								7,800
Revenue recognized								1,900	6,700
Research and development fees cash payments received								34,100
Contra research and development expenses								800
Proceeds from collaboration partner								8,000
Option exercise payment	$ 12,500
Amortization of sublicense consideration								0	0
Ono Pharmaceutical Company Ltd \| Candidate 1
Collaboration agreement
Percentage of reduction on milestone payments			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						$ 1,400
Ono Pharmaceutical Company Ltd \| Maximum \| Candidate 1
Collaboration agreement
Collaborative arrangement potential additional milestones					$ 29,300						$ 30,700
Ono Pharmaceutical Company Ltd \| Maximum \| Candidate 2
Collaboration agreement
Aggregate milestone payments			$ 843,000
Janssen Biotech Inc
Collaboration agreement
Collaboration contract asset								17,100
Revenue recognized									52,300
Amortization of sublicense consideration								7,200
Deferred revenue									41,200
Janssen Biotech Inc \| Janssen Agreement
Collaboration agreement
Sublicense consideration represents an asset under ASC, other assets and deferred costs								17,100
Janssen Biotech Inc \| Research and Development
Collaboration agreement
Revenue recognized									11,100
Janssen Biotech Inc \| Upfront Fee and Equity Premium
Collaboration agreement
Revenue recognized									31,200
Amended Mskcc License
Collaboration agreement
Enterprise value milestone payment								75,000
Stock price appreciation milestone payable												$ 20,000
Enterprise value milestones liability at fair value								2,700		$ 1,300
Amended MSK License
Collaboration agreement
Income expense in change in fair value of the stock price appreciation milestones								1,400	$ 1,700
Ono Letter Agreement \| Ono Pharmaceutical Company Ltd
Collaboration agreement
Milestone payments													$ 10,000
Deferred revenue								200
Ono Letter Agreement \| Ono Pharmaceutical Company Ltd \| Sublicense Consideration
Collaboration agreement
Sublicense consideration paid								$ 7,800
Johnson Johnson Innovation J J D C Inc \| Stock Purchase Agreement
Collaboration agreement
Company received payment		$ 100,000
Upfront cash payment		50,000
Equity method investment, underlying equity in net assets		$ 50,000
Equity premium per share		$ 9.93
Aggregate equity premium on shares		$ 16,000
Proceeds from issuance of private placement		34,000
Aggregate purchase price of common stock		$ 50,000
Issuance of common stock during period for private placements (in shares)						1.8
Common stock per share						$ 28.31

Convertible Preferred Stock and Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2024

Convertible Preferred Stock And Stockholders Equity 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 period ended March 31, 2024:


	Number of Options			Weighted- Average Price
Balance at December 31, 2023		9,850,841		$	13.71
Granted		3,745,625			6.77
Exercised		(45,438	)		6.57
Cancelled		(242,126	)		10.96
Balance at March 31, 2024		13,308,902		$	11.83

Summary of restricted stock unit activity under the Plan

Restricted stock unit activity under all equity and stock option plans is summarized as follows:


	Number of Restricted Stock Units			Weighted- Average Grant Date Fair Value per Share
Balance at December 31, 2023		3,065,087		$	37.96
Granted		1,076,100			6.76
Vested		(580,974	)		31.49
Cancelled		(91,255	)		27.87
Balance at March 31, 2024		3,468,958		$	29.63

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):


	Three Months Ended March 31,
	2024		2023
Research and development	$	5,716	$	5,056
General and administrative		5,265		5,927
Total	$	10,981	$	10,983

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

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:


	Three Months Ended March 31,
	2024			2023
Risk-free interest rate		3.8	%		3.8	%
Expected volatility		87.1	%		89.9	%
Expected term (in years)		6.4			6.4
Expected dividend yield		0.0	%		0.0	%

Summary of changes in stockholders' equity

The following table summarizes the Company’s changes in stockholders’ equity accounts for the three months ended March 31, 2024 (in thousands, except share data):


	Convertible Preferred Stock				Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		Gain (Loss)			Deficit			Equity
Balance at December 31, 2023		2,761,108	$	3		98,627,076	$	99	$	1,580,032	$	15		$	(1,211,732	)	$	368,417
Exercise of stock options, net of issuance costs		—		—		45,438		—		299		—			—			299
Issuance of common stock upon vesting of restricted stock units		—		—		580,974		—		—		—			—			—
Stock-based compensation		—		—		—		—		10,981		—			—			10,981
Public offering of common stock, net of issuance costs		—		—		14,545,454		15		74,620		—			—			74,635
Private placement of pre-funded warrants, net of issuance costs		—		—		—		—		19,996		—			—			19,996
Unrealized loss on investments		—		—		—		—		—		(209	)		—			(209	)
Net loss		—		—		—		—		—		—			(48,004	)		(48,004	)
Balance at March 31, 2024		2,761,108	$	3		113,798,942	$	114	$	1,685,928	$	(194	)	$	(1,259,736	)	$	426,115

The following table summarizes the Company’s changes in stockholders’ equity accounts for the three months ended March 31, 2023 (in thousands, except share data):


	Convertible Preferred Stock				Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		Gain (Loss)			Deficit			Equity
Balance at December 31, 2022		2,794,549	$	3		97,294,917	$	97	$	1,536,497	$	(1,854	)	$	(1,050,804	)	$	483,939
Exercise of stock options, net of issuance costs		—		—		68,847		—		222		—			—			222
Issuance of common stock upon vesting of restricted stock units		—		—		827,251		1		—		—			—			1
Stock-based compensation		—		—		—		—		10,983		—			—			10,983
Unrealized gain on investments		—		—		—		—		—		1,208			—			1,208
Net loss		—		—		—		—		—		—			(18,881	)		(18,881	)
Balance at March 31, 2023		2,794,549	$	3		98,191,015	$	98	$	1,547,702	$	(646	)	$	(1,069,685	)	$	477,472

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Assets Measured at Fair Value on Recurring Basis

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (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 March 31, 2024
Financial assets:
Money market funds	$	101,163	$	101,163	$	—	$	—
U.S. Treasury debt securities		47,763		47,763		—		—
Municipal securities		3,211		—		3,211		—
Corporate debt securities		92,979		—		92,979		—
Commercial paper		133,494		—		133,494		—
Total financial assets measured at fair value on a recurring basis	$	378,610	$	148,926	$	229,684	$	—

Financial liabilities:
Stock price appreciation milestones	$	2,740	$	—	$	—	$	2,740
Total financial liabilities measured at fair value on a recurring basis	$	2,740	$	—	$	—	$	2,740

As of December 31, 2023
Financial assets:
Money market funds	$	35,273	$	35,273	$	—	$	—
U.S. Treasury debt securities		82,804		82,804		—		—
Non-U.S. government securities		999		—		999		—
Municipal securities		4,997		—		4,997		—
Corporate debt securities		48,087		—		48,087		—
Commercial paper		137,398		—		137,398		—
Total assets measured at fair value on a recurring basis	$	309,558	$	118,077	$	191,481	$	—

Financial liabilities:
Stock price appreciation milestones	$	1,346	$	—	$	—	$	1,346
Total financial liabilities measured at fair value on a recurring basis	$	1,346	$	—	$	—	$	1,346

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 for the three months ended March 31, 2024 (in thousands):


Balance at December 31, 2023	$	1,346
Changes in fair value of stock price appreciation milestones liability		1,394
Balance at March 31, 2024	$	2,740

The following table presents the changes in fair value of the Company’s Level 3 stock price appreciation milestones liability for the three months ended March 31, 2023 (in thousands):


Balance at December 31, 2022	$	3,861
Changes in fair value of stock price appreciation milestones liability		(1,718	)
Balance at March 31, 2023	$	2,143

Accrued Expenses

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Accrued Expenses

6. Accrued Expenses

Accrued Expenses

Current accrued expenses consist of the following (in thousands):


	March 31, 2024		December 31, 2023
Accrued clinical trial related costs	$	7,975	$	8,833
Accrued payroll and other employee benefits		5,414		10,563
Accrued other		18,654		8,118
Total current accrued expenses	$	32,043	$	27,514

Leases (Details 3) $ in Thousands	Mar. 31, 2024 USD ($)
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
Remaining 2024	$ 11,025
2025	15,087
2026	15,540
2027	16,006
2028	15,057
2029	10,602
Thereafter	75,978
Total undiscounted lease payments	159,295
Less: imputed interest	(57,225)
Total lease liability	$ 102,070

Investments (Details) - USD ($) $ in Millions	3 Months Ended
Investments (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Prepaid Expenses And Other Assets
Schedule Of Available For Sale Securities [Line Items]
Accured Interest on investments	$ 0.9	$ 0.9
Treasuries, Non-U.S. Government Securities, Municipal Securities, Corporate Debt Securities and Commercial Paper
Schedule Of Available For Sale Securities [Line Items]
Short term investments, maturity start range	3 months
Short term investments, maturity end range	36 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Organization and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

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, induced pluripotent stem cell (iPSC)-derived cellular immunotherapies to patients for the treatment of cancer and autoimmune diseases.

As of March 31, 2024, 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 product candidates. To date, the Company’s revenues have been derived from collaboration agreements and government grants.

Public Equity Offering

In March 2024, the Company completed a public offering of common stock in which investors purchased 14,545,454 shares of the Company’s common stock at a public offering price of $5.50 per share under a shelf registration statement. Gross proceeds from the public offering were approximately $80.0 million, and, after giving effect to $5.3 million of costs related to the public offering, net proceeds were approximately $74.7 million.

Private Placement of Pre-Funded Warrants

In March 2024, in conjunction with the public offering, the Company issued in a private placement, in lieu of common stock to certain investors, pre-funded warrants to purchase 3,636,364 shares of the Company’s common stock (2024 Pre-Funded Warrants) (see Note 8). The purchase price of the 2024 Pre-Funded Warrants was $5.499 per pre-funded warrant, which equals the per share public offering price for the shares of common stock issued in the March 2024 public offering, less the $0.001 exercise price for each pre-funded warrant, for aggregate net proceeds of approximately $20.0 million.

Use of Estimates

The Company’s unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP). The preparation of the Company’s unaudited condensed consolidated financial statements requires management 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 unaudited condensed consolidated financial statements and accompanying notes. The most significant estimates and assumptions in the Company’s unaudited condensed consolidated financial statements relate to its stock price 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.

Principles of Consolidation

The unaudited condensed 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.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash in readily available operating 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.


	Three Months Ended March 31,
	2024		2023
Cash and cash equivalents	$	121,322	$	42,020
Restricted cash		15,177		15,227
Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statement of cash flows	$	136,499	$	57,247

For each of the three months ended March 31, 2024 and 2023, the restricted cash balance includes cash-collateralized irrevocable standby letters of credit for $15.2 million associated with the Company’s facilities leases.

Unaudited Interim Financial Information

The accompanying interim condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and following the requirements of the U.S. Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required can be condensed or omitted. The interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and accompanying notes for the fiscal year ended December 31, 2023, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed by the Company with the SEC on February 26, 2024. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position and its results of operations and comprehensive loss and its cash flows for the periods presented. The results for the three months ended March 31, 2024 are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period.

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 analyzes its collaboration arrangements to assess whether they are within the scope of 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. If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, the Company accounts for those aspects of the arrangement within the scope of ASC 606.

For arrangements attributable to ASC 606, 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: (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.

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.

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 the Company’s 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.

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 shares of common stock outstanding for the period, without consideration for common stock equivalents. The 3,893,674 pre-funded warrants associated with the January 2021 public equity offering and the private placement concurrent with the March 2024 public equity offering (see Note 8) are included in the weighted-average common shares outstanding in the basic earnings per share calculation given their nominal exercise price. Dilutive common stock equivalents for the periods presented include 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 and incentive plans. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.

Basic and diluted net loss per share attributable to stockholders for the three months ended March 31, 2024 and 2023 are calculated as follows (in thousands, except share and per share data):


	Three Months Ended March 31,
	2024			2023
Numerator:
Net loss	$	(48,004	)	$	(18,881	)
Denominator:
Shares used to compute net loss per share, basic and diluted
Weighted-average common shares outstanding		100,447,435			97,797,377
Weighted-average pre-funded warrants		656,910			257,310
Weighted-average common shares outstanding used to compute basic and diluted net loss per share		101,104,345			98,054,687
Net loss per share, basic and diluted
Basic and diluted	$	(0.47	)	$	(0.19	)


	Three Months Ended March 31,
	2024		2023
Convertible preferred stock		13,805,540		13,972,745
Outstanding options to purchase common stock		13,308,902		11,874,180
Outstanding restricted stock units		3,468,958		3,970,765
Total		30,583,400		29,817,690

Investments

3 Months Ended

Mar. 31, 2024

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 March 31, 2024 and December 31, 2023 (in thousands, except for maturity in years):


	Maturity (in years)	Amortized Cost		Unrealized Losses			Unrealized Gains		Estimated Fair Value
March 31, 2024
Classified as current assets:
Money market fund	1 or less	$	101,163	$	—		$	—	$	101,163
U.S. Treasury debt securities	1 or less		45,844		(33	)		—		45,811
Municipal securities	1 or less		3,212		(1	)		—		3,211
Corporate debt securities	1 or less		87,415		(86	)		7		87,336
Commercial paper	1 or less		133,581		(101	)		14		133,494
Total short-term investments		$	371,215	$	(221	)	$	21	$	371,015
Classified as non-current assets:
U.S. Treasury debt securities	Greater than 1	$	1,957	$	(5	)	$	—	$	1,952
Corporate debt securities	Greater than 1		5,636		(4	)		11		5,643
Total long-term investments		$	7,593	$	(9	)	$	11	$	7,595

December 31, 2023
Classified as current assets:
Money market fund	1 or less	$	35,273	$	—		$	—	$	35,273
U.S. Treasury debt securities	1 or less		82,811		(34	)		27		82,804
Non-US government securities	1 or less		999		—			—		999
Municipal securities	1 or less		5,000		(3	)		—		4,997
Corporate debt securities	1 or less		47,144		(51	)		14		47,107
Commercial paper	1 or less		137,339		(62	)		121		137,398
Total short-term investments		$	308,566	$	(150	)	$	162	$	308,578
Classified as non-current assets:
Corporate debt securities	Greater than 1	$	977	$	—		$	3	$	980
Total long-term investments		$	977	$	—		$	3	$	980

As of March 31, 2024 and December 31, 2023, the Company had $0.9 million and $0.9 million, respectively, of accrued interest on investments recorded in prepaid expenses and other assets on the unaudited condensed consolidated balance sheets.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (48,004)	$ (18,881)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Organization and Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 121,322	$ 41,870	$ 42,020
Restricted cash	15,177		15,227
Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statement of cash flows	$ 136,499	$ 57,047	$ 57,247	$ 76,560

Organization and Summary of Significant Accounting Policies (Details 2) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net Income (Loss)	$ (48,004)	$ (18,881)
Denominator:
Weighted-average common shares outstanding	100,447,435	97,797,377
Weighted-average pre-funded warrants	656,910	257,310
Weighted-average common shares used to compute basic net loss per share	101,104,345	98,054,687
Weighted-average common shares used to compute diluted net loss per share	101,104,345	98,054,687
Net loss per share, basic and diluted
Net loss per share, basic	$ (0.47)	$ (0.19)
Net loss per share, diluted	$ (0.47)	$ (0.19)

Fair Value Measurements (Details 1) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Change in fair value of stock price appreciation milestones	$ 1,394	$ (1,718)

Leases (Details)	3 Months Ended
Leases (Details)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Apr. 30, 2023 ft²
Lessee Lease Description [Line Items]
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
Future minimum payments under the operating leases	$ 159,295,000
Remaining weighted-average lease term	10 years 6 months
Operating lease liabilities, weighted-average discount rate	8.35%
Total short-term lease expense	$ 0	$ 0
Net Rentable Area \| ft²			18,913
Minimum
Lessee Lease Description [Line Items]
Future minimum payments under the operating leases	$ 159,300
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

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities
Net loss	$ (48,004)	$ (18,881)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,821	4,191
Stock-based compensation	10,981	10,983
Accretion and amortization of premiums and discounts on investments, net	(2,631)	(2,295)
Amortization of collaboration contract assets	0	7,196
Deferred revenue	(525)	(40,488)
Change in fair value of stock price appreciation milestones	1,394	(1,718)
Grant income from 2018 CIRM Award	0	(4,000)
Changes in operating assets and liabilities:
Accounts receivable	968	24,980
Prepaid expenses and other assets	4,565	11,901
Accounts payable and accrued expenses	(4,507)	(20,393)
Right-of-use assets and lease liabilities, net	(412)	(336)
Net cash used in operating activities	(33,350)	(28,860)
Investing activities
Purchases of property and equipment	(86)	(3,208)
Purchases of investments	(86,335)	(114,452)
Maturities of investments	103,735	127,000
Net cash provided by investing activities	17,314	9,340
Financing activities
Issuance of common stock from equity incentive plans, net of issuance costs	299	207
Proceeds from public offering of common stock, net of issuance costs	75,193	0
Proceeds from issuance of pre-funded warrants, net of issuance costs	19,996	0
Net cash provided by financing activities	95,488	207
Net change in cash, cash equivalents and restricted cash	79,452	(19,313)
Cash, cash equivalents and restricted cash at beginning of the period	57,047	76,560
Cash, cash equivalents and restricted cash at end of the period	136,499	57,247
Supplemental schedule of noncash investing and financing activities
Purchases of property and equipment in accounts payable	14	612
Accrued issuance costs included in additional paid-in-capital	$ 558	$ 0

Collaboration and License Agreements (Details 2) - Amended MSK License - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Determine the estimated fair value of the enterprise value milestone payments
Risk-free interest rate	4.30%	4.00%
Expected volatility	84.10%	84.00%
Estimated term (in years)	14 years 9 months 18 days	15 years
Closing stock price as of remeasurement date	$ 7.34	$ 3.74

Organization and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Public Equity Offering

Private Placement of Pre-Funded Warrants

Use of Estimates

Principles of Consolidation

Cash, Cash Equivalents and Restricted Cash


	Three Months Ended March 31,
	2024		2023
Cash and cash equivalents	$	121,322	$	42,020
Restricted cash		15,177		15,227
Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statement of cash flows	$	136,499	$	57,247

Unaudited Interim Financial Information

Collaborative Arrangements

Revenue Recognition

Leases

Stock-Based Compensation

Comprehensive Loss

Net Loss per Common Share

Net Loss Per Common Share

Basic and diluted net loss per share attributable to stockholders for the three months ended March 31, 2024 and 2023 are calculated as follows (in thousands, except share and per share data):


	Three Months Ended March 31,
	2024			2023
Numerator:
Net loss	$	(48,004	)	$	(18,881	)
Denominator:
Shares used to compute net loss per share, basic and diluted
Weighted-average common shares outstanding		100,447,435			97,797,377
Weighted-average pre-funded warrants		656,910			257,310
Weighted-average common shares outstanding used to compute basic and diluted net loss per share		101,104,345			98,054,687
Net loss per share, basic and diluted
Basic and diluted	$	(0.47	)	$	(0.19	)


	Three Months Ended March 31,
	2024		2023
Convertible preferred stock		13,805,540		13,972,745
Outstanding options to purchase common stock		13,308,902		11,874,180
Outstanding restricted stock units		3,468,958		3,970,765
Total		30,583,400		29,817,690

Convertible Preferred Stock and Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended				3 Months Ended
	Mar. 31, 2024	Apr. 30, 2023	Jan. 31, 2021	Nov. 30, 2016	Mar. 31, 2024	Dec. 31, 2023	May 02, 2017
Convertible preferred stock
Preferred stock, par value (in dollars per share)	$ 0.001				$ 0.001	$ 0.001
Employee And Non Employee Stock Option
Convertible preferred stock
Unrecognized compensation cost related to outstanding options	$ 36.5				$ 36.5
Expected recognition weighted average period of unrecognized compensation cost					2 years 2 months 12 days
Restricted Stock Units (RSUs)
Convertible preferred stock
Unrecognized compensation cost related to outstanding options	$ 38.4				$ 38.4
Expected recognition weighted average period of unrecognized compensation cost					2 years 1 month 6 days
Pre-Funded Warrants
Convertible preferred stock
Number of shares to be purchased	3,893,674		257,310		3,893,674
Purchase price of prefunded warrants	$ 5.499		$ 85.499
Exercise price of warrants	$ 0.001		$ 0.001		$ 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%				9.99%
Maximum percentage of common stock ownership after change upon notice	19.99%				19.99%
Common Stock
Convertible preferred stock
Share issue price (in dollars per share)	$ 5.5				$ 5.5
Public offering of common stock, net of issuance costs (in shares)					14,545,454
Conversion of preferred shares to common stock		167,205
Warrant [Member]
Convertible preferred stock
Number of shares to be purchased	3,636,364				3,636,364
Purchase price of prefunded warrants					$ 5.499
Exercise price of warrants	$ 0.001				$ 0.001
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 \| Maximum
Convertible preferred stock
Number of shares to be issued upon conversion							14,097,745
Non-Voting Class A Preferred Stock \| Maximum \| Redmile Group, LLC and Affiliates
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%
Convertible Preferred Stock
Convertible preferred stock
Preferred stock, issued shares	2,761,108				2,761,108	2,761,108
Percentage of common stock ownership upon preferred stock conversion		14.99%
Conversion of preferred shares to common stock		33,441
Convertible Preferred Stock \| Redmile Group, LLC and Affiliates
Convertible preferred stock
Percentage of common stock ownership upon preferred stock conversion				19.99%
November 2016 Placement \| Common Stock
Convertible preferred stock
Share issue price (in dollars per share)				$ 2.66
Public offering of common stock, net of issuance costs (in shares)				7,236,837
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)				$ 13.3
Number of shares to be issued upon conversion				5
Preferred stock, par value (in dollars per share)				$ 0.001
Conversion price				$ 2.66

California Institute for Regenerative Medicine Award

3 Months Ended

Mar. 31, 2024

Award From California Institute For Regenerative Medicine Abstract

California Institute for Regenerative Medicine Award

3. California Institute for Regenerative Medicine Awards

On April 5, 2018, the Company executed an award agreement with the California Institute for Regenerative Medicine (CIRM) pursuant to which CIRM awarded the Company $4.0 million to advance the Company’s FT516 product candidate into a first-in-human clinical trial for the treatment of subjects with advanced solid tumors, including in combination with monoclonal antibody therapy (the 2018 CIRM Award). The 2018 CIRM Award is subject to certain co-funding requirements by the Company, and the Company is required to provide CIRM progress and financial update reports under the 2018 CIRM Award.

Pursuant to the terms of the 2018 CIRM Award, the Company, in its sole discretion, has the option to treat the 2018 CIRM Award either as a loan or as a grant. During the first quarter of 2023, the Company elected to treat the 2018 CIRM Award as a grant and derecognized the liability associated with the 2018 CIRM Award and recorded such amount in other income during the three months ended March 31, 2023.

On February 22, 2024, the Company received approval from CIRM for funding of a $7.9 million grant (the 2024 CIRM Award) to support the conduct of the Company’s Phase 1 study of FT819 in patients with systemic lupus erythematosus (SLE). The Company finalized and executed the Award agreement in April 2024. Pursuant to the terms of the 2024 CIRM Award and certain co-funding requirements, the Company will receive five disbursements in varying amounts, with one disbursement receivable upon the execution

of the 2024 CIRM Award, and four disbursements receivable based on the completion of certain development milestones throughout the project period of the Award, which is estimated to be from April 1, 2024 to March 31, 2028 (the Project Period). The Company is required to provide CIRM progress and financial update reports throughout the Project Period.

Organization and Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2024	Mar. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Gross proceeds from the public offering	$ 80,000	$ 75,193	$ 0
Net proceeds from issuance of shares after related cash costs		74,700
Costs related to equity offering		5,300
Net loss		$ (48,004)	$ (18,881)
Anti-dilutive securities (in shares)		30,583,400	29,817,690
Letters of credit outstanding amount	$ 15,200	$ 15,200	$ 15,200
Pre-funded warrants		3,893,674
Operating Expenses		$ 52,993	$ 87,572
Restricted Stock Units (RSUs)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Anti-dilutive securities (in shares)		3,468,958	3,970,765
Class A Convertible Preferred Stock
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Anti-dilutive securities (in shares)		13,805,540	13,972,745
Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Short-term leases term excluded from calculation of ROU and lease liabilities		12 months
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Issuance of common stock in conjunction with public offering (in shares)		14,545,454
Share issue price (in dollars per share)	$ 5.5	$ 5.5
Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares to be purchased	3,636,364	3,636,364
Purchase price of prefunded warrants		$ 5.499
Exercise price of warrants	$ 0.001	$ 0.001
Net proceeds from issuance of shares after related cash costs		$ 20,000

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	May 02, 2024
Cover [Abstract]
Entity Registrant Name	FATE THERAPEUTICS, INC.
Entity Central Index Key	0001434316
Document Type	10-Q
Document Period End Date	Mar. 31, 2024
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Trading Symbol	FATE
Entity Common Stock, Shares Outstanding		113,831,969
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity File Number	001-36076
Entity Tax Identification Number	65-1311552
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
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Document Quarterly Report	true
Document Transition Report	false

Subsequent Events (Details) $ in Millions	May 01, 2024 USD ($)
Subsequent Event [Member]
Subsequent Event [Line Items]
Milestone payments	$ 5.0

Convertible Preferred Stock and Stockholders' Equity (Details 5) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class Of Stock [Line Items]
Beginning Balance	$ 368,417	$ 483,939
Exercise of stock options, net of issuance costs	299	222
Issuance of common stock upon vesting of restricted stock units		1
Stock-based compensation	10,981	10,983
Public offering of common stock, net of issuance costs	74,635
Private placement of pre-funded warrants, net of issuance costs	19,996
Unrealized gain loss on investments	(209)	1,208
Net loss	48,004	18,881
Ending Balance	426,115	477,472
Preferred Stock \| Convertible Preferred Stock
Class Of Stock [Line Items]
Beginning Balance	$ 3	$ 3
Beginning Balance (in shares)	2,761,108	2,794,549
Ending Balance	$ 3	$ 3
Ending Balance (in shares)	2,761,108	2,794,549
Common Stock
Class Of Stock [Line Items]
Beginning Balance	$ 99	$ 97
Beginning Balance (in shares)	98,627,076	97,294,917
Exercise of stock options, net of issuance costs (in shares)	45,438	68,847
Issuance of common stock upon vesting of restricted stock units		$ 1
Issuance of common stock upon vesting of restricted stock units (in shares)	580,974	827,251
Public offering of common stock, net of issuance costs	$ 15
Public offering of common stock, net of issuance costs (in shares)	14,545,454
Ending Balance	$ 114	$ 98
Ending Balance (in shares)	113,798,942	98,191,015
Additional Paid In Capital
Class Of Stock [Line Items]
Beginning Balance	$ 1,580,032	$ 1,536,497
Exercise of stock options, net of issuance costs	299	222
Stock-based compensation	10,981	10,983
Public offering of common stock, net of issuance costs	74,620
Private placement of pre-funded warrants, net of issuance costs	19,996
Ending Balance	1,685,928	1,547,702
Accumulated Other Comprehensive Gain (Loss)
Class Of Stock [Line Items]
Beginning Balance	15	(1,854)
Unrealized gain loss on investments	(209)	1,208
Ending Balance	(194)	(646)
Accumulated Deficit
Class Of Stock [Line Items]
Beginning Balance	(1,211,732)	(1,050,804)
Net loss	48,004	18,881
Ending Balance	$ (1,259,736)	$ (1,069,685)

Convertible Preferred Stock and Stockholders' Equity (Details 2) - Restricted Stock Units (RSUs)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Number of Restricted Stock Units
Balance at the beginning of the period \| shares	3,065,087
Granted \| shares	1,076,100
Vested \| shares	(580,974)
Cancelled \| shares	(91,255)
Balance at the end of the period \| shares	3,468,958
Weighted-Average Grant Date Fair Value per Share
Balance at the beginning of the period \| $ / shares	$ 37.96
Granted \| $ / shares	6.76
Vested \| $ / shares	31.49
Cancelled \| $ / shares	27.87
Balance at the end of the period \| $ / shares	$ 29.63

Fair Value Measurements (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Financial assets:
Total financial assets measured at fair value on a recurring basis	$ 378,610	$ 309,558
Financial liabilities:
Total financial liabilities measured at fair value on a recurring basis	2,740	1,346
Stock price appreciation milestones
Financial liabilities:
Stock price appreciation milestones	2,740	1,346
Money market funds
Financial assets:
Money market funds	101,163	35,273
U.S. Treasury debt securities
Financial assets:
Investment	47,763	82,804
Non-U.S. government securities
Financial assets:
Investment		999
Municipal securities
Financial assets:
Investment	3,211	4,997
Corporate debt securities
Financial assets:
Investment	92,979	48,087
Commercial paper
Financial assets:
Investment	133,494	137,398
Quoted prices in Active Market for Identical Assets (Level 1)
Financial assets:
Total financial assets measured at fair value on a recurring basis	148,926	118,077
Quoted prices in Active Market for Identical Assets (Level 1) \| Money market funds
Financial assets:
Money market funds	101,163	35,273
Quoted prices in Active Market for Identical Assets (Level 1) \| U.S. Treasury debt securities
Financial assets:
Investment	47,763	82,804
Significant Other Observable Inputs (Level 2)
Financial assets:
Total financial assets measured at fair value on a recurring basis	229,684	191,481
Significant Other Observable Inputs (Level 2) \| Non-U.S. government securities
Financial assets:
Investment		999
Significant Other Observable Inputs (Level 2) \| Municipal securities
Financial assets:
Investment	3,211	4,997
Significant Other Observable Inputs (Level 2) \| Corporate debt securities
Financial assets:
Investment	92,979	48,087
Significant Other Observable Inputs (Level 2) \| Commercial paper
Financial assets:
Investment	133,494	137,398
Significant Unobservable Inputs (Level 3)
Financial liabilities:
Total financial liabilities measured at fair value on a recurring basis	2,740	1,346
Significant Unobservable Inputs (Level 3) \| Stock price appreciation milestones
Financial liabilities:
Stock price appreciation milestones	$ 2,740	$ 1,346

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 121,322	$ 41,870
Accounts receivable	858	1,826
Short-term investments	262,222	273,305
Prepaid expenses and other current assets	9,973	14,539
Total current assets	394,375	331,540
Long-term investments	7,595	980
Property and equipment, net	92,116	96,836
Operating lease right-of-use assets	60,620	61,675
Restricted cash	15,177	15,177
Other assets	9	9
Total assets	569,892	506,217
Current liabilities:
Accounts payable	6,765	4,719
Accrued expenses	32,043	27,514
Deferred revenue	159	685
Operating lease liabilities, current portion	6,402	6,176
Total current liabilities	45,369	39,094
Operating lease liabilities, net of current portion	95,668	97,360
Stock price appreciation milestones	2,740	1,346
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; authorized shares - 5,000,000 at March 31, 2024 and December 31, 2023; Class A Convertible Preferred shares issued and outstanding - 2,761,108 at March 31, 2024 and December 31, 2023	3	3
Common stock, $0.001 par value; authorized shares - 250,000,000 at March 31, 2024 and December 31, 2023; issued and outstanding - 113,798,942 at March 31, 2024 and 98,627,076 at December 31, 2023	114	99
Additional paid-in capital	1,685,928	1,580,032
Accumulated other comprehensive income (loss)	(194)	15
Accumulated deficit	(1,259,736)	(1,211,732)
Total stockholders’ equity	426,115	368,417
Total liabilities and stockholders’ equity	$ 569,892	$ 506,217