0001718108-22-000015 | 10-Q | XBRL Viewer

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Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2022	May 05, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-38459
Entity Registrant Name	SURFACE ONCOLOGY, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-5543980
Entity Address, Address Line One	50 Hampshire Street
Entity Address, Address Line Two	8th Floor
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02139
City Area Code	617
Local Phone Number	714-4096
Title of 12(b) Security	Common stock, $0.0001
Trading Symbol	SURF
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		54,609,673
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001718108
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 65,657	$ 56,045
Marketable securities	84,736	98,104
Unbilled receivable	30,000	0
Prepaid expenses and other current assets	3,892	3,197
Total current assets	184,285	157,346
Property and equipment, net	5,384	5,651
Operating lease right-of-use asset	26,011	25,870
Restricted cash	1,595	1,595
Other assets	405	385
Total assets	217,680	190,847
Current liabilities:
Accounts payable	2,625	1,550
Accrued expenses and other current liabilities	10,530	13,089
Operating lease liability	5,693	5,384
Convertible note payable	713	0
Total current liabilities	19,561	20,023
Operating lease liability, non-current	26,684	26,909
Convertible note payable, non-current	24,448	25,015
Total liabilities	70,693	71,947
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value per share; 5,000,000 shares authorized at March 31, 2022 and December 31, 2021; no shares issued and outstanding at March 31, 2022 and December 31, 2021	0	0
Common stock, $0.0001 par value; 150,000,000 shares authorized at March 31, 2022 and December 31, 2021, respectively; 54,347,564 and 45,958,776 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	6	5
Additional paid-in capital	282,436	259,859
Accumulated other comprehensive loss	(911)	(221)
Accumulated deficit	(134,544)	(140,743)
Total stockholders’ equity	146,987	118,900
Total liabilities and stockholders’ equity	$ 217,680	$ 190,847

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	5,000,000	5,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	150,000,000	150,000,000
Common stock, issued (in shares)	54,347,564	45,958,776
Common stock, outstanding (in shares)	54,347,564	45,958,776

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
License-related revenue	$ 30,000	$ 1,626
Operating expenses:
Research and development	16,624	10,544
General and administrative	6,540	5,641
Total operating expenses	23,164	16,185
Income (loss) from operations	6,836	(14,559)
Interest expense	(682)	(1,024)
Other income (expense), net	45	22
Net income (loss)	$ 6,199	$ (15,561)
Net loss per share attributable to common stockholders— basic (in dollars per share)	$ 0.13	$ (0.37)
Weighted average common shares outstanding— basic (in shares)	48,606,055	41,619,362
Net loss per share attributable to common stockholders— diluted (in dollars per share)	$ 0.13	$ (0.37)
Weighted average common shares outstanding— diluted (in shares)	49,816,784	41,619,362
Comprehensive income (loss):
Net income (loss)	$ 6,199	$ (15,561)
Other comprehensive income (loss):
Unrealized loss on marketable securities, net of tax of 0	(690)	(1)
Comprehensive income (loss)	$ 5,509	$ (15,562)

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Marketable securities tax	$ 0	$ 0

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020		40,707,047
Beginning balance at Dec. 31, 2020	$ 155,747	$ 4	$ 218,001	$ 0	$ (62,258)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		55,761
Issuance of common stock upon exercise of stock options	148		148
Issuance of common stock under stock purchase plan (in shares)		19,377
Issuance of common stock under stock purchase plan	118		118
Issuance of common stock upon public offering, net of issuance costs (in shares)		1,677,118
Issuance of common stock upon public offering, net of issuance costs	14,716	$ 1	14,715
Issuance of common stock upon conversion of convertible note payable (in shares)		961,538
Issuance of common stock upon conversion of convertible note payable	1,500		1,500
Stock-based compensation expense	2,380		2,380
Unrealized gain (loss) on marketable securities	(1)			(1)
Net income (loss)	(15,561)				(15,561)
Ending balance (in shares) at Mar. 31, 2021		43,420,841
Ending balance at Mar. 31, 2021	$ 159,047	$ 5	236,862	(1)	(77,819)
Beginning balance (in shares) at Dec. 31, 2021	45,958,776	46,958,776
Beginning balance at Dec. 31, 2021	$ 118,900	$ 5	259,859	(221)	(140,743)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)		208
Issuance of common stock upon exercise of stock options	0		0
Issuance of common stock under stock purchase plan (in shares)		51,329
Issuance of common stock under stock purchase plan	157		157
Issuance of common stock upon public offering, net of issuance costs (in shares)		7,337,251
Issuance of common stock upon public offering, net of issuance costs	20,556	$ 1	20,555
Stock-based compensation expense	1,865		1,865
Unrealized gain (loss) on marketable securities	(690)			(690)
Net income (loss)	$ 6,199				6,199
Ending balance (in shares) at Mar. 31, 2022	54,347,564	54,347,564
Ending balance at Mar. 31, 2022	$ 146,987	$ 6	$ 282,436	$ (911)	$ (134,544)

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ 6,199	$ (15,561)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization expense	345	406
Stock-based compensation expense	1,865	2,380
Non-cash interest expense related to note payable	146	708
Net amortization of premiums and discounts on marketable securities	178	142
Non-cash operating lease cost	614	502
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(695)	(2,661)
Unbilled receivable	(30,000)	0
Other assets	(20)	21
Accounts payable	1,074	642
Accrued expenses and other current liabilities	(2,601)	(5,010)
Operating lease liability	(671)	(532)
Net cash used in operating activities	(23,566)	(18,963)
Cash flows from investing activities:
Purchases of property and equipment	(35)	0
Purchases of marketable securities	0	(70,634)
Proceeds from sales or maturities of marketable securities	12,500	0
Net cash provided by (used in) investing activities	12,465	(70,634)
Cash flows from financing activities:
Proceeds from issuance of common stock upon public offering, net	20,556	14,716
Proceeds from employee stock purchases	157	118
Proceeds from exercise of stock options	0	148
Net cash provided by financing activities	20,713	14,982
Net increase (decrease) in cash and cash equivalents and restricted cash	9,612	(74,615)
Cash and cash equivalents and restricted cash at beginning of period	57,640	176,736
Cash and cash equivalents and restricted cash at end of period	67,252	102,121
Supplemental disclosure of cash flow information:
Cash paid for interest	531	327
Supplemental disclosure of non-cash investing and financing activities:
Additional right-of-use asset and related lease liability	755	0
Purchases of property and equipment included in accounts payable and accrued expenses	43	0
Conversion of note payable into shares of common stock	$ 0	$ 1,500

Nature of the Business	3 Months Ended
Nature of the Business	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of the Business	Nature of the Business Surface Oncology, Inc. (the “Company” or “Surface”) is a clinical-stage immuno-oncology company focused on using its specialized knowledge of the biological pathways critical to the immunosuppressive tumor microenvironment (“TME”) for the development of next-generation cancer therapies. Surface was incorporated in April 2014 under the laws of the State of Delaware. The Company is subject to risks common to early-stage companies in the biotechnology industry including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the ability to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance-reporting capabilities. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. On May 22, 2020, the Company entered into a Capital on Demand™ Sales Agreement (the “2020 Sales Agreement”) with JonesTrading Institutional Services LLC (“JonesTrading") to issue and sell shares of the Company’s common stock of up to $50,000 in gross proceeds, from time to time during the term of the 2020 Sales Agreement, through an “at-the-market” equity offering program under which JonesTrading acted as the Company’s agent and/or principal (the “2020 ATM Facility”). The 2020 ATM Facility provided that JonesTrading was entitled to compensation for its services in an amount of up to 3.0% of the gross proceeds of any shares sold under the 2020 ATM Facility. The Company had no obligation to sell any shares under the 2020 ATM Facility and had the right, at any time, to suspend solicitation and offers under the 2020 Sales Agreement. In the three months ended March 31, 2021, the Company sold 1,677,118 shares of common stock, at-the-market under the 2020 Sales Agreement, resulting in net proceeds of approximately $14,716. From May 22, 2020 to August 5, 2021, the Company sold 2,303,545 shares of common stock at-the-market under the 2020 ATM Facility for net proceeds of $19,479. On August 5, 2021, the Company closed the 2020 ATM Facility. On August 5, 2021, the Company entered into an amendment to the 2020 Sales Agreement (as amended, the “Amended Sales Agreement”) with JonesTrading, which amended the 2020 Sales Agreement to allow the issuance and sale of up to $80,000 in gross proceeds, from time to time during the term of the Amended Sales Agreement, through an “at-the-market” equity offering program under which JonesTrading will act as the Company’s sales agent ("the 2021 ATM Facility"). The 2021 ATM Facility provides that JonesTrading will continue to be entitled to compensation for its services in an amount of up to 3.0% of the gross proceeds of any shares sold under the 2021 ATM Facility. The Company has no obligation to sell any shares under the Amended Sales Agreement and may, at any time, suspend solicitation and offers under the 2021 ATM Facility. In the three months ended March 31, 2022, the Company sold 7,337,251 shares of common stock, at-the-market under the Amended Sales Agreement, resulting in net proceeds of approximately $20,556. Since August 5, 2021, the Company has sold 8,770,878 shares of common stock at-the-market under the 2021 ATM Facility for net proceeds of $30,602. The Company’s financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has primarily funded its operations with proceeds from private and public sales of its securities, proceeds from a collaboration agreement with Novartis Institutes for Biomedical Research, Inc. (“Novartis”), proceeds from a license agreement with GlaxoSmithKline Intellectual Property (No. 4) Limited (“GSK”) and issuance of a term loan with K2 Health Ventures LLC (“K2HV”). The Company has a history of incurring losses and negative cash flows from operations. As of March 31, 2022, the Company had an accumulated deficit of $134,544. The Company expects that its operating losses and negative cash flows will continue for the foreseeable future. As of May 9, 2022, the issuance date of this Quarterly Report on Form 10-Q, the Company expects that its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses, debt service obligations and capital expenditure requirements for at least the next 12 months. The future viability of the Company beyond that date is dependent on its ability to raise additional capital to finance its operations. The Company will seek additional funding through public financings, debt financings, collaboration agreements, strategic alliances and licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, the Company could be required to delay, reduce, or eliminate research and development programs, product portfolio expansion, or future commercialization efforts, which could adversely affect its business prospects. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. The ongoing global outbreak of the novel coronavirus disease and its variants (collectively, “COVID-19”) has resulted in significant governmental measures being implemented to control the spread of the virus and while the Company cannot predict their scope or the severity of the outbreak, these developments and measures could materially and adversely affect the Company's business, the Company's results of operations and financial condition. The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business and has taken steps to minimize its impact on the Company's business. Although COVID-19 has not had a material adverse impact on the Company's operations and its clinical and preclinical programs, the extent to which COVID-19 ultimately impacts the Company's business, results of operations or financial condition will depend on future developments which are highly uncertain and cannot be predicted with confidence, such as the duration of the outbreak, new information that may emerge concerning the severity of COVID-19 or the effectiveness of actions taken to contain the pandemic or mitigate its impact, among others. Certain of the Company's third-party service providers have experienced shutdowns or other business disruptions. As a result, the Company's ability to conduct its business in the manner and on the timelines presently planned could be materially or negatively affected, which could have a material adverse impact on the Company's business, results of operations and financial condition.

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiary, Surface Securities Corporation, a Massachusetts corporation, after elimination of all intercompany accounts and transactions. The accounting policies followed in the preparation of the interim condensed consolidated financial statements are consistent in all material respects with those presented in Note 2 to the financial statements included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2022. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition and the accrual of research and development expenses. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from the Company’s estimates. Unaudited Interim Financial Information The accompanying condensed consolidated financial statements are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2022 and the results of its operations and its cash flows for the three months ended March 31, 2022 and 2021. The financial data and other information disclosed in these notes related to the three months ended March 31, 2022 and 2021 are also unaudited. The condensed balance sheet at December 31, 2021, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year period. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes may result in earlier recognition of credit losses. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which narrowed the scope and changed the effective date for non-public entities for ASU 2016-13. The FASB subsequently issued supplemental guidance within ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief ("ASU 2019-05"). ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. This standard will be effective for the Company on January 1, 2023. The Company is currently evaluating the potential impact that this standard may have on its condensed consolidated financial statements and related disclosures. Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

Marketable Securities

3 Months Ended

Mar. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

As of March 31, 2022, the fair value of available-for-sale marketable debt securities by type of security was as follows:


	March 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Marketable debt securities:
U.S. Treasury notes	$	69,891	$	—	(760)		$	69,131
U.S. government agency bonds	15,756		—		(151)		15,605
	$	85,647	$	—	$	(911)	$	84,736

The amortized cost and fair value of the Company’s available-for-sale debt securities by contractual maturity are summarized as follows:


	March 31, 2022
	Amortized Cost		Fair Value
Maturing in one year or less	$	47,850	$	47,674
Maturing after one year	37,797		37,062
	$	85,647	$	84,736

As of December 31, 2021, the fair value of available-for-sale marketable debt securities by type of security was as follows:


	December 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Marketable debt securities:
U.S. Treasury notes	$	77,550	$	—	(188)		$	77,362
U.S. government agency bonds	20,775		—		(33)		20,742
	$	98,325	$	—	$	(221)	$	98,104

The amortized cost and fair value of the Company’s available-for-sale debt securities by contractual maturity are summarized as follows:


	December 31, 2021
	Amortized Cost		Fair Value
Maturing in one year or less	$	60,462	$	60,406
Maturing after one year	37,863		37,698
	$	98,325	$	98,104

The Company determined that there was no material change in the credit risk of these investments. As a result, the Company determined it did not hold any investments with an other-than-temporary decline in fair value as of March 31, 2022 and December 31, 2021.

Fair Value of Financial Assets

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets

The following tables present information about the Company’s financial assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values:


	Fair Value Measurements as of March 31, 2022 using:
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	52,704	$	—	$	—	$	52,704
Marketable securities:
U.S. Treasury notes	—		69,131		—		69,131
U.S. government agency bonds	—		15,605		—		15,605
	$	52,704	$	84,736	$	—	$	137,440


	Fair Value Measurements as of December 31, 2021 using:
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	20,309	$	—	$	—	$	20,309
Marketable securities:
U.S. Treasury notes	$	—	$	77,362	$	—	$	77,362
U.S. Government agency bonds	$	—	$	20,742	$	—	$	20,742
	$	20,309	$	98,104	$	—	$	118,413

As of March 31, 2022 and December 31, 2021, the Company’s cash equivalents were invested in money market funds, U.S. Treasury notes and U.S. government agency bonds and were valued based on Level 1 and Level 2 inputs. During the three months ended March 31, 2022 and 2021, there were no transfers between Level 1, Level 2 and Level 3.

- 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

Collaboration and License Agreements

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Collaboration and License Agreements

Novartis Agreement

In January 2016, the Company entered into a collaboration agreement with Novartis, which was subsequently amended in May 2016, July 2017, September 2017, and October 2018 (as amended, the “Novartis Agreement”). Pursuant to the Novartis Agreement, the Company granted Novartis a worldwide exclusive license to research, develop, manufacture and commercialize antibodies that target cluster of differentiation 73 (“CD73”). In addition, the Company initially granted Novartis the right to purchase exclusive option rights (each an “Option”) for up to four specified targets (each an “Option Target”) including certain development, manufacturing, and commercialization rights. Novartis initially had the right to exercise up to three purchased Options. Under the Novartis Agreement, therefore, Novartis had the ability to exclusively license the development and manufacturing rights for up to four targets (inclusive of CD73). In January 2020, Novartis did not purchase and exercise its single remaining Option under the Novartis Agreement and, as a result, the option purchase period expired. Therefore, there are no Options remaining eligible for purchase, and potential exercise, and the Company’s performance obligations under the Novartis Agreement have ended. Under the Novartis Agreement, the Company is currently entitled to potential development milestones of $325,000 and sales milestones of $200,000, as well as tiered royalties on annual net sales by Novartis ranging from high single-digit to mid-teens percentages upon the successful commercialization of NZV930 (formerly SRF373). Due to the uncertainty of pharmaceutical development and the historical failure rates generally associated with drug development, the Company may not receive any milestone payments or any royalty payments under the Novartis Agreement.

Termination

Unless terminated earlier, the Novartis Agreement will continue in effect until neither the Company nor Novartis is researching, developing, manufacturing or commercializing NZV930. Novartis may terminate the Novartis Agreement for any reason upon prior notice to the Company within a specified time period. Either party may terminate the Novartis Agreement in full if an undisputed material breach is not cured within a certain period of time or upon notice of insolvency of the other party. To the extent Novartis terminates for convenience, or the Company terminates for Novartis’ material breach, Novartis will grant the Company, on mutually agreeable financial terms, an exclusive, worldwide, irrevocable, perpetual and royalty-bearing license with respect to intellectual property controlled by Novartis that is reasonably necessary to research, develop, manufacture or commercialize NZV930.

Revenue Recognition – Collaboration Revenue – Related Party

In determining the appropriate amount of revenue to be recognized under ASC 606, the Company performed the following steps: (i) identified the promised goods or services in the contract; (ii) determined whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

Under ASC 606, the Company recognized revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Under this method, revenue will be recorded as a percentage of the estimated transaction price based on the extent of progress towards completion. Under ASC 606, the estimated transaction price will include variable consideration. The Company does not include variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will occur when any uncertainty associated with the variable consideration is resolved. The estimate of the Company’s measure of progress and estimate of variable consideration to be included in the transaction price will be updated at each reporting date as a change in estimate. The amount related to the unsatisfied portion will be recognized as that portion is satisfied over time.

Under ASC 606 the Company accounted for (i) the license it conveyed with respect to CD73; and (ii) its obligations to perform research on CD73 and other specified targets as a single performance obligation under the Novartis Agreement. Novartis’ right to purchase exclusive options to obtain certain development, manufacturing and commercialization rights would have been accounted for separately as they did not represent material rights, based on the criteria of ASC 606. Upon the exercise of any purchased option by Novartis, the contract promises associated with an Option Target would have used a separate cost-to-cost model for purposes of revenue recognition under ASC 606.

The Company did not recognize any revenue relating to the Novartis Agreement during the three months ended March 31, 2022 and 2021 as it does not have any remaining performance obligations under the agreement.

GSK Agreement

In December 2020, the Company entered into a license agreement with GSK, which was subsequently amended in August 2021 (as amended, the “GSK Agreement”). Pursuant to the GSK Agreement, the Company granted GSK a worldwide exclusive, sublicensable license to develop, manufacture and commercialize antibodies that target the antibody GSK4381562 (formerly SRF813), targeting CD112R, also known as PVRIG (the “Licensed Antibodies”). GSK will be responsible for the development, manufacturing and commercialization of the Licensed Antibodies and a joint development committee was formed to facilitate information sharing between the Company and GSK. Under the terms of the GSK Agreement, GSK is obligated to use commercially reasonable efforts to develop and commercialize the Licensed Antibodies. Pursuant to the August 2021 amendment to the GSK Agreement, the Company provided additional transition and supply services related to the development and manufacturing of the Licensed Antibodies.

Development, Manufacturing and Commercialization of Licensed Antibodies

GSK has the sole right to develop, manufacture and commercialize the Licensed Antibodies and corresponding licensed products worldwide. GSK is obligated to use commercially reasonable efforts to develop the Licensed Antibodies and corresponding licensed products. GSK is responsible for all costs and expenses of such development, manufacturing and commercialization and is obligated to provide the Company with updates on its development, manufacturing and commercialization activities through the joint development committee.

Exclusivity

During the term of the GSK Agreement, neither the Company, nor any affiliates, will research, develop, manufacture, or commercialize any alternative product.

Financial Terms

Under the terms of the GSK Agreement, GSK made a one-time upfront payment of $85,000 and is required to make additional payments to the Company for supply services and transition services of $4,314 and $950, respectively. The Company is eligible to receive up to $90,000 in clinical and $155,000 in regulatory milestones. In addition, the Company may receive up to $485,000 in sales milestone payments. The Company is also eligible to receive royalties on global net sales of any approved products based on the licensed antibodies, ranging in percentages from high single digits to mid-teens. Due to the uncertainty of pharmaceutical development and the historical failure rates generally associated with drug development, the Company may not receive any milestone payments or any royalty payments under the GSK Agreement.

Termination

Unless terminated earlier, the GSK Agreement expires on a licensed product-by-licensed product and country-by-country basis on the later of ten years from the date of first commercial sale or when there is no longer a valid patent claim or regulatory exclusivity covering such licensed product in such country. Either party may terminate the GSK Agreement for an uncured material breach by the other party or upon the bankruptcy or insolvency of the other party. GSK may terminate the GSK Agreement for its convenience. The Company may terminate the GSK Agreement if GSK institutes certain actions related to the licensed patents or if GSK ceases development activities, other than for certain specified technical or safety reasons. In the event of termination, the Company would regain worldwide rights to the terminated program.

Revenue Recognition – License-Related Revenue

In determining the appropriate amount of revenue to be recognized under ASC 606, the Company performed the following steps: (i) identified the promised goods or services in the contract; (ii) determined whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company assessed the GSK Agreement in accordance with ASC 606 and concluded that GSK is a customer. The Company identified the following promises under the contract: (i) a worldwide exclusive, sublicensable license to develop, manufacture and commercialize the Licensed Antibodies; (ii) supplying Licensed Antibodies until an IND is accepted by a regulatory authority (iii) transition services until an IND is accepted by a regulatory authority; and (iv) participation on the joint development and joint patent committees. The Company assessed the above promises and determined that the worldwide exclusive, sublicensable license to develop, manufacture and commercialize the Licensed Antibodies is considered functional intellectual property and distinct from other promises under the contract. This functional license is distinct in the context of the GSK Agreement as GSK can benefit from the license on its own or together with other readily available resources. In addition, the supply and transition services are not complex or specialized, could be performed by another qualified third party, are not expected to significantly modify or customize the license to GSK4381562 (formerly SRF813), and are expected to be performed only for a short period of time. The Company determined that the impact of participation on the joint development and joint patent committees was insignificant and had an immaterial impact on the accounting model. Based on these assessments, the Company identified three distinct performance obligations at the outset of the GSK Agreement.

The Company determined the transaction price of the GSK Agreement, under ASC 606, to be $90,264, consisting of the upfront payment of $85,000 plus $4,314 for supply of the Licensed Antibodies and $950 for the transition services. The Company evaluated how much variable consideration related to clinical and regulatory milestones to include in the transaction price using the most likely amount approach and concluded that no amount should be included in the transaction price due to the high degree of uncertainty and risk associated with these potential payments. The Company also determined that royalties and sales milestones relate solely to the licenses of intellectual property and are therefore excluded from the transaction price under the sales- or usage-based royalty exception of ASC 606. Revenue related to these royalties and sales milestones will only be recognized when the associated sales occur, and relevant thresholds are met.

As noted above, the Company identified three performance obligations in the GSK Agreement: (i) the delivery of the worldwide exclusive, sublicensable license to develop, manufacture and commercialize the Licensed Antibodies; (ii) supply of Licensed Antibodies until an IND is accepted by a regulatory authority; and (iii) transition services until an IND is accepted by a regulatory authority. The selling price of each performance obligation in the GSK Agreement was determined based on the Company’s standalone selling price with the objective of determining the price at which it would sell such an item if it were to be sold regularly on a standalone basis. The Company recognized revenue for the license performance obligation at a point in time, that is upon transfer of the license to GSK. As control of the license was transferred on the effective date of December 16, 2020 and GSK could begin to use and benefit from the license, the Company recognized $85,000 of license-related revenue during the year ended December 31, 2020 under the GSK Agreement. The Company recognized the costs allocated to supply services and transition services over time. The Company transferred control of these services over time and GSK received and consumed the benefit over time as the Company performed the services. The Company re-evaluated the transaction price at the end of each reporting period and as uncertain events were resolved, or other changes in circumstances occurred, adjusted its estimate of the transaction price as necessary.

In November 2021, GSK notified the Company it received clearance from the FDA for GSK4381562 to proceed into a first-in-human clinical trial and as a result the Company's performance obligations under the GSK Agreement ended. No amount of the transaction price allocated to the performance obligations was unsatisfied as of November 2021.

In March 2022, GSK notified the Company it had dosed the first patient in its in Phase 1 study of GSK4381562 in patients with solid tumors. As a result of this Phase 1 study initiation, the first clinical milestone under the GSK Agreement was achieved. The Company concluded the variable consideration associated with this milestone was no longer constrained and recognized $30,000 in license-related revenue for the three months ended March 31, 2022, as it had no further performance obligations associated with the milestone.

During the three months ended March 31, 2022, the Company did not recognize any license-related revenue related to the transition services or supply services, as the Company's performance obligations under the GSK Agreement had ended. During the three months ended March 31, 2021, the Company recognized $362 of license-related revenue related to the transition services and recognized $1,264 of license-related revenue related to the supply services, which represents the costs incurred for the manufacturing and transition services that were performed.

For the three months ended March 31, 2022 and 2021, the Company recognized the following totals of license-related revenue:


	Three months ended March 31,
	2022		2021
License-related revenue	$	30,000	$	1,626

Stockholders’ Equity	3 Months Ended
Stockholders’ Equity	Mar. 31, 2022
Equity [Abstract]
Stockholders’ Equity	Stockholders’ Equity Common Stock As of March 31, 2022 and December 31, 2021, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 150,000,000 shares, of $0.0001 par value common stock. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any, subject to the preferential dividend rights of any outstanding preferred stock. No dividends have been declared or paid by the Company through March 31, 2022. As of March 31, 2022 and December 31, 2021, the Company had reserved 28,716,814 and 32,934,776 shares, respectively, of common stock for the exercise of outstanding stock options, shares to be issued under the 2021 ATM Facility, shares to be issued upon the conversion of the Loan Amendment (as defined in Note 8 below), shares to be issued upon the vesting of restricted stock units and the number of shares remaining available for future grant under the Company’s 2018 Stock Option and Incentive Plan, 2021 Inducement Plan and 2018 Employee Stock Purchase Plan. In May 2020, the Company entered into the 2020 Sales Agreement with JonesTrading to issue and sell up to $50,000 in shares of the Company's common stock, from time to time. In the three months ended March 31, 2021, the Company sold 1,677,118 shares of common stock at-the-market under the 2020 Sales Agreement, resulting in net proceeds of approximately $14,716. From May 22, 2020 to August 5, 2021, the Company sold 2,303,545 shares of common stock at-the-market under the 2020 ATM Facility for net proceeds of $19,479. On August 5, 2021, the Company closed the 2020 ATM Facility. In August 2021, the Company entered into the Amended Sales Agreement with JonesTrading, which amended the 2020 Sales Agreement to allow the issuance and sale of up to $80,000 in shares of the Company's common stock, from time to time. In the three months ended March 31, 2022, the Company sold 7,337,251 shares of common stock, at-the-market under the Amended Sales Agreement, resulting in net proceeds of approximately $20,556. Since August 5, 2021, the Company has sold 8,770,878 shares of common stock at-the-market under the 2021 ATM Facility for net proceeds of $30,602

- Definition

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

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+ Details

Stock-Based Awards

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Stock-Based Awards

2014 Stock Incentive Plan

The Company’s 2014 Stock Incentive Plan (the “2014 Plan”) provides for the Company to grant incentive stock options or nonqualified stock options, restricted stock awards, unrestricted stock awards or restricted stock units to employees, directors and consultants of the Company. The 2014 Plan is administered by the board of directors, or at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or their committee if so delegated, except that the exercise price per share of the stock options may not be less than 100% of the fair market value of a share of the Company’s common stock on the date of grant and the term of the stock options may not be greater than ten years.

As of December 31, 2018, all remaining shares available under the 2014 Plan were transferred to the Company’s 2018 Stock Option and Incentive Plan (the “2018 Plan”).

2018 Stock Option and Incentive Plan

In April 2018, the Company’s 2018 Plan was approved by its stockholders and became effective. The 2018 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights to the Company’s officers, employees, non-employee directors and other key persons (including consultants). The number of shares initially reserved for issuance under the 2018 Plan was 1,545,454, plus the shares of common stock remaining available for issuance under the 2014 Plan, which shall be cumulatively increased each January 1 by 4% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the Company’s board of directors or compensation committee of the board of directors. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated (other than by exercise) under the 2018 Plan and the 2014 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan.

As of March 31, 2022, 329,138 shares were available for future issuance under the 2018 Plan.

Stock options granted under the 2014 Plan and 2018 Plan to employees generally vest over four years and expire after ten years.

Stock Options

The following table summarizes the Company’s stock option activity since December 31, 2021:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
				(in years)
Outstanding as of December 31, 2021	7,057,258	$	6.59	6.98	$	4,678
Granted	1,734,500	3.75
Exercised	(208)	1.76
Forfeited	(133,414)	6.14
Outstanding as of March 31, 2022	8,658,136	$	6.03	7.21	$	1,058
Options exercisable at March 31, 2022	4,984,439	$	6.28	5.76	$	1,031
Vested and expected to vest at March 31, 2022	8,658,136	$	6.03	7.21	$	1,058

The weighted average grant-date fair value per share of stock options granted during the three months ended March 31, 2022 and year ended December 31, 2021 was $2.49 and $6.41, respectively.

As of March 31, 2022 and December 31, 2021, there were outstanding stock options held by non-employees for the purchase of 240,570 and 276,570, respectively, shares of common stock, with service-based vesting conditions.

2018 Employee Stock Purchase Plan

In April 2018, the Company’s 2018 Employee Stock Purchase Plan (the “ESPP”) was approved by its stockholders and became effective. A total of 256,818 shares of common stock were initially reserved for issuance under this plan. In addition, the number of shares of common stock that may be issued under the ESPP automatically increased on January 1, 2019, and shall increase each January 1 thereafter through January 1, 2028, by the lesser of (i) 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 and (ii) such lesser number of shares as determined by the administrator of the Company’s ESPP. As of March 31, 2022, a total of 1,502,734 shares of common stock were reserved for issuance under this plan.

For the three months ended March 31, 2022 and 2021, the Company issued 51,329 and 19,377 shares of common stock under the ESPP, respectively.

2021 Inducement Plan

In December 2021, the Company adopted the Company’s 2021 Inducement Plan (the “Inducement Plan”) pursuant to which the Company reserved 600,000 shares of common stock to be used exclusively for grants of equity-based awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Marketplace Rules of the Nasdaq Stock Market, Inc. The Inducement Plan provides for the grant of equity-based awards in the form of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, unrestricted stock awards, and dividend equivalent rights. The Inducement Plan was adopted by the Company without stockholder approval pursuant to Rule 5635(c)(4) of the Marketplace Rules of the Nasdaq Stock Market, Inc.

The following table summarizes the Company’s stock option under the Inducement Plan activity since December 31, 2021:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
				(in years)
Outstanding as of December 31, 2021	—	$	—	0.00	$	—
Granted	98,000	3.64
Exercised	—	—
Forfeited	—	—
Outstanding as of March 31, 2022	98,000	$	3.64	9.92	$	—
Options exercisable at March 31, 2022	—	$	—	0.00	$	—
Vested and expected to vest at March 31, 2022	98,000	$	3.64	9.92	$	—

The weighted average grant-date fair value per share of stock options granted during the three months ended March 31, 2022 was $2.41. As of March 31, 2022, 502,000 shares were available for future issuance under the Inducement Plan.

Restricted Stock Units

The Company has granted restricted stock units (“RSUs”) with service-based vesting conditions. RSUs represent the right to receive shares of common stock upon meeting specified vesting requirements. Unvested shares of restricted common stock may not be sold or transferred by the holder. These restrictions lapse according to the service-based vesting conditions of each award. To date, in 2022, the Company has granted 732,000 RSUs, of which 40% vest in August 2022 and 60% vest in August 2023, as long as the individual remains an employee of the Company at such time.

The table below summarizes the Company’s RSU activity since December 31, 2021:


	Number of Shares	Weighted Average Grant-Date Fair Value
Unvested restricted stock units as of December 31, 2021	—	$	—
Granted	732,000	3.64
Vested	—	—
Forfeited	—	—
Unvested restricted stock units as of March 31, 2022	732,000	$	3.64

The expense related to RSUs granted to employees was $209 and $543 for the three months ended March 31, 2022 and 2021, respectively.

Stock-Based Compensation

The Company recorded stock-based compensation expense related to stock options and restricted stock unit awards in the following expense categories of its condensed consolidated statements of operations and comprehensive income (loss):


	Three months ended March 31,
	2022		2021
Research and development expenses	$	584	$	790
General and administrative expenses	1,281		1,590
	$	1,865	$	2,380

Included in the stock compensation expense recognized during the three months ended March 31, 2022 is $28 of stock-based compensation resulting from modifications to previously issued stock option awards in connection with the transition of the Company's Chief Executive Officer to Chairman of the Board, which is recorded in general and administrative expense. As of March 31, 2022, the Company had an aggregate of $16,181 of unrecognized stock-based compensation cost, which is expected to be recognized over a weighted average period of 2.10 years

Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

On November 22, 2019, the Company entered into a loan and security agreement (the “Loan Agreement”) with K2HV (the “Lender”). The Lender made available to the Company term loans in an aggregate principal amount of up to $25,000 under the Loan Agreement. On October 1, 2021, the Company entered into a first amendment to the Loan Agreement with the Lender (as amended, the “Loan Amendment”). The Company plans to use the proceeds of the term loans to support clinical development as well as for working capital and general corporate purposes.

The Loan Agreement provided for a term loan commitment of $25,000 in three potential tranches: (i) a $7,500 term loan facility funded on November 22, 2019 (the “First Tranche Term Loan”), (ii) a $10,000 term loan facility funded on June 5, 2020 (the “Second Tranche Term Loan”), and (iii) a $7,500 term loan facility (the “Third Tranche Term Loan”). All three of these term loans had a maturity date of December 1, 2023.

The Company was obligated to pay a final fee equal to 4.45% of the aggregate amount of the term loans funded, such payment to occur upon the earliest of (i) the maturity date, (ii) the acceleration of the term loans, and (iii) the prepayment of the term loans.

The Lender was able to, at its option, elect to convert any portion of no more than $4,000 of the then outstanding term loan amount and all accrued and unpaid interest thereon into shares of the Company’s common stock at a conversion price of $1.56 per share. The Company determined that the embedded conversion option was not required to be separated from the term loan. The embedded conversion option meets the derivative accounting scope exception since the embedded conversion option is indexed to the Company’s own common stock and qualifies for classification within stockholders’ equity. The Company recognized a beneficial conversion feature of $2,101, which represented the difference between the commitment date stock price of $2.33 per share and the conversion price of $1.56 per share. The beneficial conversion feature was recorded as a discount on the term loan and is accreted to interest expense using the effective interest method over the term of the loan.

In August 2020, the Lender elected to convert $2,000 of the outstanding term loan amount into 1,282,050 shares of the Company's common stock, in accordance with the Loan Agreement. In February 2021, the Lender elected to convert $1,500 of the outstanding term loan amount into 961,538 shares of the Company's common stock, in accordance with the Loan Agreement. After the conversions, the outstanding principal balance was $14,000.

In October 2021, the Loan Agreement was amended. Under the Loan Amendment, the Lender made available to the Company term loans in an aggregate principal amount of up to $50,000, in three potential tranches: (i) a $25,000 term loan facility (including refinancing of the Company’s outstanding amounts under the Loan Agreement) funded on October 1, 2021 (the "First Tranche Refinancing Term Loan"), (ii) up to a $15,000 term loan facility (the "Second Tranche Refinancing Term Loan"), and (iii) an up to $10,000 term loan facility (the "Third Tranche Refinancing Term Loan") (together the "Refinancing Term Loans"). All three of these tranches have a maturity date of October 1, 2025.

Borrowings under all three tranches of the term loan facility bear interest at a floating per annum rate equal to the greater of (i) 8.50% and (ii) the sum of (A) the greater of (x) the prime rate last quoted in The Wall Street Journal (or a comparable replacement rate if The Wall Street Journal ceases to quote such rate) or (y) 3.25%, plus (B) 5.25%. In March 2021, the interest rate was increased to 8.75%. The Company is permitted to make interest-only payments on the outstanding principal balance of the term loan for approximately nineteen months following the funding date. The interest-only period can be extended by an additional nine months, subject to the Company raising net cash proceeds from financing activities (including without limitation sales of the Company's securities and up-front or milestone payments pursuant to existing or new strategic partnerships), in an aggregate amount of at least $100,000. The term of the loan facility is 48 months, with repayment in monthly installments commencing at the end of the resulting interest-only period as outlined above through the end of the 48-month term.

The Company is obligated to pay a final fee equal to (i) 4.25% of the aggregate amount of the term loans funded, such payment to occur upon the earliest of (i) the maturity date, (ii) the acceleration of the term loans, and (iii) the prepayment of the term loans and (ii) $779 on the earlier of December 1, 2023 or the prepayment of the term loans. The Company has the option to prepay all, but not less than all, of the outstanding principal balance of the term loans under the Loan Amendment. If the Company prepays all of the term loans prior to the maturity date, it will pay the Lender a prepayment penalty fee based on a percentage of the outstanding principal balance, equal to 5% if the payment occurs on or before 24 months after the initial funding date, 3% if the prepayment occurs more than 24 months after, but on or before 36 months after the initial funding date, or 1% if the prepayment occurs more than 36 months after the initial funding date.

The Lender may, at its option, elect to convert any portion of no more than $4,500 of the then outstanding term loan amount and all accrued and unpaid interest thereon into shares of the Company’s common stock at a conversion price of (i) with respect to the first $500 converted, $1.56 per share and (ii) with respect to any additional amounts converted in excess of $500, $7.81 per share. The effective interest rate of the term loan as of March 31, 2022 is 11.92%.

The Company’s obligations under the Loan Amendment are secured by a first priority security interest in substantially all of its assets. The Loan Amendment contains customary representations, warranties and also includes customary events of default, including payment defaults, breaches of covenants, change of control and a material adverse effect clause.

Upon the occurrence of an event of default, a default interest rate of an additional 5.00% per annum may be applied to the outstanding loan balances, and the Lender may declare all outstanding obligations immediately due and payable and exercise all of its rights and remedies as set forth in the Loan Amendment and under applicable law.

The Loan Amendment was accounted for as a debt modification; as such, the financing costs of $313 were reflected as additional debt discount and is amortized as an adjustment to interest expense over the term of the Loan Amendment. The Company recorded interest expense related to the loan facility of $682, and $1,024 for the three months ended March 31, 2022 and 2021, respectively. The fair value of the loan at March 31, 2022 approximates its face amount.

Future principal debt payments on the loan payable reflecting the amended terms are as follows:


	March 31, 2022
2022	$	—
2023	6,633
2024	9,562
2025	8,805
Total principal payments	25,000
Final fee due in 2023	1,063
Final fee due at maturity in 2025	779
Total principal payments and final fee	26,842
Unamortized debt discount and final fee	(1,681)
Note payable	$	25,161

- Definition

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

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-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1C
-Subparagraph (a)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1E
-Subparagraph (b)
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Net Income (Loss) per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Income (Loss) per Share

Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows:


	Three months ended March 31,
	2022		2021

Basic net income (loss) per share:
Numerator:
Net income (loss)	$	6,199	$	(15,561)
Denominator:
Weighted average commons shares outstanding — basic	48,606,055		41,619,362
Net income (loss) per share — basic	$	0.13	$	(0.37)
Diluted net income (loss) per share:
Numerator:
Net income (loss) - basic	$	6,199	$	(15,561)
Interest expense on convertible note payable	122		—
Net income (loss) - diluted	$	6,321	$	(15,561)
Denominator:
Weighted average commons shares outstanding — basic	48,606,055		41,619,362
Shares issuable upon conversion of convertible notes, as if converted	832,677		—
Dilutive effect of restricted stock units	230		—
Dilutive effect of common stock equivalents	377,822		—
Weighted average common shares outstanding - diluted	49,816,784		41,619,362
Net income (loss) per share — diluted	$	0.13	$	(0.37)

Stock options for the purchase of 7,193,835 weighted average shares were excluded from the computation of diluted net income per share attributable to common stockholders for the three months ended March 31, 2022 because those options had an anti-dilutive impact due to the assumed proceeds per share using the treasury stock method being greater than the average fair value of the Company’s common shares for those periods.

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company did not provide for any income taxes for the three months ended March 31, 2022 or 2021. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of March 31, 2022 and December 31, 2021. Management reevaluates the positive and negative evidence at each reporting period. As of March 31, 2022 and December 31, 2021, the Company had no accrued interest or tax penalties recorded. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The Company's tax years are still open under statute from 2018 to present. All years may be examined to the extent the tax credit or net operating loss carryforwards are used in future periods. There are currently no federal or state audits.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

Sublease Agreement with EQRx, Inc.

In the three months ended March 31, 2022 and 2021, the Company recognized sublease income of $656.

As of March 31, 2022, future undiscounted cash inflows under the sublease are as follows:


Year Ending December 31,
2022	$	2,884
2023	241
	$	3,125

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings.

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Novartis Institutes for BioMedical Research, Inc. Novartis is a related party because it is a greater than 5% stockholder of the Company. In January 2016, the Company entered into the Novartis Agreement and sold 2,000,000 shares of its Series A-1 Preferred Stock to Novartis for gross proceeds of $13,500. In addition, concurrent with the Company’s initial public offering of common stock, the Company issued Novartis 766,666 shares of its common stock at $15.00 per share, for proceeds of $11,500 in a private placement. During the three months ended March 31, 2022 and 2021, the Company made no cash payments to Novartis related to the Novartis Agreement. As of March 31, 2022 and 2021, no amounts were due from Novartis. The Company did not recognize any collaboration revenue - related party under the Novartis Agreement in the three months ended March 31, 2022 or 2021. Vaccinex, Inc. On November 30, 2017, the Company entered into a research agreement (the “Vaccinex Research Agreement”) with Vaccinex, Inc. (“Vaccinex”), pursuant to which Vaccinex used its technology to assist the Company with identifying and selecting experimental human monoclonal antibodies against targets selected by the Company. On March 23, 2021, the Company exercised its option under the Vaccinex Research Agreement to enter into an exclusive license agreement (the “Vaccinex License Agreement”) to certain antibodies generated under the Vaccinex Research Agreement. A member of the Company's Board of Directors and former Chief Executive Officer is a member of the board of directors of Vaccinex. The Company did not make any payments to Vaccinex under the Vaccinex Research Agreement in the three months ended March 31, 2022 or 2021. The Company did not make any payments to Vaccinex under the Vaccinex License Agreement in the three months ended March 31, 2022. During the three months ended March 31, 2021, the Company paid Vaccinex $850 relating to the Vaccinex License Agreement. The payment was recognized as research and development expense. There was no amount due by the Company to Vaccinex under the Vaccinex Research Agreement or Vaccinex License Agreement as of March 31, 2022 or 2021.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiary, Surface Securities Corporation, a Massachusetts corporation, after elimination of all intercompany accounts and transactions. The accounting policies followed in the preparation of the interim condensed consolidated financial statements are consistent in all material respects with those presented in Note 2 to the financial statements included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2022.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition and the accrual of research and development expenses. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from the Company’s estimates.
Unaudited Interim Financial Information	Unaudited Interim Financial Information The accompanying condensed consolidated financial statements are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2022 and the results of its operations and its cash flows for the three months ended March 31, 2022 and 2021. The financial data and other information disclosed in these notes related to the three months ended March 31, 2022 and 2021 are also unaudited. The condensed balance sheet at December 31, 2021, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year period.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes may result in earlier recognition of credit losses. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which narrowed the scope and changed the effective date for non-public entities for ASU 2016-13. The FASB subsequently issued supplemental guidance within ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief ("ASU 2019-05"). ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. This standard will be effective for the Company on January 1, 2023. The Company is currently evaluating the potential impact that this standard may have on its condensed consolidated financial statements and related disclosures. Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

Marketable Securities (Tables)

3 Months Ended

Mar. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Summary of Fair Value of Available-for-sale Marketable Debt Securities by Type of Security

As of March 31, 2022, the fair value of available-for-sale marketable debt securities by type of security was as follows:


	March 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Marketable debt securities:
U.S. Treasury notes	$	69,891	$	—	(760)		$	69,131
U.S. government agency bonds	15,756		—		(151)		15,605
	$	85,647	$	—	$	(911)	$	84,736

As of December 31, 2021, the fair value of available-for-sale marketable debt securities by type of security was as follows:


	December 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Marketable debt securities:
U.S. Treasury notes	$	77,550	$	—	(188)		$	77,362
U.S. government agency bonds	20,775		—		(33)		20,742
	$	98,325	$	—	$	(221)	$	98,104

Summary of Available-for-sale Debt Securities by Contractual Maturity

The amortized cost and fair value of the Company’s available-for-sale debt securities by contractual maturity are summarized as follows:


	March 31, 2022
	Amortized Cost		Fair Value
Maturing in one year or less	$	47,850	$	47,674
Maturing after one year	37,797		37,062
	$	85,647	$	84,736

The amortized cost and fair value of the Company’s available-for-sale debt securities by contractual maturity are summarized as follows:


	December 31, 2021
	Amortized Cost		Fair Value
Maturing in one year or less	$	60,462	$	60,406
Maturing after one year	37,863		37,698
	$	98,325	$	98,104

Fair Value of Financial Assets (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Summary of Financial Assets Measured at Fair Value on Recurring Basis


	Fair Value Measurements as of March 31, 2022 using:
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	52,704	$	—	$	—	$	52,704
Marketable securities:
U.S. Treasury notes	—		69,131		—		69,131
U.S. government agency bonds	—		15,605		—		15,605
	$	52,704	$	84,736	$	—	$	137,440


	Fair Value Measurements as of December 31, 2021 using:
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	20,309	$	—	$	—	$	20,309
Marketable securities:
U.S. Treasury notes	$	—	$	77,362	$	—	$	77,362
U.S. Government agency bonds	$	—	$	20,742	$	—	$	20,742
	$	20,309	$	98,104	$	—	$	118,413

Collaboration and License Agreements (Tables)

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Collaboration Revenue

For the three months ended March 31, 2022 and 2021, the Company recognized the following totals of license-related revenue:


	Three months ended March 31,
	2022		2021
License-related revenue	$	30,000	$	1,626

Stock-Based Awards (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Summary of Stock Option Activity

The following table summarizes the Company’s stock option activity since December 31, 2021:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
				(in years)
Outstanding as of December 31, 2021	7,057,258	$	6.59	6.98	$	4,678
Granted	1,734,500	3.75
Exercised	(208)	1.76
Forfeited	(133,414)	6.14
Outstanding as of March 31, 2022	8,658,136	$	6.03	7.21	$	1,058
Options exercisable at March 31, 2022	4,984,439	$	6.28	5.76	$	1,031
Vested and expected to vest at March 31, 2022	8,658,136	$	6.03	7.21	$	1,058

The following table summarizes the Company’s stock option under the Inducement Plan activity since December 31, 2021:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
				(in years)
Outstanding as of December 31, 2021	—	$	—	0.00	$	—
Granted	98,000	3.64
Exercised	—	—
Forfeited	—	—
Outstanding as of March 31, 2022	98,000	$	3.64	9.92	$	—
Options exercisable at March 31, 2022	—	$	—	0.00	$	—
Vested and expected to vest at March 31, 2022	98,000	$	3.64	9.92	$	—

Summary of Restricted Stock Unit Activity

The table below summarizes the Company’s RSU activity since December 31, 2021:


	Number of Shares	Weighted Average Grant-Date Fair Value
Unvested restricted stock units as of December 31, 2021	—	$	—
Granted	732,000	3.64
Vested	—	—
Forfeited	—	—
Unvested restricted stock units as of March 31, 2022	732,000	$	3.64

Summary of Stock-Based Compensation Expense Related to Stock Options and Restricted Stock Awards


	Three months ended March 31,
	2022		2021
Research and development expenses	$	584	$	790
General and administrative expenses	1,281		1,590
	$	1,865	$	2,380

Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Future Principal Debt Payments on the Loan Payable

Future principal debt payments on the loan payable reflecting the amended terms are as follows:


	March 31, 2022
2022	$	—
2023	6,633
2024	9,562
2025	8,805
Total principal payments	25,000
Final fee due in 2023	1,063
Final fee due at maturity in 2025	779
Total principal payments and final fee	26,842
Unamortized debt discount and final fee	(1,681)
Note payable	$	25,161

Net Income (Loss) per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows:


	Three months ended March 31,
	2022		2021

Basic net income (loss) per share:
Numerator:
Net income (loss)	$	6,199	$	(15,561)
Denominator:
Weighted average commons shares outstanding — basic	48,606,055		41,619,362
Net income (loss) per share — basic	$	0.13	$	(0.37)
Diluted net income (loss) per share:
Numerator:
Net income (loss) - basic	$	6,199	$	(15,561)
Interest expense on convertible note payable	122		—
Net income (loss) - diluted	$	6,321	$	(15,561)
Denominator:
Weighted average commons shares outstanding — basic	48,606,055		41,619,362
Shares issuable upon conversion of convertible notes, as if converted	832,677		—
Dilutive effect of restricted stock units	230		—
Dilutive effect of common stock equivalents	377,822		—
Weighted average common shares outstanding - diluted	49,816,784		41,619,362
Net income (loss) per share — diluted	$	0.13	$	(0.37)

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Schedule of Future Undiscounted Cash Inflows Under Sublease

As of March 31, 2022, future undiscounted cash inflows under the sublease are as follows:


Year Ending December 31,
2022	$	2,884
2023	241
	$	3,125

Nature of the Business - Additional Information (Details) - USD ($)			1 Months Ended	3 Months Ended		8 Months Ended	14 Months Ended
	Aug. 05, 2021	May 22, 2020	May 31, 2020	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Aug. 04, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Common stock, issued (in shares)				54,347,564		54,347,564		45,958,776
Accumulated deficit				$ 134,544,000		$ 134,544,000		$ 140,743,000
Operating expenses and capital expenditure requirements (in months)				12 months
2020 ATM Facility
Class of Stock [Line Items]
Common stock, issued (in shares)					1,677,118
Net proceeds from issuance of common stock					$ 14,716,000		$ 19,479,000
Common stock, issued (in shares)	2,303,545
2020 ATM Facility \| Maximum
Class of Stock [Line Items]
Gross proceeds from issuance of common stock		$ 50,000,000	$ 50,000,000
Percentage of gross proceeds of shares sold for compensation (as a percent)		3.00%
2020 Amended Sales Agreement
Class of Stock [Line Items]
Common stock, issued (in shares)				7,337,251
Net proceeds from issuance of common stock				$ 20,556,000
Number of shares issued (in shares)				7,337,251
2020 Amended Sales Agreement \| Maximum
Class of Stock [Line Items]
Gross proceeds from issuance of common stock	$ 80,000,000
2021 ATM Facility
Class of Stock [Line Items]
Common stock, issued (in shares)						8,770,878
Net proceeds from issuance of common stock						$ 30,602,000
Number of shares issued (in shares)						8,770,878
2021 ATM Facility \| Maximum
Class of Stock [Line Items]
Gross proceeds from issuance of common stock	$ 80,000,000
Percentage of gross proceeds of shares sold for compensation (as a percent)	3.00%

Marketable Securities - Summary of Fair Value of Available-for-sale Marketable Debt Securities by Type of Security (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 85,647	$ 98,325
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(911)	(221)
Fair Value	84,736	98,104
U.S. Treasury notes
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	69,891	77,550
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(760)	(188)
Fair Value	69,131	77,362
U.S. government agency bonds
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	15,756	20,775
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(151)	(33)
Fair Value	$ 15,605	$ 20,742

Marketable Securities - Summary of Fair Value of Available-for-sale Debt Securities by Contractual Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Amortized Cost
Maturing in one year or less	$ 47,850	$ 60,462
Maturing after one year	37,797	37,863
Amortized Cost	85,647	98,325
Fair Value
Maturing in one year or less	47,674	60,406
Maturing after one year	37,062	37,698
Fair Value	$ 84,736	$ 98,104

Marketable Securities - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Investments in other-than-temporary decline in fair value	$ 0	$ 0

Fair Value of Financial Assets - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 84,736	$ 98,104
U.S. Treasury notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	69,131	77,362
U.S. government agency bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	15,605	20,742
Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured on recurring basis	137,440	118,413
Fair Value, Measurements, Recurring \| U.S. Treasury notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	69,131	77,362
Fair Value, Measurements, Recurring \| U.S. government agency bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	15,605	20,742
Fair Value, Measurements, Recurring \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	52,704	20,309
Fair Value, Measurements, Recurring \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured on recurring basis	52,704	20,309
Fair Value, Measurements, Recurring \| Level 1 \| U.S. Treasury notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Fair Value, Measurements, Recurring \| Level 1 \| U.S. government agency bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Fair Value, Measurements, Recurring \| Level 1 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	52,704	20,309
Fair Value, Measurements, Recurring \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured on recurring basis	84,736	98,104
Fair Value, Measurements, Recurring \| Level 2 \| U.S. Treasury notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	69,131	77,362
Fair Value, Measurements, Recurring \| Level 2 \| U.S. government agency bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	15,605	20,742
Fair Value, Measurements, Recurring \| Level 2 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0
Fair Value, Measurements, Recurring \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets measured on recurring basis	0	0
Fair Value, Measurements, Recurring \| Level 3 \| U.S. Treasury notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Fair Value, Measurements, Recurring \| Level 3 \| U.S. government agency bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	0	0
Fair Value, Measurements, Recurring \| Level 3 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 0	$ 0

Collaboration and License Agreements - Additional Information (Details)	1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 31, 2016 target	Mar. 31, 2022 USD ($) obligation	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
License related revenue		$ 30,000,000	$ 1,626,000
GSK Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Contract with customer, expiration period		10 years
Number of performance obligations \| obligation		3
Transaction price		$ 90,264,000
GSK Agreement \| License
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
License related revenue		30,000,000	1,626,000
GSK Agreement \| License \| Transferred at Point in Time
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment		85,000,000
License related revenue				$ 85,000
GSK Agreement \| License \| Transferred over Time
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Additional payments to be received		4,314,000
GSK Agreement \| Transition Services
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
License related revenue		0	362,000
GSK Agreement \| Transition Services \| Transferred over Time
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Additional payments to be received		950,000
GSK Agreement \| Supply Services
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
License related revenue		0	1,264,000
GSK Agreement \| Clinical Milestone Payment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Potential milestones payment		90,000
GSK Agreement \| Regulatory Milestone Payment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Potential milestones payment		155,000
GSK Agreement \| Sales Milestone Payment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Potential milestones payment		485,000
Novartis Collaboration
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of option targets \| target	4
Number of option targets purchased \| target	3
Novartis Collaboration \| Novartis Institutes for Biomedical Research, Inc.
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue		0	$ 0
Novartis Collaboration \| Novartis Institutes for Biomedical Research, Inc. \| Development Milestone
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Potential milestones payment		325,000,000
Novartis Collaboration \| Novartis Institutes for Biomedical Research, Inc. \| Sales Milestone
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Potential milestones payment		$ 200,000,000