0001789769-22-000032 | 10-Q | XBRL Viewer

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Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2022	May 12, 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	001-40215
Entity Registrant Name	Instil Bio, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-2072195
Entity Address, Address Line One	3963 Maple Avenue, Suite 350
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75219
City Area Code	972
Local Phone Number	499-3350
Title of 12(b) Security	Common Stock, $0.000001 par value per share
Trading Symbol	TIL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		129,293,504
Amendment Flag	false
Entity Central Index Key	0001789769
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 61,473	$ 37,590
Marketable securities	318,047	416,509
Prepaid expenses and other current assets	11,181	9,921
Total current assets	390,701	464,020
Property, plant and equipment, net	140,831	121,999
Operating lease right-of-use assets	14,497
Intangibles	10,104	10,104
Goodwill	5,722	5,722
Other long-term assets	3,081	8,138
Total assets	564,936	609,983
Current liabilities:
Accounts payable	7,711	5,568
Accrued expenses and other current liabilities	28,199	34,449
Contingent consideration, current portion	867	1,341
Total current liabilities	36,777	41,358
Contingent consideration, net of current portion	11,108	10,980
Operating lease liabilities, non-current	6,526
Deferred tax liabilities	1,946	2,426
Other long-term liabilities	20	20
Total liabilities	56,377	54,784
Commitments and contingencies (Note 6)
Stockholders’ equity:
Common stock, par value $0.000001 per share; 300,000,000 and $300,000,000 shares authorized; 129,217,916 and 129,028,278 shares issued and outstanding as of March 31, 2022, and December 31, 2021, respectively	0	0
Additional paid-in capital	764,834	757,003
Accumulated other comprehensive loss	(441)	(87)
Accumulated deficit	(255,834)	(201,717)
Total stockholders’ equity	508,559	555,199
Total liabilities and stockholders’ equity	$ 564,936	$ 609,983

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.000001	$ 0.000001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	129,217,916	129,028,278
Common stock, shares outstanding (in shares)	129,217,916	129,028,278

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating expenses:
Research and development	$ 39,174	$ 14,424
General and administrative	15,112	8,979
Total operating expenses	54,286	23,403
Loss from operations	(54,286)	(23,403)
Other (expense) income, net	(319)	71
Loss before income tax benefit	(54,605)	(23,332)
Income tax benefit	488	204
Net loss	(54,117)	(23,128)
Other comprehensive (loss) income:
Foreign currency translation	(31)	30
Unrealized loss on available-for-sale securities, net	(323)	0
Net comprehensive loss	$ (54,471)	$ (23,098)
Net loss per share, basic (in dollars per share)	$ (0.42)	$ (0.66)
Net loss per share, diluted (in dollars per share)	$ (0.42)	$ (0.66)
Weighted-average shares used in computing net loss per share, basic (in shares)	129,119,462	34,976,652
Weighted-average shares used in computing net loss per share, diluted (in shares)	129,119,462	34,976,652

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020	70,176,046
Beginning balance at Dec. 31, 2020	$ 331,966
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of convertible preferred shares (in shares)	4,174,551
Issuance of convertible preferred shares	$ 52,460
Conversion of redeemable convertible preferred stock (in shares)	(74,350,597)
Conversion of redeemable convertible preferred stock	$ (384,426)
Ending balance (in shares) at Mar. 31, 2021	0
Ending balance at Mar. 31, 2021	$ 0
Beginning balance (in shares) at Dec. 31, 2020		20,591,554
Beginning balance at Dec. 31, 2020	(39,599)	$ 0	$ 5,607	$ (283)	$ (44,923)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares upon initial public offering net of underwriting discounts, commissions and offering costs (in shares)		18,400,000
Issuance of common shares upon initial public offering net of underwriting discounts, commissions and offering costs	339,174		339,174
Conversion of redeemable convertible preferred stock (in shares)		89,220,699
Conversion of redeemable convertible preferred stock	384,426		384,426
Shares of common stock issued in connection with incentive stock plan (in shares)		530,870
Shares of common stock issued in connection with inventive stock plan	1,438		1,438
Stock-based compensation	2,812		2,812
Net loss	(23,128)				(23,128)
Other comprehensive income (loss)	30			30
Ending balance (in shares) at Mar. 31, 2021		128,743,123
Ending balance at Mar. 31, 2021	$ 665,153	$ 0	733,457	(253)	(68,051)
Ending balance (in shares) at Mar. 31, 2022	0
Beginning balance (in shares) at Dec. 31, 2021		129,028,278
Beginning balance at Dec. 31, 2021	$ 555,199	$ 0	757,003	(87)	(201,717)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares of common stock issued in connection with incentive stock plan (in shares)		189,638
Shares of common stock issued in connection with incentive stock plan	338		338
Stock-based compensation	7,493		7,493
Net loss	(54,117)				(54,117)
Other comprehensive income (loss)	(354)			(354)
Ending balance (in shares) at Mar. 31, 2022		129,217,916
Ending balance at Mar. 31, 2022	$ 508,559	$ 0	$ 764,834	$ (441)	$ (255,834)

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical)	Mar. 31, 2021 $ / shares
Statement of Stockholders' Equity [Abstract]
Shares issued, price per share (in dollars per share)	$ 12.58

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (54,117)	$ (23,128)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	7,493	2,812
Noncash lease expense	897
Foreign exchange remeasurement gain	(454)	(24)
Change in fair value of contingent consideration	(346)	220
Depreciation and amortization	899	439
Other	276	0
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(2,825)	836
Other long-term assets	(291)	(2,216)
Accounts payable	(3,199)	(271)
Operating lease liabilities	(456)
Accrued expenses and current other liabilities	(2,928)	3,603
Net cash used in operating activities	(55,051)	(17,729)
Cash flows from investing activities:
Purchase of marketable securities	(252,398)	0
Maturities of marketable securities	350,500	0
Purchases of property, plant and equipment	(20,235)	(9,129)
Net cash provided by (used in) investing activities	77,867	(9,129)
Cash flows from financing activities:
Proceeds from initial public offering, net of issuance costs	0	340,876
Proceeds from issuance of convertible preferred stock, net of issuance costs	0	52,460
Proceeds from exercise of stock options	338	1,438
Other financing activities	0	(69)
Net cash provided by financing activities	338	394,705
Net increase in cash and cash equivalents	23,154	367,847
Effect of exchange rate changes on cash, cash equivalents and restricted cash	729	78
Cash, cash equivalents and restricted cash—beginning of period	38,090	241,764
Cash, cash equivalents and restricted cash—end of period	61,973	609,689
Supplemental disclosure of noncash information:
Conversion of preferred stock to common stock upon IPO	0	384,426
Deferred offering costs in accrued expenses and other current liabilities	0	1,702
Purchases of property, plant and equipment in accounts payable and accrued expenses and other current liabilities	$ 10,406	$ 862

Organization and Description of Business	3 Months Ended
Organization and Description of Business	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Instil Bio, Inc. (the “Company” or “Instil Bio”) is headquartered in Dallas, Texas and was incorporated in the state of Delaware in August 2018. The Company is a clinical-stage biopharmaceutical company focused on developing an innovative cell therapy pipeline of autologous tumor infiltrating lymphocyte (“TIL”) therapies for the treatment of patients with cancer. Principal operations commenced during the first quarter of 2019 when the Company in-licensed its foundational TIL technology.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries Instil Bio (UK) Ltd. (formerly Immetacyte Ltd. (“Immetacyte”)) and Complex Therapeutics, LLC. Immetacyte was acquired on March 2, 2020 and Complex Therapeutics, LLC was formed on October 14, 2020. All intercompany balances and transactions have been eliminated in consolidation.

The unaudited 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, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2022 and 2021, the condensed consolidated statements of convertible preferred stock and stockholders' equity for the three months ended March 31, 2022 and 2021, and the results of 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 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 periods, or any future year period. The Company has evaluated subsequent events through the date the condensed consolidated financial statements were issued.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (“SEC”) on March 7, 2022.

Stock Split and Initial Public Offering

On March 12, 2021, the Company effected a 1.2-for-1 stock split of the Company’s common stock. The par value was not adjusted as a result of the stock split. The authorized shares as of March 12, 2021 were adjusted as a result of the stock split. All share and per share information included in the accompanying condensed consolidated financial statements has been adjusted to reflect this stock split. The accompanying condensed consolidated financial statements and notes thereto give retroactive effect to the stock split for all periods presented.

On March 23, 2021, the Company completed its initial public offering ("IPO") through an underwritten sale of an aggregate of 18,400,000 shares of its common stock at a price of $20.00 per share. The aggregate net proceeds from the offering, inclusive of an additional 2,400,000 common shares sold upon the full exercise of the underwriters' purchase option, after deducting underwriting discounts and commissions and other offering expenses, was $339.0 million.

Concurrent with the IPO, all then-outstanding shares of the Company's convertible preferred stock outstanding (see Note 7) were automatically converted into an aggregate of 89,220,699 shares of common stock and were reclassified into permanent equity. Further, immediately following the closing of the IPO, the Company amended and restated its certificate of incorporation such that the total number of shares of common stock authorized to be issued was 300,000,000 and the total number of shares of preferred stock authorized to be issued was 10,000,000. Following the IPO, there are no shares of convertible preferred stock outstanding.

Segments

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

Cash, Cash Equivalents, Restricted Cash and Marketable Securities

The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. Cash equivalents include amounts invested in money market accounts.

Restricted cash consists of a money market account which serves as collateral for the Company’s employee corporate credit cards and is classified within other long-term assets on the consolidated balance sheets.

The Company's short-term marketable securities have original maturities of less than a year at date of purchase. The Company classifies and accounts for marketable securities as available-for-sale securities, which are carried at their fair values based on the quoted market prices of the securities. Unrealized gains and losses are reported as accumulated other comprehensive loss. Realized gains and losses on available-for-sale securities are included in net loss in the period earned or incurred. As of March 31, 2022 and December 31, 2021, marketable securities consisted of U.S. Treasury bills.

Short-term marketable securities are recorded at their estimated fair value. The Company periodically reviews whether its securities may be other-than-temporarily impaired, including whether or not (i) the Company has the intent to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before its anticipated recovery. If one of these factors is met, the Company will record an impairment loss associated with its impaired investment. The impairment loss will be recorded as a write-down of investments in the condensed consolidated balance sheets and a realized loss within other expense in the condensed consolidated statements of operations.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the amounts shown in the consolidated statements of cash flows (in thousands):


	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	61,473	$	37,590
Restricted cash	500		500
Cash, cash equivalents and restricted cash	$	61,973	$	38,090

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to avail itself of this extended transition period for complying with new or

revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Leases

The Company determines if an arrangement is or contains a lease at contract inception by assessing whether the arrangement contains an identified asset and whether the lessee has the right to control such asset. Lessees are required to classify leases as either finance or operating leases and to record a right-of-use (“ROU”) asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. The Company determines the initial classification and measurement of its ROU assets and lease liabilities at the lease commencement date and thereafter if modified. For leases with a term greater than 12 months, the Company records the lease liability at the present value of lease payments over the term. The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to extend or terminate the lease that the Company is reasonably certain to exercise. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement, any deferred rent upon adoption, and lease incentives provided by the lessor.

The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of 12 months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. The Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company estimates its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company determines its incremental borrowing rate based on the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment.

Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. Lease payments may be fixed or variable; however, only fixed payments are included in the Company’s lease liability calculation. Lease costs for the Company’s operating leases are recognized on a straight-line basis within operating expenses over the lease term. The Company’s lease agreements may contain non-lease components such as common area maintenance, operating expenses or other costs, which are expensed as incurred for all classes of assets. The Company’s leases do not contain any residual value guarantees.

See also Note 6, Commitments and Contingencies, regarding the Company’s leases, below.

Recent Accounting Pronouncements Adopted

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. The Company adopted the new standard effective January 1, 2022 using the modified retrospective transition approach. Upon adoption on January 1, 2022, the Company recognized ROU assets and lease liabilities totaling $15.4 million and $8.9 million, respectively, to reflect the present value of remaining lease payments under existing lease arrangements. The Company applied the modified retrospective transition approach and did not recast prior periods. As permitted by the standard, the Company elected the transition practical expedient package, which, among other things, allows the carryforward of historical lease classifications. The Company’s new accounting policies around leases are described in Leases, above, and in Note 6, Commitments and Contingencies.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Additionally, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, in April 2019 and ASU 2019-05, Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief, in May 2019. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The Company adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and disclosures.

In December 2019, the FASB issued ASU No. 2019-12. Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The standard simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improves consistent application by clarifying and amending existing guidance. The Company adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and disclosures.

Balance Sheet Components

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Property, Plant and Equipment, Net

Property, plant and equipment, net consist of the following (in thousands):


	March 31, 2022		December 31, 2021
Land	$	31,243	$	31,243
Laboratory equipment	14,036		13,962
Buildings(1)	6,034		6,034
Office and computer equipment	2,225		2,239
Leasehold improvements	1,793		1,836
Manufacturing equipment	1,669		1,717
Vehicles	64		64
Construction work-in-progress	87,501		67,883
Total property, plant and equipment, gross	144,565		124,978
Less: accumulated depreciation	(3,734)		(2,979)
Total property, plant and equipment, net	$	140,831	$	121,999

______________________________________________________________

(1) Relates to buildings acquired as described below which are being developed as part of the Company’s clinical manufacturing facility in Tarzana, California. The buildings will be placed into service and depreciation will commence once the construction is complete and they are ready for intended use.

Depreciation expense was $0.9 million and $0.4 million for the three months ended March 31, 2022 and 2021, respectively in the condensed consolidated statements of operations and comprehensive loss.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	March 31, 2022		December 31, 2021
Accrued construction costs	$	13,191	$	11,928
Accrued compensation and benefits	6,982		12,085
Accrued research and development expenses	4,112		4,234
Operating lease liabilities, current	1,914		—
Accrued operational expenses	1,357		5,292
Other current liabilities	643		910
Total accrued expenses and other current liabilities	$	28,199	$	34,449

Fair Value Measurement

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement

The fair value of cash and cash equivalents approximates carrying value since cash and cash equivalents consist of short-term highly liquid investments with maturities of less than three months at the time of purchase. Cash and cash equivalents are quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. Money market funds are open-end mutual funds that invest in cash, government securities, and/or repurchase agreements that are collateralized fully. To the extent that these funds are valued based upon the reported net asset value, they are categorized in Level 1 of the fair value hierarchy.

Short-term marketable securities comprised of U.S. Treasury bills that are classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations, alternative pricing sources or U.S. Government Treasury yield of appropriate term.

The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis:


	As of March 31, 2022
	Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets
Money market funds	$	39,730	$	—	$	—	$	39,730
U.S. Treasury bills	—		318,047		—		318,047
Total	$	39,730	$	318,047	$	—	$	357,777
Financial Liabilities
Contingent consideration	$	—	$	—	$	11,975	$	11,975

	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets
Money market funds	$	18,493	$	—	$	—	$	18,493
U.S. Treasury bills	—		416,509		—		416,509
Total	$	18,493	$	416,509	$	—	$	435,002
Financial Liabilities
Contingent consideration	$	—	$	—	$	12,321	$	12,321

There were no transfers in or out of Level 1, 2 and 3 measurements for the three months ended March 31, 2022 and the year ended December 31, 2021. As of March 31, 2022 and December 31, 2021, there were no securities within Level 3 of the fair value hierarchy.

- 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

Financial Instruments

3 Months Ended

Mar. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Financial Instruments

Marketable securities classified as available-for-sale on March 31, 2022 and December 31, 2021, consisted of the following (in thousands):


	March 31, 2022
	Maturity	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. Treasury bills	Less than one year	$	318,419	$	—	$	(373)	$	318,047


	December 31, 2021
	Maturity	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. Treasury bills	Less than one year	$	416,559	$	—	$	(50)	$	416,509

As of March 31, 2022 and December 31, 2021, all marketable securities had contractual maturities less than one year. Marketable securities with maturities greater than one year are classified as current because management considers all marketable securities to be available for current operations. The Company does not intend to sell its marketable securities and it is not likely that the Company will be required to sell these securities before recovery of their amortized cost bases.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Operating Lease Obligations

The Company currently leases office spaces and laboratory spaces located in Greater Los Angeles, California, Dallas, Texas, the United Kingdom and other parts of the United States. The Company's leased facilities have original lease terms ranging from 2 to 5 years that predominately require the Company to provide a security deposit, while certain leases provide the right for the Company to renew the lease upon the expiration of the initial lease term, and various leases have scheduled rent increases on an annual basis. The exercise of lease renewal options for the Company’s existing leases is at the Company’s sole discretion, and not included in the measurement of ROU asset or lease liability as they are not reasonably certain to be exercised. Certain leases provide free rent, or tenant improvement allowances, of which certain of these improvements have been classified as leasehold improvements and are being amortized over the shorter of the estimated useful life of the improvements or the remaining life of the lease, while other tenant improvements incurred by the Company revert to the landlord at the expiration of the lease and are not assets on the Company's condensed consolidated balance sheets.

Information related to the Company's operating ROU assets and related lease liability was as follows (in thousands, except for years and percentages):

The Company's lease costs consist of the following (in thousands):


	Three Months Ended March 31, 2022
Short-term lease cost	$	167
Operating lease cost	1,323
Variable leases cost	218
Total lease cost	$	1,708

The following table summarizes cash flow information related to the Company’s lease obligations (in thousands):


	Three Months Ended March 31, 2022
Cash paid for operating lease liabilities	$	605

The following table summarizes the Company’s lease assets and liabilities (in thousands):


	As of March 31, 2022
Operating lease right-of-use assets	$	14,497
Current operating lease liabilities	$	1,914
Non-current operating lease liabilities	$	6,526

The following table summarizes other supplemental information related to the Company’s lease obligations:


	As of March 31, 2022
Weighted-average remaining lease term (in years)	4.10
Weighted-average discount rate	6.75	%

Future minimum lease payments under operating lease liabilities were (in thousands):


	As of March 31, 2022
2022 (remaining nine months)	$	1,799
2023	2,351
2024	2,214
2025	1,940
2026	1,276
Total future lease payments	9,580
Less: imputed interest	1,140
Total lease liability balance	8,440
Less: current portion of operating lease liabilities	1,914
Total operating lease liabilities, non-current	$	6,526

Under ASC 840, rent expense recognized under the leases was $0.5 million for the three months ended March 31, 2021.

Future minimum lease payments under noncancellable operating leases were (in thousands):


	As of December 31, 2021
2022	$	2,411
2023	2,354
2024	2,215
2025	1,936
2026	1,272
Total	$	10,188

Legal Proceedings

From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The Company does not expect that the resolution of these matters will have a material adverse effect on its financial position, results of operations or cash flows.

Tarzana Land and Building Acquired

The Company’s contractual commitments for the acquired land and buildings in the Tarzana, California development project are limited to unreimbursed spend by the general contractor and as such, as of March 31, 2022, and December 31, 2021, $52.0 million and $63.2 million, respectively, is contractually committed to the development of this project.

Commitments and Contingencies

Operating Lease Obligations

Information related to the Company's operating ROU assets and related lease liability was as follows (in thousands, except for years and percentages):

The Company's lease costs consist of the following (in thousands):


	Three Months Ended March 31, 2022
Short-term lease cost	$	167
Operating lease cost	1,323
Variable leases cost	218
Total lease cost	$	1,708

The following table summarizes cash flow information related to the Company’s lease obligations (in thousands):


	Three Months Ended March 31, 2022
Cash paid for operating lease liabilities	$	605

The following table summarizes the Company’s lease assets and liabilities (in thousands):


	As of March 31, 2022
Operating lease right-of-use assets	$	14,497
Current operating lease liabilities	$	1,914
Non-current operating lease liabilities	$	6,526

The following table summarizes other supplemental information related to the Company’s lease obligations:


	As of March 31, 2022
Weighted-average remaining lease term (in years)	4.10
Weighted-average discount rate	6.75	%

Future minimum lease payments under operating lease liabilities were (in thousands):


	As of March 31, 2022
2022 (remaining nine months)	$	1,799
2023	2,351
2024	2,214
2025	1,940
2026	1,276
Total future lease payments	9,580
Less: imputed interest	1,140
Total lease liability balance	8,440
Less: current portion of operating lease liabilities	1,914
Total operating lease liabilities, non-current	$	6,526

Under ASC 840, rent expense recognized under the leases was $0.5 million for the three months ended March 31, 2021.

Future minimum lease payments under noncancellable operating leases were (in thousands):


	As of December 31, 2021
2022	$	2,411
2023	2,354
2024	2,215
2025	1,936
2026	1,272
Total	$	10,188

Legal Proceedings

Tarzana Land and Building Acquired

Equity	3 Months Ended
Equity	Mar. 31, 2022
Equity [Abstract]
Equity	Equity Common Stock Each share of common stock has the right to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and if declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No cash dividends have been declared by the board of directors from inception. In November 2020, the Company executed a limited recourse promissory note with its Chief Executive Officer (“CEO”), Bronson Crouch, in the amount of $1.1 million which was secured by a pledge of a total of 3.2 million shares of its common stock issued upon exercise of vested stock options. The note bore an interest rate of 2.5% per annum with a maturity date of the earlier of (i) five years from the date of the note or (ii) one business day prior to the filing or submission of the Company’s first registration statement covering the Company’s common stock with the SEC. The principal and interest under the note may be repaid at any time without penalty. Because the Company only has partial recourse under the promissory note, the Company deemed the note receivable to be non-substantive. As such, the note receivable was not reflected in the condensed consolidated financial statements and the related stock transaction will be recorded at the time the note receivable is settled in cash. The promissory note was fully repaid in January 2021. On March 23, 2021, the Company completed its IPO through an underwritten sale of an aggregate of 18,400,000 shares of its common stock at a price of $20.00 per share (see Note 2). As of March 31, 2022, the Company had outstanding 129,217,916 shares of common stock. Convertible Preferred Stock Concurrent with the IPO, all then-outstanding shares of the Company's convertible preferred stock were automatically converted into an aggregate of 89,220,699 shares of common stock and were reclassified into permanent equity. Following the IPO, there are no shares of preferred stock outstanding. 2021 Preferred Stock Activity All then outstanding shares of convertible preferred stock were converted into an aggregate of 89,220,699 shares of common stock on March 23, 2021, the closing date of the Company's IPO (see Note 2). After the completion of the IPO, the Company's current amended and restated certificate of incorporation authorizes the Company to issue up to 10,000,000 shares of preferred stock at $0.000001 par value per share. The board of directors is authorized to provide for the issuance of the preferred stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in subsequent resolution or resolutions adopted by the board providing for the issuance of such shares. As of March 31, 2022, there have been no shares of preferred stock issued by the Company.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 13
-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Topic 505
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

2021 Equity Incentive Plan

In March 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective in connection with the IPO. The 2021 Plan was approved by the Company’s board of directors and stockholders in March 2021. The 2021 Plan is an equity incentive plan pursuant to which the Company may grant the following awards: (i) incentive stock options; (ii) nonstatutory stock options; (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock unit awards; (vi) performance awards; and (vii) other forms of stock awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates. The 2021 Plan is a successor to the Company's 2018 Stock Incentive Plan (the “2018 Plan”). Following the effectiveness of the 2021 Plan, no further grants may be made under the 2018 Plan; however, any outstanding equity awards granted under the 2018 Plan will continue to be governed by the terms of the 2018 Plan.

As of March 31, 2022, 6,647,121 shares of common stock remained available for issuance under the 2021 Plan. As of March 31, 2022, the total number of shares authorized for issuance under the 2021 Plan was 12,854,437 shares.

Compensation expense for share-based awards is recognized over the requisite service period. The fair value of stock option awards is estimated using the Black-Scholes option-pricing model, which involves using assumptions regarding price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors.

The following table sets forth stock-based compensation included in the Company’s statement of operations and comprehensive loss (in thousands):


	Three Months Ended March 31,
	2022		2021
Research and development expense	$	3,229	$	1,405
General and administrative expense	4,264		1,407
Total stock-based compensation expense	$	7,493	$	2,812

As of March 31, 2022, there was $101.1 million of total unrecognized compensation cost related to unvested stock options granted under the 2018 Plan and 2021 Plan, which is expected to be recognized over a weighted average period of 2.9 years.

Employee Stock Purchase Plan

In March 2021, the Company adopted the Employee Stock Purchase Plan (the “ESPP”), which became effective in connection with the IPO. The ESPP was adopted by the Company’s board of directors and stockholders in March 2021. The ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 1,237,000 shares of common stock. The Company has not yet commenced offerings to employees under the ESPP.

Net Loss Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share for the periods presented due to their anti-dilutive effect:


	March 31,
	2022	2021
Stock options to purchase common stock	23,396,618	18,118,103

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 accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries Instil Bio (UK) Ltd. (formerly Immetacyte Ltd. (“Immetacyte”)) and Complex Therapeutics, LLC. Immetacyte was acquired on March 2, 2020 and Complex Therapeutics, LLC was formed on October 14, 2020. All intercompany balances and transactions have been eliminated in consolidation. The unaudited 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, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2022 and 2021, the condensed consolidated statements of convertible preferred stock and stockholders' equity for the three months ended March 31, 2022 and 2021, and the results of 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 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 periods, or any future year period. The Company has evaluated subsequent events through the date the condensed consolidated financial statements were issued. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (“SEC”) on March 7, 2022.
Segments	Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents, Restricted Cash and Marketable Securities The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. Cash equivalents include amounts invested in money market accounts. Restricted cash consists of a money market account which serves as collateral for the Company’s employee corporate credit cards and is classified within other long-term assets on the consolidated balance sheets.
Marketable Securities	The Company's short-term marketable securities have original maturities of less than a year at date of purchase. The Company classifies and accounts for marketable securities as available-for-sale securities, which are carried at their fair values based on the quoted market prices of the securities. Unrealized gains and losses are reported as accumulated other comprehensive loss. Realized gains and losses on available-for-sale securities are included in net loss in the period earned or incurred. As of March 31, 2022 and December 31, 2021, marketable securities consisted of U.S. Treasury bills. Short-term marketable securities are recorded at their estimated fair value. The Company periodically reviews whether its securities may be other-than-temporarily impaired, including whether or not (i) the Company has the intent to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before its anticipated recovery. If one of these factors is met, the Company will record an impairment loss associated with its impaired investment. The impairment loss will be recorded as a write-down of investments in the condensed consolidated balance sheets and a realized loss within other expense in the condensed consolidated statements of operations.
Leases	Leases The Company determines if an arrangement is or contains a lease at contract inception by assessing whether the arrangement contains an identified asset and whether the lessee has the right to control such asset. Lessees are required to classify leases as either finance or operating leases and to record a right-of-use (“ROU”) asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. The Company determines the initial classification and measurement of its ROU assets and lease liabilities at the lease commencement date and thereafter if modified. For leases with a term greater than 12 months, the Company records the lease liability at the present value of lease payments over the term. The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to extend or terminate the lease that the Company is reasonably certain to exercise. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement, any deferred rent upon adoption, and lease incentives provided by the lessor. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of 12 months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. The Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company estimates its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company determines its incremental borrowing rate based on the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. Lease payments may be fixed or variable; however, only fixed payments are included in the Company’s lease liability calculation. Lease costs for the Company’s operating leases are recognized on a straight-line basis within operating expenses over the lease term. The Company’s lease agreements may contain non-lease components such as common area maintenance, operating expenses or other costs, which are expensed as incurred for all classes of assets.
Recent Accounting Pronouncements Adopted	Recent Accounting Pronouncements Adopted In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. The Company adopted the new standard effective January 1, 2022 using the modified retrospective transition approach. Upon adoption on January 1, 2022, the Company recognized ROU assets and lease liabilities totaling $15.4 million and $8.9 million, respectively, to reflect the present value of remaining lease payments under existing lease arrangements. The Company applied the modified retrospective transition approach and did not recast prior periods. As permitted by the standard, the Company elected the transition practical expedient package, which, among other things, allows the carryforward of historical lease classifications. The Company’s new accounting policies around leases are described in Leases, above, and in Note 6, Commitments and Contingencies. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Additionally, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, in April 2019 and ASU 2019-05, Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief, in May 2019. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The Company adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and disclosures. In December 2019, the FASB issued ASU No. 2019-12. Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The standard simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improves consistent application by clarifying and amending existing guidance. The Company adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and disclosures.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Cash, Cash Equivalents and Restricted Cash


	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	61,473	$	37,590
Restricted cash	500		500
Cash, cash equivalents and restricted cash	$	61,973	$	38,090

Schedule of Cash, Cash Equivalents and Restricted Cash


	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	61,473	$	37,590
Restricted cash	500		500
Cash, cash equivalents and restricted cash	$	61,973	$	38,090

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Property, Plant and Equipment, Net

Property, plant and equipment, net consist of the following (in thousands):


	March 31, 2022		December 31, 2021
Land	$	31,243	$	31,243
Laboratory equipment	14,036		13,962
Buildings(1)	6,034		6,034
Office and computer equipment	2,225		2,239
Leasehold improvements	1,793		1,836
Manufacturing equipment	1,669		1,717
Vehicles	64		64
Construction work-in-progress	87,501		67,883
Total property, plant and equipment, gross	144,565		124,978
Less: accumulated depreciation	(3,734)		(2,979)
Total property, plant and equipment, net	$	140,831	$	121,999

______________________________________________________________

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	March 31, 2022		December 31, 2021
Accrued construction costs	$	13,191	$	11,928
Accrued compensation and benefits	6,982		12,085
Accrued research and development expenses	4,112		4,234
Operating lease liabilities, current	1,914		—
Accrued operational expenses	1,357		5,292
Other current liabilities	643		910
Total accrued expenses and other current liabilities	$	28,199	$	34,449

Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis:


	As of March 31, 2022
	Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets
Money market funds	$	39,730	$	—	$	—	$	39,730
U.S. Treasury bills	—		318,047		—		318,047
Total	$	39,730	$	318,047	$	—	$	357,777
Financial Liabilities
Contingent consideration	$	—	$	—	$	11,975	$	11,975

	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets
Money market funds	$	18,493	$	—	$	—	$	18,493
U.S. Treasury bills	—		416,509		—		416,509
Total	$	18,493	$	416,509	$	—	$	435,002
Financial Liabilities
Contingent consideration	$	—	$	—	$	12,321	$	12,321

Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Summary of Marketable Securities

Marketable securities classified as available-for-sale on March 31, 2022 and December 31, 2021, consisted of the following (in thousands):


	March 31, 2022
	Maturity	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. Treasury bills	Less than one year	$	318,419	$	—	$	(373)	$	318,047


	December 31, 2021
	Maturity	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. Treasury bills	Less than one year	$	416,559	$	—	$	(50)	$	416,509

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lease Cost

Information related to the Company's operating ROU assets and related lease liability was as follows (in thousands, except for years and percentages):

The Company's lease costs consist of the following (in thousands):


	Three Months Ended March 31, 2022
Short-term lease cost	$	167
Operating lease cost	1,323
Variable leases cost	218
Total lease cost	$	1,708

The following table summarizes cash flow information related to the Company’s lease obligations (in thousands):


	Three Months Ended March 31, 2022
Cash paid for operating lease liabilities	$	605

The following table summarizes the Company’s lease assets and liabilities (in thousands):


	As of March 31, 2022
Operating lease right-of-use assets	$	14,497
Current operating lease liabilities	$	1,914
Non-current operating lease liabilities	$	6,526

The following table summarizes other supplemental information related to the Company’s lease obligations:


	As of March 31, 2022
Weighted-average remaining lease term (in years)	4.10
Weighted-average discount rate	6.75	%

Schedule of Future Minimum Lease Payments

Future minimum lease payments under operating lease liabilities were (in thousands):


	As of March 31, 2022
2022 (remaining nine months)	$	1,799
2023	2,351
2024	2,214
2025	1,940
2026	1,276
Total future lease payments	9,580
Less: imputed interest	1,140
Total lease liability balance	8,440
Less: current portion of operating lease liabilities	1,914
Total operating lease liabilities, non-current	$	6,526

Schedule of Future Minimum Lease Payments

Future minimum lease payments under noncancellable operating leases were (in thousands):


	As of December 31, 2021
2022	$	2,411
2023	2,354
2024	2,215
2025	1,936
2026	1,272
Total	$	10,188

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense

The following table sets forth stock-based compensation included in the Company’s statement of operations and comprehensive loss (in thousands):


	Three Months Ended March 31,
	2022		2021
Research and development expense	$	3,229	$	1,405
General and administrative expense	4,264		1,407
Total stock-based compensation expense	$	7,493	$	2,812

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share for the periods presented due to their anti-dilutive effect:


	March 31,
	2022	2021
Stock options to purchase common stock	23,396,618	18,118,103

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands			3 Months Ended
	Mar. 23, 2021 USD ($) $ / shares shares	Mar. 12, 2021	Mar. 31, 2022 USD ($) segment shares	Dec. 31, 2021 USD ($) shares	Mar. 31, 2021 shares	Mar. 24, 2021 shares	Dec. 31, 2020 shares
Subsidiary, Sale of Stock [Line Items]
Stock split (in shares)		1.2
Shares sold (in shares)	18,400,000
Price per share sold (in dollars per share) \| $ / shares	$ 20.00
Net proceeds from sale of stock \| $	$ 339,000
Shares issued upon conversion (in shares)	89,220,699
Common stock, shares authorized (in shares)	300,000,000		300,000,000	300,000,000
Convertible preferred stock, shares authorized (in shares)	10,000,000					10,000,000
Convertible preferred stock outstanding (in shares)			0		0	0	70,176,046
Number of segments \| segment			1
Operating lease right-of-use assets \| $			$ 14,497
Lease liabilities \| $			$ 8,440
Cumulative Effect, Period of Adoption, Adjustment
Subsidiary, Sale of Stock [Line Items]
Operating lease right-of-use assets \| $				$ 15,400
Lease liabilities \| $				$ 8,900
Underwriter purchase option
Subsidiary, Sale of Stock [Line Items]
Shares sold (in shares)	2,400,000

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 61,473	$ 37,590
Restricted cash	500	500
Cash, cash equivalents and restricted cash	$ 61,973	$ 38,090	$ 609,689	$ 241,764

Balance Sheet Components - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property, plant and equipment, gross	$ 144,565	$ 124,978
Less: accumulated depreciation	(3,734)	(2,979)
Total property, plant and equipment, net	140,831	121,999
Land
Property, Plant and Equipment [Line Items]
Total property, plant and equipment, gross	31,243	31,243
Laboratory equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment, gross	14,036	13,962
Buildings
Property, Plant and Equipment [Line Items]
Total property, plant and equipment, gross	6,034	6,034
Office and computer equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment, gross	2,225	2,239
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property, plant and equipment, gross	1,793	1,836
Manufacturing equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment, gross	1,669	1,717
Vehicles
Property, Plant and Equipment [Line Items]
Total property, plant and equipment, gross	64	64
Construction work-in-progress
Property, Plant and Equipment [Line Items]
Total property, plant and equipment, gross	$ 87,501	$ 67,883

Balance Sheet Components - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation expense	$ 0.9	$ 0.4

Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued construction costs	$ 13,191	$ 11,928
Accrued compensation and benefits	6,982	12,085
Accrued research and development expenses	4,112	4,234
Operating lease liabilities, current	1,914
Accrued operational expenses	1,357	5,292
Other current liabilities	643	910
Total accrued expenses and other current liabilities	$ 28,199	$ 34,449
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Total accrued expenses and other current liabilities

Fair Value Measurement - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
U.S. Treasury bills
Financial Assets
U.S. Treasury bills	$ 318,047	$ 416,509
Fair Value, Recurring
Financial Assets
Total	357,777	435,002
Financial Liabilities
Contingent consideration	11,975	12,321
Fair Value, Recurring \| U.S. Treasury bills
Financial Assets
U.S. Treasury bills	318,047	416,509
Fair Value, Recurring \| Level 1
Financial Assets
Total	39,730	18,493
Financial Liabilities
Contingent consideration	0	0
Fair Value, Recurring \| Level 1 \| U.S. Treasury bills
Financial Assets
U.S. Treasury bills	0	0
Fair Value, Recurring \| Level 2
Financial Assets
Total	318,047	416,509
Financial Liabilities
Contingent consideration	0	0
Fair Value, Recurring \| Level 2 \| U.S. Treasury bills
Financial Assets
U.S. Treasury bills	318,047	416,509
Fair Value, Recurring \| Level 3
Financial Assets
Total	0	0
Financial Liabilities
Contingent consideration	11,975	12,321
Fair Value, Recurring \| Level 3 \| U.S. Treasury bills
Financial Assets
U.S. Treasury bills	0	0
Money market funds \| Fair Value, Recurring
Financial Assets
Money market funds	39,730	18,493
Money market funds \| Fair Value, Recurring \| Level 1
Financial Assets
Money market funds	39,730	18,493
Money market funds \| Fair Value, Recurring \| Level 2
Financial Assets
Money market funds	0	0
Money market funds \| Fair Value, Recurring \| Level 3
Financial Assets
Money market funds	$ 0	$ 0

Financial Instruments - Summary of Investments (Details) - U.S. Treasury bills - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 318,419	$ 416,559
Unrealized Gains	0	0
Unrealized Losses	(373)	(50)
Fair Value	$ 318,047	$ 416,509

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Rent expense	$ 0.5
Contractual commitment		$ 52.0	$ 63.2
Minimum
Lessee, Lease, Description [Line Items]
Original lease terms		2 years
Maximum
Lessee, Lease, Description [Line Items]
Original lease terms		5 years

Commitments and Contingencies - Lease Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Short-term lease cost	$ 167
Operating lease cost	1,323
Variable leases cost	218
Total lease cost	1,708
Cash paid for operating lease liabilities	605
Operating lease right-of-use assets	14,497
Current operating lease liabilities	1,914
Non-current operating lease liabilities	$ 6,526
Weighted-average remaining lease term (in years)	4 years 1 month 6 days
Weighted-average discount rate	6.75%

Commitments and Contingencies - Future Minimum Payments (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2022 (remaining nine months)	$ 1,799
2023	2,351
2024	2,214
2025	1,940
2026	1,276
Total future lease payments	9,580
Less: imputed interest	1,140
Total lease liability balance	8,440
Operating lease liabilities, current	1,914
Total operating lease liabilities, non-current	$ 6,526
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2022		$ 2,411
2023		2,354
2024		2,215
2025		1,936
2026		1,272
Total		$ 10,188

Equity - Narrative (Details) $ / shares in Units, $ in Millions		1 Months Ended
	Mar. 23, 2021 $ / shares shares	Nov. 30, 2020 USD ($) shares	Mar. 31, 2022 vote shares	Dec. 31, 2021 shares	Mar. 31, 2021 shares	Mar. 24, 2021 $ / shares shares	Dec. 31, 2020 shares
Equity [Abstract]
Common stock, votes per share \| vote			1
Promissory note \| $		$ 1.1
Promissory note secured by pledge, number of shares (in shares)		3,200,000
Interest rate		2.50%
Promissory note, term		5 years
Promissory note, days prior to filing of first registration statement		1 day
Shares sold (in shares)	18,400,000
Price per share sold (in dollars per share) \| $ / shares	$ 20.00
Common stock, shares outstanding (in shares)			129,217,916	129,028,278
Shares issued upon conversion (in shares)	89,220,699
Convertible preferred stock outstanding (in shares)			0		0	0	70,176,046
Convertible preferred stock, shares authorized (in shares)	10,000,000					10,000,000
Convertible preferred stock, par value (in dollars per share) \| $ / shares						$ 0.000001
Convertible preferred stock issued (in shares)			0

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future issuance (in shares)	6,647,121
Shares authorized (in shares)	12,854,437
Unrecognized compensation cost	$ 101.1
Stock options to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, recognition period	2 years 10 months 24 days
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)		1,237,000

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 7,493	$ 2,812
Research and development expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	3,229	1,405
General and administrative expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 4,264	$ 1,407

Net Loss Per Share (Details) - shares	3 Months Ended
Net Loss Per Share (Details) - shares	Mar. 31, 2022	Mar. 31, 2021
Stock options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	23,396,618	18,118,103