0001789769-23-000035 | 10-K | XBRL Viewer

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Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Mar. 29, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 285.7
Entity Common Stock, Shares Outstanding		130,079,097
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission (SEC) subsequent to the date hereof pursuant to Regulation 14A in connection with the registrant's 2023 Annual Meeting of Stockholders, are incorporated by reference into Part III of this Annual Report on Form 10-K. Such proxy statement will be filed with the SEC not later than 120 days after the conclusion of the registrant's fiscal year ended December 31, 2022.
Amendment Flag	false
Entity Central Index Key	0001789769
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	San Diego, California

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 43,716	$ 37,590
Marketable securities	217,204	416,509
Prepaid expenses and other current assets	8,458	9,921
Total current assets	269,378	464,020
Property, plant and equipment, net	196,880	121,999
Operating lease right-of-use assets	12,457	0
Intangible assets	0	10,104
Goodwill	0	5,722
Other long-term assets	3,413	8,138
Total assets	482,128	609,983
Current liabilities:
Accounts payable	2,359	5,568
Accrued expenses and other current liabilities	30,069	34,449
Contingent consideration, current portion	360	1,341
Total current liabilities	32,788	41,358
Contingent consideration, net of current portion	7,882	10,980
Operating lease liabilities, non-current	5,171	0
Deferred tax liabilities	0	2,426
Other long-term liabilities	332	20
Loan payable	72,350	0
Total liabilities	118,523	54,784
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock, par value $0.000001 per share; 10,000,000 shares authorized; zero shares issued and outstanding as of December 31, 2022, and 2021	0	0
Common stock, par value $0.000001 per share; 300,000,000 shares authorized; 130,079,097 and 129,028,278 shares issued and outstanding as of December 31, 2022, and 2021, respectively	0	0
Additional paid-in capital	788,992	757,003
Accumulated other comprehensive loss	(493)	(87)
Accumulated deficit	(424,894)	(201,717)
Total stockholders’ equity	363,605	555,199
Total liabilities and stockholders’ equity	$ 482,128	$ 609,983

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 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 issued (in shares)	130,079,097	129,028,278
Common stock, shares outstanding (in shares)	130,079,097	129,028,278

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses:
Research and development	$ 141,056	$ 107,251
General and administrative	62,235	48,309
Total restructuring and impairment charges	23,167	0
Total operating expenses	226,458	155,560
Loss from operations	(226,458)	(155,560)
Interest income	3,655	80
Interest expense	(1,883)	0
Other expense, net	(564)	(1,275)
Loss before income tax expense	(225,250)	(156,755)
Income tax benefit (expense)	2,073	(39)
Net loss	(223,177)	(156,794)
Other comprehensive income (loss):
Foreign currency translation	9	246
Unrealized loss on available-for-sale securities, net	(415)	(50)
Net comprehensive loss	$ (223,583)	$ (156,598)
Net loss per share, basic (in dollars per share)	$ (1.72)	$ (1.48)
Net loss per share, diluted (in dollars per share)	$ (1.72)	$ (1.48)
Weighted-average shares used in computing net loss per share, basic (in shares)	129,512,610	105,993,230
Weighted-average shares used in computing net loss per share, diluted (in shares)	129,512,610	105,993,230
Restructuring liability balance	$ 5,434	$ 0

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 Dec. 31, 2021	0
Ending balance at Dec. 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	339,016		339,016
Conversion of redeemable convertible preferred stock (in shares)		89,220,699
Conversion of redeemable convertible preferred stock	$ 384,426		384,426
Issuance of common stock from exercises of stock options (in shares)	3,976,028	816,025
Issuance of common stock from exercises of stock options	$ 1,757		1,757
Stock-based compensation	26,197		26,197
Net loss	(156,794)				(156,794)
Other comprehensive income (loss)	196			196
Ending balance (in shares) at Dec. 31, 2021		129,028,278
Ending balance at Dec. 31, 2021	555,199	$ 0	757,003	(87)	(201,717)
Ending balance at Dec. 31, 2022	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock from exercises of stock options (in shares)	1,050,819
Shares of common stock issued in connection with incentive stock plan (in shares)		1,050,819
Shares of common stock issued in connection with incentive stock plan	$ 1,548		1,548
Stock-based compensation	30,441		30,441
Net loss	(223,177)				(223,177)
Other comprehensive income (loss)	(406)			(406)
Ending balance (in shares) at Dec. 31, 2022		130,079,097
Ending balance at Dec. 31, 2022	$ 363,605	$ 0	$ 788,992	$ (493)	$ (424,894)

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical)	Dec. 31, 2021 $ / shares
Series C
Shares issued, price per share (in dollars per share)	$ 12.58

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (223,177)	$ (156,794)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	30,441	26,197
Non-cash lease expense	1,765	0
Foreign exchange remeasurement loss	1,391	710
Goodwill, Impairment Loss	15,826	0
Impairment of goodwill and intangible assets	1,907	0
Change in fair value of contingent consideration	(2,879)	294
Depreciation and amortization	5,987	2,752
Non-cash interest expense	(1,225)	0
Change in fair value of derivative instrument	(1,414)	0
Other, net	780	342
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(430)	(5,045)
Other long-term assets	354	(6,502)
Accounts payable	(1,806)	3,862
Operating lease liabilities	(335)	0
Long-term liabilities	1,628	0
Accrued expenses and other current liabilities	(8,977)	12,046
Net cash used in operating activities	(180,164)	(122,138)
Cash flows from investing activities:
Purchase of marketable securities	(665,046)	(1,107,565)
Maturities of marketable securities	865,350	691,000
Purchases of property, plant and equipment	(84,589)	(57,831)
Purchase of derivative financial instrument	(1,174)	0
Net cash provided by (used in) investing activities	114,541	(474,396)
Cash flows from financing activities:
Proceeds from initial public offering, net of issuance costs	0	339,016
Proceeds from issuance of convertible preferred stock, net of issuance costs	0	52,460
Proceeds from exercise of stock options	1,548	1,757
Proceeds from note payable	70,338	0
Other financing activities	0	(69)
Net cash provided by financing activities	71,886	393,164
Net increase (decrease) in cash, cash equivalents, and restricted cash	6,263	(203,370)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(637)	(304)
Cash, cash equivalents and restricted cash—beginning of period	38,090	241,764
Cash, cash equivalents and restricted cash—end of period	43,716	38,090
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	1,068	0
Supplemental disclosure of noncash information:
Conversion of preferred stock to common stock upon IPO	0	384,426
Purchases of property, plant and equipment in accounts payable and accrued expenses and other current liabilities	$ 12,433	$ 15,091

Organization and Description of Business	12 Months Ended
Organization and Description of Business	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of BusinessInstil 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

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying 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 incorporated on October 14, 2020. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include but are not limited to the fair value of stock valuations prior to the Company's initial public offering, the fair value of contingent consideration payable and the estimation of fair value of goodwill and in-process research and development (IPR&D) intangible assets and associated impairment charges. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial Instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. The Company's cash and cash equivalents are held by two financial institutions in the United States ("U.S.") and one financial institution in the United Kingdom ("UK"), which management believes to be financially sound, and accordingly, minimal credit risk exists with respect to the financial institutions. At times, the Company's deposits held in the U.S. and UK may exceed the Federal Depository Insurance Corporation and Financial Services Compensation Scheme, respectively, insured limits. During the years ended December 31, 2022 and 2021, the Company has not experienced any credit losses in such accounts or marketable securities.

Risks and Uncertainties

The Company is subject to a number of risks similar to other development-stage biopharmaceutical companies, including but not limited to, dependency on the clinical and commercial success of its product candidates, ability to obtain regulatory approval of its product candidates, uncertainty of broad adoption of its approved products, if any,

by physicians and patients, manufacturing, the need to obtain adequate additional funding, significant competition, and protection of its intellectual property portfolio.

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 consolidated financial statements has been adjusted to reflect this stock split. The accompanying 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 underwriter's purchase option, after deducting underwriting discounts and commissions of $25.8 million and other offering expenses of $3.2 million, was $339.0 million.

Concurrent with the IPO, all then-outstanding shares of the Company's convertible preferred stock outstanding (see Note 8) 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 defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision-maker in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined it operates in a single operating segment and has 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 sheet as of December 31, 2021. The Company did not have restricted cash on the consolidated balance sheet as of December 31, 2022.

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 income (loss). Realized gains on available-for-sale securities are included in net loss in the period earned or incurred. As of December 31, 2022, marketable securities consisted of U.S. Treasury bills that the Company classifies within marketable securities on the consolidated balance sheets.

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 consolidated

balance sheets and a realized loss within other expense in the consolidated statements of operations and comprehensive loss. For the year ended December 31, 2022, there were no impairment losses for the investments.

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):


	December 31,
	2022		2021
Cash and cash equivalents	$	43,716	$	37,590
Restricted cash	—		500
Cash, cash equivalents and restricted cash	$	43,716	$	38,090

Fair Value Measurement

Assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company measures fair value based on a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:

Level 1 —Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 —Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the assets or liabilities. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

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

In determining fair value, the Company utilize quoted market prices, or valuation techniques that maximize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

Property, Plant and Equipment, Net

Property, plant and equipment, with the exception of land, is stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheets and the resulting gain or loss is reflected in the consolidated statement of operations and comprehensive loss. The estimated useful lives of the Company’s property, plant and equipment are as follows:


Laboratory equipment			5 years
Manufacturing equipment			5 years
Office and computer equipment			3 years
Building			35 years
Leasehold improvements			Shorter of remaining lease term or estimated useful life

The Company owns land and buildings that it is in the process of developing for its U.S. operations. As described in Note 3, the clinical manufacturing building has been completed and is ready for its intended use. The commercial building is still in development and depreciation will commence once the commercial manufacturing facility is ready for its intended use. A variety of costs are incurred in the development of a property. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when the development project is substantially complete and placed into service to begin depreciation involves a degree of judgment. The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, and construction costs. When the development project is substantially complete and available for occupancy, the Company ceases capitalization of costs other than costs to improve the functionality or extend the useful lives of property, plant and equipment included as part of the project.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset over its remaining useful life. If such assets are impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. If the useful life is shorter than originally estimated, the Company depreciates or amortizes the remaining carrying value over the revised shorter useful life. Assets to be disposed of by sale are reflected at the lower of their carrying amount or fair value less cost to sell. To date, the Company has recorded impairment losses on long-lived assets associated with a sustained decrease in the Company's stock price and the Plan implemented on December 2, 2022 for a strategic prioritization of the Company’s preclinical and clinical development programs. The Company recognized a non-cash impairment charge of $1.9 million during the fourth quarter of 2022. The impairment charge was recorded in the consolidated statements of operations and comprehensive loss in the line item “restructuring and impairment charges.” See Note 12 for more information.

Business Combinations

The Company evaluates acquisitions of assets and related liabilities and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the requirements of a business.

The Company accounts for its business combinations using the acquisition method of accounting which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their full fair value as of the date it obtains control. The Company has determined the fair value of assets acquired and liabilities assumed based upon management's estimates of the fair values of assets acquired and liabilities assumed in the acquisitions. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable assets acquired. The Company accounts for contingent considerations at the acquisition-date fair value as part of the consideration transferred in the transaction and remeasures at fair value for each reporting period.

While management has used its best estimates and assumptions to measure the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, not to exceed one year from the date of acquisition, any changes in the estimated fair values of the net assets recorded for the acquisition will result in an adjustment to goodwill. Upon the conclusion of the measurement period of final determination of the values of assets acquired or liabilities assumed, whichever comes first, the Company records any subsequent adjustments to the consolidated statements of operations and comprehensive loss. Acquisition-related costs, such as legal and consulting fees, are expensed as incurred.

The Company accounts for an asset acquisition by recognizing net assets based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given. Goodwill is not recognized in an asset acquisition; any excess consideration transferred over the fair value of the net assets acquired is allocated to the non-monetary identifiable assets and liabilities assumed based on relative fair values. Acquired IPR&D is expensed as incurred provided there is no alternative future use.

Goodwill and other Indefinite Lived Intangible Assets

Indefinite-lived intangible assets consist of goodwill and IPR&D acquired in a business combination.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment at least annually or more frequently if a triggering event occurs . The Company’s impairment tests are based on a single operating segment and reporting unit structure. If the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized for the excess of the carrying value of the reporting unit over its fair value (see Note 12).

IPR&D assets represent the fair value of incomplete research and development projects that had not reached technological feasibility as of the date of acquisition; initially, these are classified as IPR&D and are not subject to amortization. Once these research and development projects are completed, the asset balances are transferred from IPR&D to acquisition-related developed technology and are subject to amortization from this point forward. The Company reviews IPR&D for possible impairment annually or more frequently if events or changes in circumstances indicate that carrying amount may not be recoverable. Significant assumptions inherent in the evaluation and measurement of impairment include, but are not limited to, external factors such as industry and economic trends, and internal factors such as changes in the Company’s business strategy and the Company’s forecasts for specific projects (see Note 12). During the year ended December 31, 2022, there was $15.8 million in impairment of Goodwill & IPR&D recognized in the consolidated statement of operations and comprehensive loss in the line item "restructuring and impairment charges".

Grant Proceeds

The Company receives government grants in the UK for the furtherance of certain research and development projects. Grant proceeds are recognized when all conditions of such grants are fulfilled or there is a reasonable assurance that they will be fulfilled. Grant proceeds are classified as a reduction of research and development expenses. For the years ended December 31, 2022 and 2021, $1.6 million and $1.7 million, of grant proceeds were recognized in research and development expenses on the Company’s consolidated statements of operations and comprehensive loss, respectively.

Research and Development Expenses

Research and development (“R&D”) costs are expensed as incurred. Advance payments for research and development activities are deferred as prepaid expenses, classified as current or noncurrent on the Company’s consolidated balance sheets based on the estimated timing the related services will be performed and are expensed as the related services are performed. Costs incurred by third parties pursuant to contracts with research institutions and clinical research organizations are expensed as the contracted work is performed. The Company accrues for costs incurred as the services are being provided by monitoring the status of the trial or project and the invoices received from the external service providers. The Company adjusts its accrual as actual costs become known. If the actual timing of the performance of services or the level of effort varies significantly from the estimate, the Company will adjust the accrual accordingly. The Company has not experienced any material differences between accrued costs and actual costs incurred since its inception.

Research and development expenses are presented net of government grants, as described above, and R&D tax and expenditure credits from the UK government, which are recognized over the period necessary to match the reimbursement with the related costs when it is probable that the Company has complied with any conditions

attached and will receive the reimbursement. Reimbursable R&D tax and expenditure credits were $3.1 million and $1.8 million in the years ended December 31, 2022 and 2021, respectively.

Stock-Based Compensation

The Company measures its stock-based awards granted to employees, non-employee directors, consultants and independent advisors based on the estimated grant date fair value of the awards. For stock-based awards with only service conditions, compensation expense is recognized over the requisite service period using the straight-line method. For stock-based awards that include performance conditions, compensation expense is not recognized until the performance condition is probable to occur. The Company uses the Black-Scholes option pricing model to estimate the fair value of its stock-based awards. The Black-Scholes option pricing model requires the Company to make assumptions and judgements about the variables used in the calculations, including the fair value of common stock, expected term, expected volatility of the Company’s common stock, risk-free interest rate and expected dividend yield. The Company accounts for forfeitures of stock-based awards as they occur.

Income Taxes

Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts or existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of enactment. The Company records a valuation allowance to reduce deferred tax assets to an amount expected to be realized.

The Company recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based on the merits of the position. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits.

Foreign Currency

The Company’s reporting currency is the U.S. dollar. The functional currency of the Company’s subsidiary located in the United Kingdom is the British Sterling. Balance sheets prepared in the functional currency are translated to the reporting currency at exchange rates in effect at the end of the accounting period, except for stockholders’ deficit accounts, which are translated at rates in effect when these balances were originally recorded. Revenue and expense accounts are translated using an average exchange rate in effect during the period. The resulting foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive loss in the accompanying consolidated balance sheets.

Gains and losses resulting from exchange rate changes on intercompany transactions denominated in a currency other than the local currency are included in earnings as incurred as the related amounts are expected to be repaid in the foreseeable future.

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of the Company’s common stock outstanding for the period, without consideration for potential dilutive shares of common stock. For purposes of the diluted net loss per share calculation, convertible preferred stock and common stock options are considered to be potentially dilutive securities. Diluted net loss per share is the same as basic net loss per share for each period presented since the effects of potentially dilutive securities are antidilutive given the net loss of the Company.

Comprehensive Loss

Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. For the year ended December 31, 2022, comprehensive loss consists of foreign currency translation adjustments, and unrealized loss on available-for-sale securities net of tax. For the year ended December 31, 2021, comprehensive loss consists of foreign currency translation adjustments and unrealized loss on available-for-sale securities.

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 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 adopted the new standard Accounting Standards Updated ("ASU") No. 2016-2, Leases effective January 1, 2022 using the modified retrospective transition approach. For its long-term operating leases, the Company recognizes a right-of-use asset and a lease liability on its consolidated balance sheets.

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 estimates 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 Note 7, Commitments and Contingencies, regarding the Company’s leases, below.

Recent Accounting Pronouncements Adopted

In February 2016, the Financial Accounting Standards Board ("FASB") issued 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. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. 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 $12.5 million and $7.6 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 7, 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 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 consolidated financial statements and disclosures.

Balance Sheet Components

12 Months Ended

Dec. 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):


	December 31,
	2022		2021
Land	$	31,243	$	31,243
Laboratory equipment	19,050		13,962
Buildings(1)	32,778		6,034
Office and computer equipment	4,969		2,239
Leasehold improvements	4,340		1,836
Manufacturing equipment	8,803		1,717
Vehicles	64		64
Construction work-in-progress	104,117		67,883
Total property, plant and equipment, gross	205,364		124,978
Less: accumulated depreciation	(8,484)		(2,979)
Total property, plant and equipment, net	$	196,880	$	121,999

______________________________________________________________

(1) Relates to a building which was developed as part of the Company’s clinical manufacturing facility in Tarzana, California. The building was placed into service and ready for its intended use as of the end of the quarter ended June 30, 2022.

For the years ended December 31, 2022 and 2021 the Company recognized depreciation expense of $6.0 million and $2.7 million, respectively, in the consolidated statements of operations and comprehensive loss.

As of December 31, 2022 the Company is in the process of developing this land for its U.S. operations and has capitalized $104.0 million in work-in-progress costs associated with this development project. The Company’s contractual commitments for this development project are limited to unreimbursed spend by the general contractor and as such, as of December 31, 2022 and 2021, $4.0 million and $63.2 million, respectively, is contractually committed to the development of this project.

During the year ended December 31, 2022, the Company capitalized $1.2 million of interest related to qualifying expenditures for construction work-in-progress for its commercial manufacturing facility, which is not ready for its intended use.

Accrued Expenses and Other Current Liabilities

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


	December 31,
	2022		2021
Accrued construction costs	$	12,359	$	12,085
Accrued compensation and benefits	3,273		11,928
Accrued operational expenses	2,203		5,292
Accrued restructuring costs	5,434		—
Accrued research, development and clinical trial expenses	3,827		4,234
Operating lease liabilities, current	2,381		—
Current tax liabilities	—		524
Other current liabilities	592		386
Total accrued expenses and other current liabilities	$	30,069	$	34,449

Goodwill and Intangible Assets	12 Months Ended
Goodwill and Intangible Assets	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	Goodwill and Intangible Assets In March 2020, the Company acquired 100% of the share capital of Immetacyte. The acquisition was accounted for as a business combination and, accordingly, the total fair value of purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values on the acquisition date. Due to the Company’s pre-commercialization stage, many of the processes and methods used in the production of TILs were still in experimental development and pre-clinical stages and as such, resulted in a $10.1 million IPR&D asset and $5.7 million in goodwill. During December 2022, the Company realigned its preclinical and clinical development programs driven by discontinuation of its ITIL-168 development program (see Note 12). As of December 31, 2022, the Company determined that the carrying amount of its goodwill and intangible assets exceeded its fair value. The fair value was determined based on a discounted cash flow analysis, which took into account multiple factors including future cash flows, discount rates, and market conditions. As a result of this analysis, the Company recognized a non-cash impairment charge of $5.7 million for goodwill and $10.1 million for intangible assets during the fourth quarter of 2022. The impairment charge was recorded in the consolidated statements of operations and comprehensive loss in the line item “restructuring and impairment charges.”

Fair Value Measurement

12 Months Ended

Dec. 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 December 31, 2022
	Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets
Money market funds	$	22,830	$	—	$	—	$	22,830
U.S. Treasury bills	—		217,204		—		217,204
Derivative financial instrument	—		2,202		—		2,202
Total	$	22,830	$	219,406	$	—	$	242,236
Financial Liabilities
Contingent consideration	$	—	$	—	$	8,242	$	8,242

	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 years ended December 31, 2022 and 2021. As of December 31, 2022 and 2021, there were no securities within Level 3 of the fair value hierarchy. The derivative financial instrument above relates to the interest rate swap discussed in Note 7, and is included in other long-term assets in the consolidated balance sheets.

As of December 31, 2022, the fair value of the Company's Loan (as defined in Note 7) was $69.0 million. The fair value was determined on the basis of its net present value and is considered Level 2 in the fair value hierarchy (see Note 2).

The following table sets forth a summary of the changes in the fair value of the Company's Level 3 financial liabilities (in thousands):


	Year Ended December 31, 2022
Fair value, beginning balance	$	12,321
Change in fair value	(2,879)
Development milestone achieved	(1,200)
Fair value, ending balance	$	8,242


	Year Ended December 31, 2021
Fair value, beginning balance	$	12,277
Change in fair value	294
Development milestone achieved	(250)
Fair value, ending balance	$	12,321

The Company’s acquisition of Immetacyte involved the potential for the payment of future contingent consideration upon the achievement of (i) certain product development milestones including, approval of studies and commencement and completion of certain product trials, or (ii) various other performance conditions including, receipt of final approval for the first marketing authorization and first commercial sale in certain geographical markets. Contingent consideration is recorded at the estimated fair value of the contingent payments on the acquisition date. The fair value of the contingent consideration is remeasured at the estimated fair value at each reporting period with the change in fair value recognized as income or expense within research and development expense in the consolidated statements of operations and comprehensive loss.

During the year of acquisition, Company determines the fair value of the contingent consideration by probability weighting scenarios of milestone achievements to determine the expected future contingent consideration payment, discounted to present value using an 8% discount rate based on the Company’s pre-tax cost of debt on the acquisition date. The probability of payments ranged from 20% to 100% and the timing of future payments ranged from 2020 to 2026. In determining the likelihood of milestone achievements which trigger payouts related to the contingent consideration, as well as the probabilities for various scenarios used in the Company’s calculations were based on internal unobservable projections.

During the year ended December 31, 2021, the change of fair value related to the contingent consideration is due to the Company recognizing a development milestone of $0.3 million, the change in present value for the passage of time, as well as expected dates and probabilities of milestone achievement revisions. During the year ended December 31, 2021, the Company recognized a development milestone achievement, which is classified as an accrued expense in other current liabilities in the consolidated balance sheets as of December 31, 2021 and subsequently paid in 2022.

During the year ended December 31, 2022, the change of fair value related to the contingent consideration is due to the Company recognizing development milestones of $1.2 million, the discontinuation of ITIL-168 development program, the change in present value for the passage of time, as well as expected dates and probabilities of milestone achievement revisions.

- 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

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Financial Instruments

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


	December 31, 2022
	Maturity	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. Treasury bills	Less than one year	$	217,669	$	—	$	(465)	$	217,204


	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 December 31, 2022 and 2021, all marketable securities had contractual maturities less than one year, or 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. There were $217.2 million and $416.5 million marketable securities classified as available-for-sale at December 31, 2022 and 2021, respectively.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Operating Leases 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 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):

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


	Year Ended
	December 31, 2022
Short-term lease cost	$	1,155
Operating lease cost	4,852
Variable lease cost	1,096
Total lease cost	$	7,103

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


	Year Ended
	December 31, 2022
Cash paid for operating lease liabilities	$	3,258

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


	As of December 31, 2022
Operating lease right-of-use assets	$	12,457
Current operating lease liabilities	$	2,381
Non-current operating lease liabilities	$	5,171

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


	As of December 31, 2022
Weighted-average remaining lease term (in years)	3.29
Weighted-average discount rate	6.75	%

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


	As of December 31, 2022
2023	$	2,806
2024	2,417
2025	1,920
2026	1,272
Total future lease payments	8,415
Less: imputed interest	863
Total lease liability balance	7,552
Less: current portion of operating lease liabilities	2,381
Total operating lease liabilities, non-current	$	5,171

Under ASC 840, rent expense recognized under the leases was $3.0 million for the year ended December 31, 2021.

Future minimum lease payments under noncancellable operating leases as of December 31, 2021 were as follows (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

Construction Commitments

The Company’s contractual commitments for the development of the Tarzana project are limited to unreimbursed spend by the general contractor and as such, as of December 31, 2022, was $4.0 million, which is contractually committed to the development of this project.

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.

Debt

In June 2022, the Company’s wholly-owned subsidiary, Complex Therapeutics Mezzanine LLC, and the Company's wholly-owned indirect subsidiary, Complex Therapeutics LLC, entered into a mortgage construction loan and mezzanine construction loan (together, the “Loan”) secured by its Tarzana, California land and building (the “Property”) which is partially complete. The initial principal amount of the Loan was $52.1 million, with additional future principal of up to $32.9 million to fund ongoing Property construction costs. The Loan principal is payable in July 2025, with the option to extend until July 2027. As of December 31, 2022, the outstanding principal

amount under the Loan was $74.8 million and unamortized debt issuance costs were $2.4 million. The Loan is guaranteed by the Company and secured by the Property, and bears interest at one-month Secured Overnight Financing Rate, plus 5.25% per annum. The Company's effective interest rate during the year ended December 31, 2022 was approximately 7.3%. The Loan contains customary negative and affirmative covenants that include limitations on the ability of the Company to enter into significant contracts and incur additional debt. The Company is also required to maintain consolidated net worth and liquid assets of at least $85.0 million as of December 31, 2022 and 2021 as defined in the loan agreement. As of December 31, 2022, the Company was in compliance with the covenants of the Loan. The Company is also required to maintain certain insurance coverage on the Property. In connection with the Loan, the Company entered into an interest rate swap to effectively limit its maximum interest rate, as discussed in Note 5.

The net carrying amount of the Loan was as follows (in thousands):


	As of December 31, 2022
Principal amount	$	74,755
Unamortized debt issuance cost	(2,405)
Net carrying amount	$	72,350

The following table sets forth the interest expense recognized related to the Loan (in thousands):


	Year Ended
	December 31, 2022
Contractual interest expense	$	1,302
Amortization of debt issuance cost	581
Total interest expense related to the Loan	$	1,883

Indemnifications

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance coverage that reduces its exposure and enables the Company to recover a portion of any future amounts paid. No liability associated with such indemnifications was recorded as of December 31, 2022 and 2021.

Other Commitments

In the normal course of business, we enter into contracts and various purchase agreements commitments with third-party vendors for clinical research services, products and other services from third parties for operating purposes. These agreements generally provide for termination or cancellation, other than for costs already incurred. As of December 31, 2022, the Company had non-cancelable purchase commitments of approximately $18.3 million consisting mainly of contract research organizations, software and operating commitments. The Company also recorded $3.0 million in commitments elated to one-time employee termination benefits and $2.4 million in commitments for contract termination as part of the Plan (see Note 12).

Commitments and Contingencies

Operating Leases Obligations

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

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


	Year Ended
	December 31, 2022
Short-term lease cost	$	1,155
Operating lease cost	4,852
Variable lease cost	1,096
Total lease cost	$	7,103

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


	Year Ended
	December 31, 2022
Cash paid for operating lease liabilities	$	3,258

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


	As of December 31, 2022
Operating lease right-of-use assets	$	12,457
Current operating lease liabilities	$	2,381
Non-current operating lease liabilities	$	5,171

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


	As of December 31, 2022
Weighted-average remaining lease term (in years)	3.29
Weighted-average discount rate	6.75	%

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


	As of December 31, 2022
2023	$	2,806
2024	2,417
2025	1,920
2026	1,272
Total future lease payments	8,415
Less: imputed interest	863
Total lease liability balance	7,552
Less: current portion of operating lease liabilities	2,381
Total operating lease liabilities, non-current	$	5,171

Under ASC 840, rent expense recognized under the leases was $3.0 million for the year ended December 31, 2021.

Future minimum lease payments under noncancellable operating leases as of December 31, 2021 were as follows (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

Construction Commitments

Legal Proceedings

Debt

The net carrying amount of the Loan was as follows (in thousands):


	As of December 31, 2022
Principal amount	$	74,755
Unamortized debt issuance cost	(2,405)
Net carrying amount	$	72,350

The following table sets forth the interest expense recognized related to the Loan (in thousands):


	Year Ended
	December 31, 2022
Contractual interest expense	$	1,302
Amortization of debt issuance cost	581
Total interest expense related to the Loan	$	1,883

Indemnifications

Other Commitments

Equity	12 Months Ended
Equity	Dec. 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, 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 had 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 consolidated financial statements and the related stock transaction was 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 December 31, 2022, the Company had outstanding 130,079,097 shares of common stock. 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 December 31, 2022 and 2021 there were no shares of preferred stock issued nor outstanding.

- 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://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 13
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 16
-Subparagraph (b)
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
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-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Stock-Based Compensation

12 Months Ended

Dec. 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.

The number of shares available for future issuance under the 2021 Plan is the sum of (1) 8,660,000 new shares of common stock, (2) 4,194,437 remaining shares of common stock reserved under the 2018 Plan that became available for issuance upon the effectiveness of the 2021 Plan and (3) the number of shares of common stock subject to outstanding awards under the 2018 Plan when the 2021 Plan became effective that thereafter expire or are forfeited, canceled, withheld to satisfy tax withholding or to purchase or exercise an award, repurchased by the Company or are otherwise terminated. The number of shares of common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year, for a period of ten years, from January 1, 2022

continuing through January 1, 2031, by 5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s Board of Directors. Stock options granted by the Company to employees generally vest over four years with a one-year cliff.

As of December 31, 2022, 8,095,739 shares of common stock remained available for issuance under the 2021 Plan. As of December 31, 2022, the total number of shares authorized for issuance under the 2021 Plan was 12,854,437 shares.

The following summarizes option activity under the 2021 Plan:


	Shares Available for Grant	Shares Issuable Under Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contract Term (in years)	Aggregate Intrinsic Value (in thousands)
Balance, December 31, 2020	10,217,230	15,331,923	$	0.80	9.22	$	78,857
Additional Shares Authorized	8,660,000
Options granted(1)	(9,413,187)	9,413,187	$	9.96
Options forfeited	390,245	(390,245)	$	5.28
Options exercised(2)	—	(3,976,028)	$	0.44
Balance, December 31, 2021	9,854,288	20,378,837	$	5.17	8.75	$	247,880
Additional Shares Authorized	—
Options granted(1)	(6,019,321)	6,019,321	$	7.87
Options forfeited	4,260,772	(4,260,772)	$	7.69
Options exercised	—	(1,050,819)	$	1.47
Balance, December 31, 2022	8,095,739	21,086,567	$	5.61	7.22	$	711
Exercisable, December 31, 2022		9,925,790	$	3.86	6.56	$	709
Vested and expected to vest, December 31, 2022		9,925,790	$	3.86	6.56	$	709

______________________________________________________________

(1) Includes 295,237 and 2,519,137 stock options during the years ended December 31, 2022 and 2021, respectively, subject to only performance conditions.

(2) Excludes the exercise of 3,159,750 stock options that are subject to a limited recourse promissory note.

The aggregate intrinsic value disclosed in the above table is based on the difference between the exercise price of the stock option and the estimated fair value of the Company’s common stock as of the respective period-end dates. There were 1,050,819 and 3,976,028 stock options exercised during the years ended December 31, 2022 and 2021, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021, was $0 million and $66.3 million, respectively. The weighted-average grant date fair value of stock options granted during the years ended December 31, 2022 and 2021, was $5.19 and $11.59 per share, respectively.

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


	Year Ended December 31,
	2022		2021
Research and development expense	$	11,882	$	12,912
General and administrative expense	18,559		13,285
Total stock-based compensation expense	$	30,441	$	26,197

During 2022, the Company accelerated the vesting of 36,162 options held by 36 employees. As a result of that modification, the Company recognized a reversal of compensation expense of $0.2 million for the year ended December 31, 2022.

Also during 2022, the Company extended the post-termination exercise period for 1,068,544 fully vested share options held by an employee. As a result of that modification, the Company recognized additional compensation expense of $0.1 million for the year ended December 31, 2022.

As of December 31, 2022 and 2021, there was $55.0 million and $69.5 million of total unrecognized compensation cost related to unvested stock options granted under the 2021 Plan (excluding performance awards), which is expected to be recognized over a weighted average period of 1.98 years and 2.24 years, respectively.

The fair value of the Company’s stock option awards was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions:


	Year Ended December 31,
	2022				2021
Expected term (in years)	6.10		—	6.26	5.77		—	6.24
Expected volatility	72.08	%	—	74.30%	72.52	%	—	89.11%
Risk-free interest rate	1.61	%	—	4.21%	0.51	%	—	1.44%
Fair value of common stock	$1.33		—	$13.41	$5.95		—	$26.44
Expected dividend yield	—%				—%

Prior to the Company's IPO in March 2021, the fair value of the shares of common stock underlying stock options had historically been determined by the Company’s Board of Directors. Because there has been no public market for the Company’s common stock, the Board of Directors has determined fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors including important developments in the Company’s operations, contemporaneous valuations performed by an independent third party firm, sales of the Company’s convertible preferred stock, the Company’s operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price volatility of similar public companies and the lack of marketability of the Company’s common stock, among other factors. After the Company’s IPO in March 2021, the fair value of common stock is determined using the closing price of the Company’s common stock on the Nasdaq Global Select Market.

The Black-Scholes option pricing model requires the use of highly subjective assumptions which determine the fair value of stock-based awards. These assumptions include:

Expected term—The expected term represents the period that stock-based awards are expected to be outstanding and is determined as the average of the time-to-vesting and the contractual life of the awards.

Expected volatility—Since the Company is privately held and does not have any trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded biotechnology companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, stage in the life cycle or area of specialty.

Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of awards.

Expected dividend yield—The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero.

Performance Awards

During the years ended December 31, 2022 and 2021, 295,237 and 2,519,137 stock options were granted to both employees and non-employees based upon performance conditions and strategic transactions. 2022 performance grants are expected to be recognized over a weighted average period of 3.17 years, and the 2021 performance grants are expected to be recognized over a weighted average period of 2.02 years. A strategic transaction has been defined as (a) a change in control, (b) certain corporate and business goals specific to the employee's performance or employment agreement. Included in stock-based compensation expense for the year ended December 31, 2022 is $5.9 million related to awards where performance conditions were achieved. As of December 31, 2022 and 2021, the Company had $10.6 million and $21.1 million of unrecognized compensation cost relating to these performance awards, calculated using the accelerated attribution method and the grant date fair value of the awards, respectively.

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 number of shares reserved under the 2021 ESPP will automatically increase on January 1 of each year, for a period of ten years, from January 1, 2022 continuing through January 1, 2031, in an amount equal to the lesser of (i) 1% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year and (ii) 2,474,000 shares; provided, however, that before the date of any such increase, the Board of Directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). The Company has not yet commenced offerings to employees under the ESPP.

Net Loss Per Share

12 Months Ended

Dec. 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:


	December 31,
	2022	2021
Stock options to purchase common stock	21,086,817	20,378,837
Total	21,086,817	20,378,837

All outstanding shares of convertible preferred stock were converted on a 1.2-for-1 conversion ratio of shares of common stock on March 23, 2021, the date of the Company's IPO (see Note 2).

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The geographical breakdown of loss before provision for income taxes is as follows (in thousands):


	Year Ended December 31,
	2022		2021
Domestic	$	(183,994)	$	(154,778)
Foreign	(41,256)		(1,977)
Loss before income taxes	$	(225,250)	$	(156,755)

The components of the provision for income taxes are as follows (in thousands):


	Year Ended December 31,
	2022		2021
Current provision for income taxes:
Domestic	$	13	$	—
Foreign	—		—
Total current	13		—
Deferred tax provision:
Domestic	—		18
Foreign	(2,086)		21
Total deferred	(2,086)		39
Total income tax expense (benefit)	$	(2,073)	$	39

The following table presents a reconciliation of the Company’s statutory federal income tax rate and effective tax rate:


	Year Ended December 31,
	2022		2021
U.S. federal taxes at statutory rate	21.0	%	21.0	%
Research and development tax credits	—	%	0.9	%
Stock-based compensation	(2.0)	%	(3.1)	%
Permanent differences and other	0.2	%	(0.3)	%
Statutory tax rate differences	1.1	%	2.7	%
Change in valuation allowance	(19.4)	%	(21.2)	%
Total	0.9	%	—	%

The components of deferred tax liabilities consist of the following (in thousands):


	Year Ended December 31,
	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	58,259	$	36,726
Research and development credits	4,915		4,682
Accrued compensation and benefits	352		2,364
Stock-based compensation	2,781		239
Capitalized Research and Development	20,966		505
Other temporary differences	517		1,033
Total gross deferred tax assets	87,790		45,549
Less: valuation allowance	(86,285)		(42,737)
Total deferred tax assets, net	1,505		2,812
Deferred tax liabilities:
Intangible assets	—		(2,672)
Fixed assets	(420)		(2,566)
Other	(1,085)		—
Total gross deferred tax liabilities	(1,505)		(5,238)
Net deferred tax liabilities	$	—	$	(2,426)

The components of unrecognized tax benefits consist of the following (in thousands):


Balance at December 31, 2021:	$	2,339
Additions in 2022	—
Balance at December 31, 2022:	$	2,339

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the uncertainty of the business in which the Company operates, projections of future profitability are difficult and past profitability is not necessarily indicative of future profitability. The Company does not believe it is more likely than not that the deferred tax assets will be realized, and accordingly, the valuation allowance increased $43.5 million for the year ended December 31, 2022. As of December 31, 2022, the Company had net operating loss carryforwards for federal income tax purposes of $225.7 million, which will carryforward indefinitely, but may only offset 80% of the Company’s taxable income. This limitation on the net operating loss may require the Company to pay federal income taxes in future years despite generating a loss for federal income tax purposes in prior years. In addition, the Company has $25.1 million of net operating loss carryforwards available to reduce future taxable income, for California state income tax purposes for the year ended December 31, 2022. The state net operating loss carryforwards will begin to expire, if not utilized, in 2041. The Company has R&D credits of $4.1 million, and $3.7 million for federal and California, respectively, as of December 31, 2022. The federal R&D credits expire in 2040 and the California R&D credits carryforward indefinitely.

The Company files income tax returns in the U.S. federal jurisdiction, various states where the Company has employees and/or significant business activities, and the United Kingdom. As of December 31, 2022, the Company’s federal and state returns through 2019 are still open to examination. The UK returns starting from 2016 are open to examination. The Company had uncertain tax positions as of December 31, 2021 of $2.3 million and this balance remained unchanged during December 31, 2022. The Company does not anticipate that the amount of

existing unrecognized tax benefits will significantly increase or decrease during the next 12 months. The Company had no accrued interest or penalties related to uncertain tax positions as of December 31, 2022.

The Company has not completed a Section 382 study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company’s formation. Pursuant to Internal Revenue Code Sections 382 and 383, annual use of the Company’s net operating loss and research and development tax credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company’s effective tax rate.

- 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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Corporate Restructuring

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Corporate Restructuring

In December 2022, the Company’s Board of Directors approved a the Plan to implement a strategic prioritization of the Company’s preclinical and clinical development programs. The Plan is designed to reduce costs and reallocate resources to focus on advancing the Company’s CoStimulatory Antigen Receptor (CoStAR) platform and other next-generation tumor infiltrating lymphocyte (TIL) technologies. As part of the Plan, the Company’s ITIL-168 development program was discontinued, and the Company reduced its U.S. workforce by approximately 60%.

Restructuring and Impairment Charges

As a result of the Plan, in the year ended December 31, 2022, the Company recorded restructuring and impairment charges of approximately $23.2 million within the restructuring and impairment charges line item within the consolidated statements of operations and comprehensive loss. These charges relate to asset impairments, contract terminations, severance payments and other employee-related costs incurred. The following table summarizes the restructuring and impairment charges by category (in thousands):


	Year Ended December 31, 2022
Asset impairment for goodwill and intangible assets		$	15,826
Asset impairment for leasehold improvements		1,202
Asset impairment for other fixed assets		705
One-time employee termination benefits		2,995
Contract terminations		2,439
Total restructuring and impairment charges		$	23,167

Restructuring Liability

The restructuring liability was recorded in the consolidated balance sheets under “Accrued expenses and other current liabilities” and were measured at the amount expected amount to be paid. During the year ended December 31, 2022, the Company did not pay restructuring charges and expects to pay the majority of the restructuring cost within the next 12 months. The following table shows the liability related to the Plan (in thousands):


	As of December, 31 2022
One-Time Employee Termination Benefits		$	2,995
Contract Termination		2,439
Restructuring liability balance		$	5,434

Corporate Restructuring Expansion Plan

On January 30, 2023, the Company’s Board of Directors approved an expansion of its previously announced restructuring plan implementing a strategic prioritization of the Company’s preclinical and clinical development programs. In connection with the expanded restructuring plan (“the Expanded Plan”), the Company will extend its previously announced U.S. reduction in force, resulting in a team of approximately 15 in the United States to lead global business operations and approximately 65 employees in the United Kingdom for research, development, clinical studies and technical operations. The reduction is expected to be substantially completed by the end of April 2023. The Expanded Plan is designed to reduce operating expenses, which is expected to preserve financial resources and extend the Company’s cash runway beyond 2026 based on the Expanded Plan as currently contemplated. In connection with the Expanded Plan, the Company expects to transition clinical manufacturing and trial operations of ITIL-306 to its operations in the United Kingdom. In addition, the Company is evaluating opportunities for a potential sale or lease of its Tarzana, California manufacturing site, as well as subleases of other facilities currently under lease.

The Company currently estimates that it will incur charges of up to $9.0 million in connection with the Expanded Plan, consisting primarily of cash expenditures for severance payments, retention bonus payments, contract terminations and related costs, as well as non-cash expenses related to vesting of share-based awards, excluding any charges or costs associated with any potential sale of its facilities and asset impairments, if any. The Company may incur additional costs associated with its restructuring plan. The Company expects that the majority of the restructuring charges will be incurred in the next 12 months and that the execution of the Expanded Plan will be substantially complete by the end of April 2023.

The charges that the Company expects to incur in connection with the Expanded Plan are estimates and subject to a number of assumptions, and actual results may differ materially. The foregoing estimated amounts do not include any non-cash charges associated with stock-based compensation.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Use of Estimates

Concentration of Credit Risk

Concentration of Credit Risk Financial Instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. The Company's cash and cash equivalents are held by two financial institutions in the United States ("U.S.") and one financial institution in the United Kingdom ("UK"), which management believes to be financially sound, and accordingly, minimal credit risk exists with respect to the financial institutions. At times, the Company's deposits held in the U.S. and UK may exceed the Federal Depository Insurance Corporation and Financial Services Compensation Scheme, respectively, insured limits.

Risks and Uncertainties

by physicians and patients, manufacturing, the need to obtain adequate additional funding, significant competition, and protection of its intellectual property portfolio.

Segments

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents, Restricted Cash and Marketable Securities

Marketable Securities

Fair Value Measurement

Level 1 —Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

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

Property, Plant and Equipment, Net


Laboratory equipment			5 years
Manufacturing equipment			5 years
Office and computer equipment			3 years
Building			35 years
Leasehold improvements			Shorter of remaining lease term or estimated useful life

Impairment of Long-Lived Assets

Business Combinations

Goodwill and other Indefinite Lived Intangible Assets

Indefinite-lived intangible assets consist of goodwill and IPR&D acquired in a business combination.

Grant Proceeds

Grant ProceedsThe Company receives government grants in the UK for the furtherance of certain research and development projects. Grant proceeds are recognized when all conditions of such grants are fulfilled or there is a reasonable assurance that they will be fulfilled. Grant proceeds are classified as a reduction of research and development expenses.

Research and Development Expenses

attached and will receive the reimbursement.

Stock-Based Compensation

See Note 7, Commitments and Contingencies, regarding the Company’s leases, below.

Recent Accounting Pronouncements Adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Cash, Cash Equivalents and Restricted Cash


	December 31,
	2022		2021
Cash and cash equivalents	$	43,716	$	37,590
Restricted cash	—		500
Cash, cash equivalents and restricted cash	$	43,716	$	38,090

Schedule of Cash, Cash Equivalents and Restricted Cash


	December 31,
	2022		2021
Cash and cash equivalents	$	43,716	$	37,590
Restricted cash	—		500
Cash, cash equivalents and restricted cash	$	43,716	$	38,090

Schedule of Useful Lives

The estimated useful lives of the Company’s property, plant and equipment are as follows:


Laboratory equipment			5 years
Manufacturing equipment			5 years
Office and computer equipment			3 years
Building			35 years
Leasehold improvements			Shorter of remaining lease term or estimated useful life

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


	December 31,
	2022		2021
Land	$	31,243	$	31,243
Laboratory equipment	19,050		13,962
Buildings(1)	32,778		6,034
Office and computer equipment	4,969		2,239
Leasehold improvements	4,340		1,836
Manufacturing equipment	8,803		1,717
Vehicles	64		64
Construction work-in-progress	104,117		67,883
Total property, plant and equipment, gross	205,364		124,978
Less: accumulated depreciation	(8,484)		(2,979)
Total property, plant and equipment, net	$	196,880	$	121,999

______________________________________________________________

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Property, Plant and Equipment, Net

The estimated useful lives of the Company’s property, plant and equipment are as follows:


Laboratory equipment			5 years
Manufacturing equipment			5 years
Office and computer equipment			3 years
Building			35 years
Leasehold improvements			Shorter of remaining lease term or estimated useful life

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


	December 31,
	2022		2021
Land	$	31,243	$	31,243
Laboratory equipment	19,050		13,962
Buildings(1)	32,778		6,034
Office and computer equipment	4,969		2,239
Leasehold improvements	4,340		1,836
Manufacturing equipment	8,803		1,717
Vehicles	64		64
Construction work-in-progress	104,117		67,883
Total property, plant and equipment, gross	205,364		124,978
Less: accumulated depreciation	(8,484)		(2,979)
Total property, plant and equipment, net	$	196,880	$	121,999

______________________________________________________________

Schedule of Accrued Expenses and Other Current Liabilities

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


	December 31,
	2022		2021
Accrued construction costs	$	12,359	$	12,085
Accrued compensation and benefits	3,273		11,928
Accrued operational expenses	2,203		5,292
Accrued restructuring costs	5,434		—
Accrued research, development and clinical trial expenses	3,827		4,234
Operating lease liabilities, current	2,381		—
Current tax liabilities	—		524
Other current liabilities	592		386
Total accrued expenses and other current liabilities	$	30,069	$	34,449

Fair Value Measurement (Tables)

12 Months Ended

Dec. 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 December 31, 2022
	Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets
Money market funds	$	22,830	$	—	$	—	$	22,830
U.S. Treasury bills	—		217,204		—		217,204
Derivative financial instrument	—		2,202		—		2,202
Total	$	22,830	$	219,406	$	—	$	242,236
Financial Liabilities
Contingent consideration	$	—	$	—	$	8,242	$	8,242

	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

Reconciliation of Level 3 Financial Liabilities

The following table sets forth a summary of the changes in the fair value of the Company's Level 3 financial liabilities (in thousands):


	Year Ended December 31, 2022
Fair value, beginning balance	$	12,321
Change in fair value	(2,879)
Development milestone achieved	(1,200)
Fair value, ending balance	$	8,242


	Year Ended December 31, 2021
Fair value, beginning balance	$	12,277
Change in fair value	294
Development milestone achieved	(250)
Fair value, ending balance	$	12,321

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Summary of Marketable Securities

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


	December 31, 2022
	Maturity	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. Treasury bills	Less than one year	$	217,669	$	—	$	(465)	$	217,204


	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)

12 Months Ended

Dec. 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):

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


	Year Ended
	December 31, 2022
Short-term lease cost	$	1,155
Operating lease cost	4,852
Variable lease cost	1,096
Total lease cost	$	7,103

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


	Year Ended
	December 31, 2022
Cash paid for operating lease liabilities	$	3,258

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


	As of December 31, 2022
Operating lease right-of-use assets	$	12,457
Current operating lease liabilities	$	2,381
Non-current operating lease liabilities	$	5,171

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


	As of December 31, 2022
Weighted-average remaining lease term (in years)	3.29
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 December 31, 2022
2023	$	2,806
2024	2,417
2025	1,920
2026	1,272
Total future lease payments	8,415
Less: imputed interest	863
Total lease liability balance	7,552
Less: current portion of operating lease liabilities	2,381
Total operating lease liabilities, non-current	$	5,171

Schedule of Future Minimum Lease Payments Under Noncancellable Operating Leases

Future minimum lease payments under noncancellable operating leases as of December 31, 2021 were as follows (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

Schedule of Net Carrying Amount of the Loan

The net carrying amount of the Loan was as follows (in thousands):


	As of December 31, 2022
Principal amount	$	74,755
Unamortized debt issuance cost	(2,405)
Net carrying amount	$	72,350

Schedule of Interest Expense Related to the Loan

The following table sets forth the interest expense recognized related to the Loan (in thousands):


	Year Ended
	December 31, 2022
Contractual interest expense	$	1,302
Amortization of debt issuance cost	581
Total interest expense related to the Loan	$	1,883

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69E
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Option Activity

The following summarizes option activity under the 2021 Plan:


	Shares Available for Grant	Shares Issuable Under Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contract Term (in years)	Aggregate Intrinsic Value (in thousands)
Balance, December 31, 2020	10,217,230	15,331,923	$	0.80	9.22	$	78,857
Additional Shares Authorized	8,660,000
Options granted(1)	(9,413,187)	9,413,187	$	9.96
Options forfeited	390,245	(390,245)	$	5.28
Options exercised(2)	—	(3,976,028)	$	0.44
Balance, December 31, 2021	9,854,288	20,378,837	$	5.17	8.75	$	247,880
Additional Shares Authorized	—
Options granted(1)	(6,019,321)	6,019,321	$	7.87
Options forfeited	4,260,772	(4,260,772)	$	7.69
Options exercised	—	(1,050,819)	$	1.47
Balance, December 31, 2022	8,095,739	21,086,567	$	5.61	7.22	$	711
Exercisable, December 31, 2022		9,925,790	$	3.86	6.56	$	709
Vested and expected to vest, December 31, 2022		9,925,790	$	3.86	6.56	$	709

______________________________________________________________

(1) Includes 295,237 and 2,519,137 stock options during the years ended December 31, 2022 and 2021, respectively, subject to only performance conditions.

(2) Excludes the exercise of 3,159,750 stock options that are subject to a limited recourse promissory note.

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):


	Year Ended December 31,
	2022		2021
Research and development expense	$	11,882	$	12,912
General and administrative expense	18,559		13,285
Total stock-based compensation expense	$	30,441	$	26,197

Schedule of Valuation Assumptions

The fair value of the Company’s stock option awards was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions:


	Year Ended December 31,
	2022				2021
Expected term (in years)	6.10		—	6.26	5.77		—	6.24
Expected volatility	72.08	%	—	74.30%	72.52	%	—	89.11%
Risk-free interest rate	1.61	%	—	4.21%	0.51	%	—	1.44%
Fair value of common stock	$1.33		—	$13.41	$5.95		—	$26.44
Expected dividend yield	—%				—%

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of 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:


	December 31,
	2022	2021
Stock options to purchase common stock	21,086,817	20,378,837
Total	21,086,817	20,378,837

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Geographical Breakdown of Loss before Provision for Income Taxes

The geographical breakdown of loss before provision for income taxes is as follows (in thousands):


	Year Ended December 31,
	2022		2021
Domestic	$	(183,994)	$	(154,778)
Foreign	(41,256)		(1,977)
Loss before income taxes	$	(225,250)	$	(156,755)

Schedule of Components of the Provision for Income Taxes

The components of the provision for income taxes are as follows (in thousands):


	Year Ended December 31,
	2022		2021
Current provision for income taxes:
Domestic	$	13	$	—
Foreign	—		—
Total current	13		—
Deferred tax provision:
Domestic	—		18
Foreign	(2,086)		21
Total deferred	(2,086)		39
Total income tax expense (benefit)	$	(2,073)	$	39

Schedule of Effective Income Tax Rate Reconciliation

The following table presents a reconciliation of the Company’s statutory federal income tax rate and effective tax rate:


	Year Ended December 31,
	2022		2021
U.S. federal taxes at statutory rate	21.0	%	21.0	%
Research and development tax credits	—	%	0.9	%
Stock-based compensation	(2.0)	%	(3.1)	%
Permanent differences and other	0.2	%	(0.3)	%
Statutory tax rate differences	1.1	%	2.7	%
Change in valuation allowance	(19.4)	%	(21.2)	%
Total	0.9	%	—	%

Schedule of Deferred Tax Assets and Liabilities

The components of deferred tax liabilities consist of the following (in thousands):


	Year Ended December 31,
	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	58,259	$	36,726
Research and development credits	4,915		4,682
Accrued compensation and benefits	352		2,364
Stock-based compensation	2,781		239
Capitalized Research and Development	20,966		505
Other temporary differences	517		1,033
Total gross deferred tax assets	87,790		45,549
Less: valuation allowance	(86,285)		(42,737)
Total deferred tax assets, net	1,505		2,812
Deferred tax liabilities:
Intangible assets	—		(2,672)
Fixed assets	(420)		(2,566)
Other	(1,085)		—
Total gross deferred tax liabilities	(1,505)		(5,238)
Net deferred tax liabilities	$	—	$	(2,426)

Schedule of Unrecognized Tax Benefits Roll Forward

The components of unrecognized tax benefits consist of the following (in thousands):


Balance at December 31, 2021:	$	2,339
Additions in 2022	—
Balance at December 31, 2022:	$	2,339

Corporate Restructuring (Tables)

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Schedule of Total Amount Expected to be Incurred and Liability

The following table summarizes the restructuring and impairment charges by category (in thousands):


	Year Ended December 31, 2022
Asset impairment for goodwill and intangible assets		$	15,826
Asset impairment for leasehold improvements		1,202
Asset impairment for other fixed assets		705
One-time employee termination benefits		2,995
Contract terminations		2,439
Total restructuring and impairment charges		$	23,167

Schedule of Realignment Non-cash Charges

The following table shows the liability related to the Plan (in thousands):


	As of December, 31 2022
One-Time Employee Termination Benefits		$	2,995
Contract Termination		2,439
Restructuring liability balance		$	5,434

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 23, 2021 USD ($) $ / shares shares	Mar. 12, 2021	Mar. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($) shares	Mar. 24, 2021 shares	Dec. 31, 2020 shares
Subsidiary, Sale of Stock [Line Items]
Stock split (in shares)		1.2
Underwriting discounts and commissions			$ 25,800
Other offering expenses			$ 3,200
Net proceeds from sale of stock	$ 339,000
Shares issued upon conversion (in shares) \| shares	89,220,699
Common stock, shares authorized (in shares) \| shares							300,000,000
Convertible preferred stock, shares authorized (in shares) \| shares							10,000,000
Convertible preferred stock outstanding (in shares) \| shares						0	0	70,176,046
Number of segments \| segment					1
Impairment of long lived asset held for use				$ 1,900
Impairment of goodwill and intangible assets					$ 15,800
Grant proceeds					1,600	$ 1,700
Reimbursable research and development tax and expenditure credits					3,100	$ 1,800
Accounting standards update, extensible enumeration						Accounting Standards Update 2016-02 [Member]
Operating lease right-of-use assets				12,457	12,457	$ 0
Total lease liability balance				$ 7,552	$ 7,552
Cumulative Effect, Period of Adoption, Adjustment
Subsidiary, Sale of Stock [Line Items]
Operating lease right-of-use assets						12,500
Total lease liability balance						$ 7,600
IPO
Subsidiary, Sale of Stock [Line Items]
Shares sold (in shares) \| shares	18,400,000
Price per share sold (in dollars per share) \| $ / shares	$ 20.00
Underwriter purchase option
Subsidiary, Sale of Stock [Line Items]
Shares sold (in shares) \| shares	2,400,000

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 43,716	$ 37,590
Restricted cash	0	500
Cash, cash equivalents and restricted cash	$ 43,716	$ 38,090	$ 241,764

Summary of Significant Accounting Policies - Useful Life (Details)	12 Months Ended
	Dec. 31, 2022
Laboratory equipment
Property, Plant and Equipment [Line Items]
Useful life	5 years
Manufacturing equipment
Property, Plant and Equipment [Line Items]
Useful life	5 years
Office and computer equipment
Property, Plant and Equipment [Line Items]
Useful life	3 years
Building
Property, Plant and Equipment [Line Items]
Useful life	35 years

Balance Sheet Components - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property, plant and equipment, gross	$ 205,364	$ 124,978
Less: accumulated depreciation	(8,484)	(2,979)
Total property, plant and equipment, net	196,880	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	19,050	13,962
Buildings
Property, Plant and Equipment [Line Items]
Total property, plant and equipment, gross	32,778	6,034
Office and computer equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment, gross	4,969	2,239
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property, plant and equipment, gross	4,340	1,836
Manufacturing equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment, gross	8,803	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	$ 104,117	$ 67,883

Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 6,000	$ 2,700
Payments to acquire buildings	84,589	$ 57,831
Work in progress	104,000
Construction work-in-progress
Property, Plant and Equipment [Line Items]
Interest related to qualifying expenditures	$ 1,200

Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued construction costs	$ 12,359	$ 12,085
Accrued compensation and benefits	3,273	11,928
Accrued operational expenses	2,203	5,292
Accrued restructuring costs	5,434	0
Accrued research, development and clinical trial expenses	3,827	4,234
Operating lease liabilities, current	2,381	0
Current tax liabilities	0	524
Other current liabilities	592	386
Total accrued expenses and other current liabilities	$ 30,069	$ 34,449
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Total accrued expenses and other current liabilities

Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Goodwill, Impairment Loss			$ 15,826	$ 0
Immetacyte
Goodwill [Line Items]
Percentage of share capital acquired	100.00%
IPR&D assets acquired	$ 10,100
Goodwill acquired	$ 5,700
Goodwill, Impairment Loss		$ 5,700
Impairment of intangibles		$ 10,100

Fair Value Measurement - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Financial Assets
U.S. Treasury bills	$ 217,200	$ 416,500
U.S. Treasury bills
Financial Assets
U.S. Treasury bills	217,204	416,509
Fair Value, Recurring
Financial Assets
Derivative financial instrument	2,202
Total	242,236	435,002
Financial Liabilities
Contingent consideration	8,242	12,321
Fair Value, Recurring \| U.S. Treasury bills
Financial Assets
U.S. Treasury bills	217,204	416,509
Fair Value, Recurring \| Money market funds
Financial Assets
Money market funds	22,830	18,493
Fair Value, Recurring \| Level 1
Financial Assets
Derivative financial instrument	0
Total	22,830	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 1 \| Money market funds
Financial Assets
Money market funds	22,830	18,493
Fair Value, Recurring \| Level 2
Financial Assets
Derivative financial instrument	2,202
Total	219,406	416,509
Financial Liabilities
Contingent consideration	0	0
Fair Value, Recurring \| Level 2 \| U.S. Treasury bills
Financial Assets
U.S. Treasury bills	217,204	416,509
Fair Value, Recurring \| Level 2 \| Money market funds
Financial Assets
Money market funds	0	0
Fair Value, Recurring \| Level 3
Financial Assets
Derivative financial instrument	0
Total	0	0
Financial Liabilities
Contingent consideration	8,242	12,321
Fair Value, Recurring \| Level 3 \| U.S. Treasury bills
Financial Assets
U.S. Treasury bills	0	0
Fair Value, Recurring \| Level 3 \| Money market funds
Financial Assets
Money market funds	$ 0	$ 0

Fair Value Measurement - Narrative (Details) $ in Millions	12 Months Ended
Fair Value Measurement - Narrative (Details) $ in Millions	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Other long-term assets
Contingent consideration payments	$ 1.2	$ 0.3
Measurement Input, Discount Rate
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Measurement input			0.08
Minimum
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Payment probability			20.00%
Maximum
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Payment probability			100.00%
Secured Mortgage Loan \| Level 2 \| Loans Payable
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of loan	$ 69.0

Fair Value Measurement - Level 3 Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 12,321	$ 12,277
Change in fair value	(2,879)	294
Development milestone achieved	(1,200)	250
Fair value, ending balance	$ 8,242	$ 12,321

Financial Instruments - Summary of Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Securities, Available-for-sale [Line Items]
U.S. Treasury bills	$ 217,200	$ 416,500
U.S. Treasury bills
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	217,669	416,559
Unrealized Gains	0	0
Unrealized Losses	(465)	(50)
U.S. Treasury bills	$ 217,204	$ 416,509

Financial Instruments - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Available-for-sale	$ 217.2	$ 416.5

Commitments and Contingencies - Narrative (Details) - USD ($)	1 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Rent expense			$ 3,000,000
One-time employee termination benefits \| Restructuring Plan
Lessee, Lease, Description [Line Items]
Restructuring charges		$ 2,995,000
Contract terminations \| Restructuring Plan
Lessee, Lease, Description [Line Items]
Restructuring charges		2,439,000
Non Cancelable Purchase Commitments with Contract Research Organizations
Lessee, Lease, Description [Line Items]
Non-cancelable purchase commitments		18,300,000
Non Cancelable Purchase Commitments with Contract Research Organizations \| One-time employee termination benefits \| Restructuring Plan
Lessee, Lease, Description [Line Items]
Restructuring charges		3,000,000
Non Cancelable Purchase Commitments with Contract Research Organizations \| Contract terminations \| Restructuring Plan
Lessee, Lease, Description [Line Items]
Restructuring charges		2,400,000
Secured Mortgage Loan \| Loans Payable
Lessee, Lease, Description [Line Items]
Initial principal amount	$ 52,100,000	74,755,000
Debt issuance costs		$ 2,405,000
Effective interest rate		7.30%
Covenant, minimum net worth		$ 85,000,000	85,000,000
Secured Mortgage Loan \| Loans Payable \| SOFR
Lessee, Lease, Description [Line Items]
Basis interest	5.25%
Tarzana Land and Building Acquired
Lessee, Lease, Description [Line Items]
Contractual commitment		$ 4,000,000	$ 63,200,000
Minimum
Lessee, Lease, Description [Line Items]
Original lease terms		2 years
Maximum
Lessee, Lease, Description [Line Items]
Original lease terms		5 years
Maximum \| Secured Mortgage Loan \| Loans Payable
Lessee, Lease, Description [Line Items]
Initial principal amount	$ 32,900,000

Commitments and Contingencies - Lease Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Short-term lease cost	$ 1,155
Operating lease cost	4,852
Variable lease cost	1,096
Total lease cost	7,103
Cash paid for operating lease liabilities	3,258
Operating lease right-of-use assets	12,457	$ 0
Current operating lease liabilities	2,381	0
Non-current operating lease liabilities	$ 5,171	$ 0
Weighted-average remaining lease term (in years)	3 years 3 months 14 days
Weighted-average discount rate	6.75%

Commitments and Contingencies - Future Minimum Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2023	$ 2,806
2024	2,417
2025	1,920
2026	1,272
Total future lease payments	8,415
Less: imputed interest	(863)
Total lease liability balance	7,552
Less: current portion of operating lease liabilities	(2,381)	$ 0
Total operating lease liabilities, non-current	$ 5,171	0
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

Commitments and Contingencies - Net Carrying Amount of the Liability Component of the Loan (Details) - Secured Mortgage Loan - Loans Payable - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Debt Instrument [Line Items]
Principal amount	$ 74,755,000	$ 52,100,000
Unamortized debt issuance cost	(2,405,000)
Net carrying amount	$ 72,350,000

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Commitments and Contingencies - Interest Expense Related to the Loan (Details) - Secured Mortgage Loan - Loans Payable $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Interest Expense Related to the Loan [Line Items]
Contractual interest expense	$ 1,302
Amortization of debt issuance cost	581
Total interest expense related to the Loan	$ 1,883

Equity (Details) $ / shares in Units, $ in Millions		1 Months Ended	12 Months Ended
Equity (Details) $ / shares in Units, $ in Millions	Mar. 23, 2021 $ / shares shares	Nov. 30, 2020 USD ($) shares	Dec. 31, 2021 shares	Dec. 31, 2022 vote shares	Mar. 24, 2021 $ / shares shares	Dec. 31, 2020 shares
Class of Stock [Line Items]
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
Common stock, shares outstanding (in shares)			129,028,278	130,079,097
Convertible preferred stock outstanding (in shares)			0		0	70,176,046
Issuance of convertible preferred shares (in shares)			4,174,551
Shares issued upon conversion (in shares)	89,220,699
Convertible preferred stock, shares authorized (in shares)					10,000,000
Convertible preferred stock, par value (in dollars per share) \| $ / shares					$ 0.000001
Convertible preferred stock issued (in shares)			0	0
IPO
Class of Stock [Line Items]
Shares sold (in shares)	18,400,000
Price per share sold (in dollars per share) \| $ / shares	$ 20.00

Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 31, 2021 shares	Dec. 31, 2022 USD ($) employee $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)	8,660,000	0	8,660,000
Shares available for future issuance (in shares)		8,095,739
Term to authorize additional shares		10 years
Percentage of outstanding capital stock		5.00%
Shares authorized (in shares)		12,854,437
Options exercised (in shares)		1,050,819	3,976,028
Aggregate intrinsic value of options exercised \| $		$ 0	$ 66,300
Options granted, weighted-average grant date fair value (in dollars per share) \| $ / shares		$ 5.19	$ 11.59
Total stock-based compensation expense \| $		$ 30,441	$ 26,197
Unrecognized compensation cost \| $		$ 55,000	$ 69,500
Unrecognized compensation cost, recognition period		1 year 11 months 23 days	2 years 2 months 26 days
Options granted (in shares)		6,019,321	9,413,187
Minimum number of additional shares to be authorized (in shares)	2,474,000
Share-Based Payment Arrangement, 36 Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vested (in shares)		36,162
Number of employee \| employee		36
Total stock-based compensation expense \| $		$ (200)
Share-Based Payment Arrangement, One Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vested (in shares)		1,068,544
Additional compensation expense \| $		$ 100
Stock options to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield		0.00%	0.00%
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense \| $		$ 5,900
Unrecognized compensation cost \| $		$ 10,600	$ 21,100
Options granted (in shares)		295,237	2,519,137
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term to authorize additional shares	10 years
Percentage of outstanding capital stock	1.00%
Shares authorized (in shares)	1,237,000
Weighted Average \| Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years 2 months 1 day	2 years 7 days
Share-based Payment Arrangement, Tranche One \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years
Share-based Payment Arrangement, Tranche One \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		1 year
2018 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future issuance (in shares)		4,194,437

Stock-Based Compensation - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Shares Available for Grant
Beginning balance (in shares)		9,854,288	10,217,230
Additional Shares Authorized (in shares)	8,660,000	0	8,660,000
Options granted (in shares)		(6,019,321)	(9,413,187)
Options forfeited (in shares)		4,260,772	390,245
Ending balance (in shares)		8,095,739	9,854,288	10,217,230
Shares Issuable Under Options
Beginning balance (in shares)		20,378,837	15,331,923
Options granted (in shares)		6,019,321	9,413,187
Options forfeited (in shares)		(4,260,772)	(390,245)
Options exercised (in shares)		(1,050,819)	(3,976,028)
Ending balance (in shares)		21,086,567	20,378,837	15,331,923
Exercisable (in shares)		9,925,790
Vested and expected to vest (in shares)		9,925,790
Weighted- Average Exercise Price
Beginning balance (in dollars per share)		$ 5.17	$ 0.80
Options granted (in dollars per share)		7.87	9.96
Options forfeited (in dollars per share)		7.69	5.28
Options exercised (in dollars per share)		1.47	0.44
Ending balance (in dollars per share)		5.61	$ 5.17	$ 0.80
Exercisable, weighted-average exercise price (in dollars per share)		3.86
Vested and expected to vest, weighted-average exercise price (in dollars per share)		$ 3.86
Balance, weighted-average remaining contract term		7 years 2 months 19 days	8 years 9 months	9 years 2 months 19 days
Exercisable, weighted-average remaining contract term		6 years 6 months 21 days
Vested and expected to vest, weighted-average remaining contract term		6 years 6 months 21 days
Balance, aggregate intrinsic value		$ 711	$ 247,880	$ 78,857
Exercisable, aggregate intrinsic value		709
Vested and expected to vest, aggregate intrinsic value		$ 709
Performance Shares
Shares Available for Grant
Options granted (in shares)		(295,237)	(2,519,137)
Shares Issuable Under Options
Options granted (in shares)		295,237	2,519,137
Stock options subject to limited recourse promissory note
Shares Issuable Under Options
Options exercised (in shares)			(3,159,750)

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 30,441	$ 26,197
Research and development expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	11,882	12,912
General and administrative expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 18,559	$ 13,285

Stock-Based Compensation - Valuation Assumption (Details) - Stock option - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum	72.08%	72.52%
Expected volatility, maximum	74.30%	89.11%
Risk-free interest rate, minimum	1.61%	0.51%
Risk-free interest rate, maximum	4.21%	1.44%
Expected dividend yield	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 1 month 6 days	5 years 9 months 7 days
Fair Value of Common Stock (in dollars per share)	$ 1.33	$ 5.95
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 3 months 3 days	6 years 2 months 26 days
Fair Value of Common Stock (in dollars per share)	$ 13.41	$ 26.44

Net Loss Per Share (Details)		12 Months Ended
Net Loss Per Share (Details)	Mar. 23, 2021	Dec. 31, 2022 shares	Dec. 31, 2021 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)		21,086,817	20,378,837
Conversion ratio	1.2
Stock options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)		21,086,817	20,378,837

Income Taxes - Loss before Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ (183,994)	$ (154,778)
Foreign	(41,256)	(1,977)
Loss before income tax expense	$ (225,250)	$ (156,755)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Income Taxes - Current and Deferred Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current provision for income taxes:
Domestic	$ 13	$ 0
Foreign	0	0
Total current	13	0
Deferred tax provision:
Domestic	0	18
Foreign	(2,086)	21
Total deferred	(2,086)	39
Total income tax expense (benefit)	$ (2,073)	$ 39

- Definition

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

+ References + Details

Income Taxes - Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. federal taxes at statutory rate	21.00%	21.00%
Research and development tax credits	0.00%	0.90%
Stock-based compensation	(2.00%)	(3.10%)
Permanent differences and other	0.20%	(0.30%)
Statutory tax rate differences	1.10%	2.70%
Change in valuation allowance	(19.40%)	(21.20%)
Total	0.90%	0.00%

Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$ 58,259	$ 36,726
Research and development credits	4,915	4,682
Accrued compensation and benefits	352	2,364
Stock-based compensation	2,781	239
Capitalized Research and Development	20,966	505
Other temporary differences	517	1,033
Total gross deferred tax assets	87,790	45,549
Less: valuation allowance	(86,285)	(42,737)
Total deferred tax assets, net	1,505	2,812
Deferred tax liabilities:
Intangible assets	0	(2,672)
Fixed assets	(420)	(2,566)
Other	(1,085)	0
Total gross deferred tax liabilities	(1,505)	(5,238)
Net deferred tax liabilities	$ 0	$ (2,426)

Income Taxes - Unrecognized Tax Benefits (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at December 31, 2021:	$ 2,339
Additions in 2022	0
Balance at December 31, 2022:	$ 2,339

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Increase in valuation allowance	$ (43,500)
Uncertain tax positions	2,339	$ 2,339
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	225,700
Federal \| Research & Development credits
Operating Loss Carryforwards [Line Items]
Tax credits carryforward	4,100
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	25,100
State \| Research & Development credits
Operating Loss Carryforwards [Line Items]
Tax credits carryforward	$ 3,700

Corporate Restructuring - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring liability balance	$ 5,434	$ 0
Asset impairment and other	15,800
Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Restructuring liability balance	5,434
Asset impairment and other	15,826
Expected restructuring costs remaining	9,000
Restructuring Plan \| Software and Software Development Costs
Restructuring Cost and Reserve [Line Items]
Impairment of goodwill and intangible assets	$ 705

Corporate Restructuring - Restructuring costs by category (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Asset impairment and other	$ 15,800
Total restructuring and impairment charges	23,167	$ 0
Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Asset impairment and other	15,826
Total restructuring and impairment charges	23,167
Restructuring Plan \| One-time employee termination benefits
Restructuring Cost and Reserve [Line Items]
Restructuring charges	2,995
Restructuring Plan \| Contract terminations
Restructuring Cost and Reserve [Line Items]
Restructuring charges	2,439
Restructuring Plan \| Leasehold improvements
Restructuring Cost and Reserve [Line Items]
Impairment of goodwill and intangible assets	$ 1,202

Corporate Restructuring - Restructuring Liability (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring liability balance	$ 5,434	$ 0
Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Restructuring liability balance	5,434
Restructuring Plan \| One-time employee termination benefits
Restructuring Cost and Reserve [Line Items]
Restructuring liability balance	2,995
Restructuring Plan \| Contract terminations
Restructuring Cost and Reserve [Line Items]
Restructuring liability balance	$ 2,439