CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
| Common stock, shares, issued | 53,287,990 | 52,280,077 |
| Common stock, shares, outstanding | 53,287,990 | 52,280,077 |
Pay vs Performance Disclosure - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
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| Pay vs Performance Disclosure | ||
| Net Income (Loss) | $ (7,198) | $ (27,344) |
Insider Trading Arrangements - shares |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
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| Trading Arrangements, by Individual | ||
| Material Terms of Trading Arrangement | On March 27, 2024, Michelle Gilson, Chief Financial Officer, modified a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c), initially adopted as of December 18, 2023, to sell up to 109,174 shares of Arcellx, Inc. common stock between June 26, 2024 and June 29, 2025, subject to certain conditions. The duration of this trading plan is 367 days, or earlier if all transactions under the trading arrangement are completed. The actual number of shares subject to the trading plan will be reduced by sales to satisfy tax withholding obligations in connection with the vesting of restricted stock units.
On March 28, 2024, Kavita Patel, a Director of the Company, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 92,979 shares of Arcellx, Inc. common stock between June 27, 2024 and June 28, 2025, subject to certain conditions. The duration of this trading plan is 365 days. |
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| Michelle Gilson | ||
| Trading Arrangements, by Individual | ||
| Name | Michelle Gilson | |
| Title | Chief Financial Officer | |
| Rule 10b5-1 Arrangement Adopted | true | |
| Adoption Date | December 18, 2023 | |
| Termination Date | June 29, 2025 | |
| Arrangement Duration | 367 days | |
| Aggregate Available | 109,174 | |
| Rule 10b51 Arr Modified Flag | true | |
| Trd Arr Modified Date | March 27, 2024 | |
| Kavita Patel | ||
| Trading Arrangements, by Individual | ||
| Name | Kavita Patel | |
| Title | Director | |
| Rule 10b5-1 Arrangement Adopted | true | |
| Adoption Date | March 28, 2024 | |
| Termination Date | June 28, 2025 | |
| Arrangement Duration | 365 days | |
| Aggregate Available | 92,979 |
Nature of the Business |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Nature of The Business | 1. Nature of the Business
Organization
Arcellx, Inc. (Arcellx or the Company) was incorporated in Delaware in December 2014 and is headquartered in Redwood City, California. The Company is a clinical-stage biopharmaceutical company reimagining cell therapy through the development of innovative therapies for patients with cancer and other incurable diseases.
Liquidity
As of March 31, 2024, the Company had $691.0 million of cash, cash equivalents and marketable securities, which management believes will be sufficient to meet the Company’s anticipated operating and capital expenditure requirements for at least twelve months following the date of issuance of these financial statements. |
Summary of Significant Accounting Policies |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and the related rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the results of operations and cash flows for the periods presented have been included.
Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or for any future period. The balance sheet as of December 31, 2023 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements.
The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2024. There have been no significant changes to our accounting policies as described in Note 2, Summary of significant accounting policies, in the notes to the Consolidated Financial Statements in Item 8 of Part II of the Form 10-K.
The accompanying condensed consolidated financial statements include the accounts of Arcellx, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU No.2023-07 "Improvements to Reportable Segment Disclosures" which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.
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Fair Value of Financial Instruments |
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| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments
The fair value of the Company’s financial assets by level within the fair value hierarchy were as follows (in thousands):
The fair value of financial assets categorized within Level 1 of the fair value hierarchy is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. The fair value of financial assets categorized within Level 2 of the fair value hierarchy is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models, such as interest rates and yield curves that can be corroborated by observable market data.
The Company did not transfer any assets measured at fair value on a recurring basis between levels during the three months ended March 31, 2024 or the year ended December 31, 2023. |
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| Cash, Cash Equivalents, and Marketable Securities | 4. Cash, Cash Equivalents and Marketable Securities
Available-for-sale marketable securities were as follows (in thousands):
The fair value of available-for-sale marketable securities by contractual maturity as of March 31, 2024 and December 31, 2023 were as follows (in thousands):
The Company had 42 and 8 securities in an unrealized loss position as of March 31, 2024 and December 31, 2023, respectively. All securities in an unrealized loss position as of March 31, 2024 and December 31, 2023 had been in a loss position for less than twelve months. Unrealized losses on available-for-sale marketable securities as of March 31, 2024 and December 31, 2023 were not significant and were primarily due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities. Accordingly, no allowance for credit losses related to the Company’s available-for-sale marketable securities was recorded for the three months ended March 31, 2024 and for the year ended December 31, 2023. The Company does not intend to sell these securities and it is unlikely that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.
As of March 31, 2024 and December 31, 2023, the Company recognized $3.1 million and $1.4 million, respectively, of accrued interest receivable from available-for-sale securities within prepaid expenses and other current assets on the condensed consolidated balance sheets.
The following table reconciles cash, cash equivalents and restricted cash per the condensed consolidated balance sheets to the condensed consolidated statements of cash flows (in thousands):
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Related Parties |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Related Party Transactions [Abstract] | |
| Related Parties | 5. Related Parties Relationship and transactions with Gilead Sciences, Inc. (Gilead)
As of March 31, 2024, Gilead held approximately 13% of the Company's outstanding common stock. These holdings resulted from Gilead's investment in the Company of $100.0 million, by purchasing 3,478,261 shares of common stock at a per share price of $28.75 pursuant to a Common Stock Purchase Agreement (Gilead SPA) with Gilead Sciences, Inc. (Gilead) and of $200.0 million, by purchasing 3,242,542 shares of common stock at a per share price of $61.68 pursuant to a second Common Stock Purchase Agreement with Gilead (the "Second Gilead SPA"). See Note 6 for further discussion of the agreements with Gilead.
The Company partnered anito-cel with Kite Pharma, Inc., a Gilead company (Kite), through its co-development/co-commercialization collaboration agreement, as described in more detail in Note 6 Collaboration Agreement. As of March 31, 2024, the Company had $143.3 million in contract liability pursuant to the Kite Collaboration Agreement and its amendment, of which $112.1 million represented the long-term portion of contract liability. For the three months ended March 31, 2024, the Company recognized $39.3 million in revenue under the Kite Collaboration Agreement and its amendment. See Note 6 for further discussion of the Kite Collaboration Agreement. |
Collaboration Agreement |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Collaboration Agreement [Abstract] | |
| Collaboration Agreement | 6. Collaboration Agreement
In December 2022, the Company entered into the Kite Collaboration Agreement, the Gilead SPA and a standstill and stock restriction agreement with Gilead (the Standstill Agreement). Upon closing in January 2023, Kite made an upfront payment of $225.0 million and obtained a license to co-develop and co-commercialize anito-cel, and next-generation autologous and non-autologous CAR-T cell therapy products that use the same D-domain BCMA binder used in anito-cel, in each case for the treatment of multiple myeloma. The Company also granted Kite the ability to negotiate a development and commercialization license for the inclusion of a limited number of pre-specified additional autologous CAR-T-cell therapy products for the treatment of multiple myeloma, which can only be exercised by Kite after the Company provides to Kite a phase 1 clinical study report. Gilead made an equity investment of $100.0 million by purchasing 3,478,261 shares of Arcellx common stock at a fixed per share price of $28.75 pursuant to the Gilead SPA, which represented a $15.3 million discount on the sale of the Company’s common stock based on the share price on the date of closing.
In November 2023, the Company entered into an amendment to its Kite Collaboration Agreement, the Second Gilead SPA and an amended and restated standstill and stock restriction agreement with Gilead (the “Amended Standstill Agreement”). Upon closing in December 2023, Kite commenced negotiation of a license for the Company’s ARC-SparX program, ACLX-001, in multiple myeloma. The Company and Kite have also expanded the scope of the collaboration for the Company’s anito-cel to include lymphomas, which is subject to further negotiation by both parties in order to be developed and is therefore not a performance obligation at contract inception and as of March 31, 2024. In connection with the amendment to the Kite Collaboration Agreement, the Company received a $85.0 million upfront cash payment and are eligible for additional potential milestone payments, to offset prespecified development costs over a limited period of time. Gilead made an equity investment of $200.0 million by purchasing 3,242,542 shares of Arcellx common stock at a fixed per share price of $61.68 pursuant to the Second Gilead SPA, which represented a $15.6 million premium on the sale of the Company’s common stock based on the share price on the date of closing.
Under the Kite Collaboration Agreement and its amendment, the Company will be eligible to receive clinical, regulatory, and commercial milestone payments of up to $598.3 million, $935.0 million and $507.5 million, for anito-cel, each next-generation autologous CAR-T cell therapy product, and each non-autologous CAR-T cell therapy product, respectively. In the United States, the Company and Kite will equally share profits and losses from the commercialization of anito-cel and any next-generation autologous CAR-T cell therapy product for which the Company has exercised its option to co-promote with Kite (collectively, the Co-Promote Products). The Company has the option to designate next-generation autologous CAR-T therapy product as a Co-Promote Product after Kite provides the first phase 1 clinical study report for such product with the proposed core development plan and budget. For Co-Promote Products outside of the United States and for any other products worldwide that are not a Co-Promote Product (Non-Co-Promote Products), including any next-generation autologous CAR-T cell therapy product for which the company has opted out of designating as a Co-Promote Product, the Company will be eligible for tiered royalties in the low to mid teen percentages. The Company and Kite will jointly develop the Co-Promote Products in accordance with mutually agreed development plans and development budgets. On a Co-Promote Product-by-Co-Promote Product basis, the Company may, upon advance written notice to Kite, opt out of sharing development costs and profits and losses from the commercialization of such Co-Promote Product (for example, anito-cel), in which case, it will become a Non-Co-Promote Product and eligible for tiered royalties in the low to mid teen percentages.
Other than certain items expressly set forth in the Kite Collaboration Agreement and its amendment, the out-of-pocket development costs for activities conducted in the United States for Co-Promote Products will be shared equally by the Company and Kite. The out-of-pocket development costs for activities conducted outside the United States as part of a global clinical trial for Co-Promote Products will be borne 60% by Kite and 40% by the Company, however Kite will be solely responsible for its costs for country-specific clinical trials and chemistry, manufacturing and control (CMC) commercial readiness. Kite will be solely responsible for the conduct of development and commercialization of the Non-Co-Promote Products at its sole cost. In the United States, the Company and Kite will be jointly responsible for commercialization of the Co-Promote Products. Kite will manufacture the licensed products and bear the CMC commercial readiness costs and capital expenses, except that the Company is responsible for manufacturing anito-cel prior to transferring the manufacturing process to Kite and the parties share associated out-of-pocket costs. Reimbursement costs expected to be received from Kite or paid to Kite represent variable consideration and are included in the estimated transaction price.
The Company’s promises under the Kite Collaboration Agreement include development, manufacture, and commercialization licenses, research and development activities, manufacturing activities, and the transfer of manufacturing know-how to Kite (collectively, the research and development services). These promises represent a single combined performance obligation as the promises are not distinct from each other. The Company determined that the license and research and development services are combined based on the specialized nature of the Company’s know-how and manufacturing process.
The Company evaluated the amendment to the Kite Collaboration Agreement and determined that the contract modifications should be accounted for as changes to the original contract, as the services to be provided after the contract modification are not distinct from those services already provided.
The Company uses a cost-based input method to measure proportional performance and to calculate the corresponding amount of revenue to recognize. In applying the cost-based input method of revenue recognition, the Company measures actual costs incurred relative to budgeted costs to fulfill the combined performance obligation. These costs consist primarily of third-party contract costs. Revenue is recognized based on actual costs incurred as a percentage of total budgeted costs as the Company completes its performance obligations. The Company uses the expected value method and most-likely-amount method to estimate variable consideration and will re-evaluate the transaction price in each reporting period, as uncertain events are resolved or other changes in circumstances occur.
During the three months ended March 31, 2024, revenue recognized that was included in the contract liability balance at the beginning of the period was $39.3 million. During the three months ended March 31, 2024, revenue recognized from performance obligations satisfied in previous periods was $10.6 million, primarily due to the changes in scope of the amendment to the Kite Collaboration Agreement. As of March 31, 2024, the amount of the transaction price that has not been recognized as revenue was $120.7 million, which will be recognized as revenue over the period of time the Company is performing the research and development activities. |
Commitments and Contingencies |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Commitments and Contingencies [Abstract] | |
| Commitments and Contingencies | 7. Commitments and Contingencies
Commercial and Development Milestones
We have entered into contracts in the normal course of business with CROs, CMOs, and other third parties for preclinical research studies and testing, clinical trials, and manufacturing services. These contracts do not contain any minimum purchase commitments and are cancelable by us upon prior notice. For such contracts, payments due upon cancellation consist only of payments for services provided and expenses incurred, including non-cancelable obligations of our service providers, up to the date of cancellation. We have also entered into agreements with certain vendors for the provision of goods and services, which include manufacturing services with CMOs and development services with CROs. These agreements may include certain provisions for purchase obligations and termination obligations that could require payments for the cancellation of committed purchase obligations or for early termination of the agreements. The amount of the cancellation or termination payments vary and are based on the timing of the cancellation or termination and the specific terms of the agreement. In addition, certain agreements with our CMOs and third-party vendors contain (a) development and commercial milestone payments and low single-digit royalties on worldwide net sales for certain products we sell that incorporate certain goods provided by our manufacturers and suppliers, (b) development milestones of up to $25.3 million in the aggregate and (c) commercial milestones of up to $52.0 million in the aggregate, along with royalty buyout provisions.
Purchase Commitments
The Company conducts product research and development programs through a combination of internal and collaborative programs that include, among others, arrangements with universities, contract research organizations and clinical research sites. The Company has contractual arrangements with these organizations; however, these contracts are generally cancelable on 30 days’ notice and the obligations under these contracts are largely based on services performed.
Contingencies
From time to time, the Company may be subject to various litigation and related matters arising in the ordinary course of business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. As of March 31, 2024 and December 31, 2023, the Company was not involved in any material legal proceedings.
Indemnification Agreements
As permitted under Delaware law, the Company indemnifies its executive officers and directors for certain events or occurrences while the executive officer or director is, or was, serving at our request in such capacity. The term of this indemnification is for the officer’s or director’s lifetime. Additionally, the Company has entered into and expects to continue to enter into indemnification agreements with certain executive officers and directors. Further, in the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date however, the Company has not incurred any material costs as a result of such indemnifications nor experienced any losses related to them. As of March 31, 2024, the Company was not aware of any claims under indemnification arrangements and does not expect significant claims related to these indemnification obligations. Therefore, no related reserves were established. |
Accrued Liabilities |
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| Accrued Liabilities | 8. Accrued Liabilities Accrued liabilities consist of the following (in thousands):
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Stockholders' Equity |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Equity [Abstract] | |
| Stockholders' Equity | 9. Stockholders' Equity
"At-the-Market" Offering Program
In May 2023, the Company entered into a sales agreement (Sales Agreement) with Stifel, Nicolaus & Company (Stifel) with respect to an at-the-market (ATM) offering program under which the Company may issue and sell, from time to time and at management’s sole discretion, shares of the Company’s common stock, in an aggregate offering amount of up to $350.0 million. No sales of the Company stock have been made under this arrangement as of March 31, 2024.
Gilead SPA and Second Gilead SPA
On January 26, 2023, the Company issued and sold an aggregate of 3,478,261 shares of common stock in a private placement to Gilead at a price of $28.75 per share for an aggregate purchase price of $100.0 million. The shares were sold pursuant to the Gilead SPA in connection with the Kite Collaboration Agreement and the transaction is considered part of the arrangement. The shares were sold at a discount of $4.39 per share as compared to the closing price of the stock on the date of the expiration of anti-trust provisions and accordingly, the $15.3 million discount is reflected as an increase to additional paid-in capital and decrease to the total fixed transaction price in the arrangement. See Note 6 - Collaboration Agreement.
On December 28, 2023, the Company issued and sold an aggregate of 3,242,542 shares of common stock in a private placement to Gilead at a price of $61.68 per share for an aggregate purchase price of $200.0 million. The shares were sold pursuant to the Second Gilead SPA in connection with the amendment to the Kite Collaboration Agreement and the transaction is considered part of the arrangement. The shares were sold at a premium of $4.80 per share as compared to the closing price of the stock on the date of the expiration of anti-trust provisions and accordingly, the $15.6 million premium is reflected as an increase to additional paid-in capital and decrease to the total fixed transaction price in the arrangement. See Note 6 - Collaboration Agreement.
Common Stock
Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any. As of the date of the filing of this Quarterly Report on Form 10-Q, no dividends have been declared or paid by the Company. In the event of any liquidation or dissolution of the Company, the holders of common stock are entitled to the assets of the Company legally available for distribution. |
Income Taxes |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Income Tax Disclosure [Abstract] | |
| Income Taxes | 10. Income Taxes The Company recorded an income tax provision of zero and $0.3 million for the three months ended March 31, 2024 and 2023, respectively. The primary difference in tax expense as compared to the same period from prior year is a result of larger stock-based compensation excess tax benefit in the current year period. Based on the available objective evidence during the three months ended March 31, 2024, the Company maintains a full valuation allowance against its net deferred tax assets as the Company believes it is not more likely than not that the benefit will be realized. The primary difference between the effective tax rate and the statutory tax rate relates to the change in valuation allowance. |
Net Loss Per Share Attributable to Common Stockholders |
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| Net Loss Per Share Attributable to Common Stockholders | 11. Net Loss Per Share Attributable to Common Stockholders The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:
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Summary of Significant Accounting Policies (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation and Consolidation | Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and the related rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the results of operations and cash flows for the periods presented have been included.
Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or for any future period. The balance sheet as of December 31, 2023 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements.
The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2024. There have been no significant changes to our accounting policies as described in Note 2, Summary of significant accounting policies, in the notes to the Consolidated Financial Statements in Item 8 of Part II of the Form 10-K. The accompanying condensed consolidated financial statements include the accounts of Arcellx, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements
In November 2023, the FASB issued ASU No.2023-07 "Improvements to Reportable Segment Disclosures" which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In December 2023, the FASB issued ASU No.2023-09 "Improvements to Income Tax Disclosures" which requires incremental annual disclosures around income tax rate reconciliation, income taxes paid and other related disclosures. This guidance requires prospective application and permits retrospective application to prior periods presented. The Company plans to adopt it beginning with its 2025 annual report to be filed in early 2026. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
Fair Value of Financial Instruments (Tables) |
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Fair Value of Company's Financial Assets | The fair value of the Company’s financial assets by level within the fair value hierarchy were as follows (in thousands):
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Cash, Cash Equivalents and Marketable Securities (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Marketable Securities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Available-for-sale Marketable Securities | Available-for-sale marketable securities were as follows (in thousands):
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| Schedule of Fair Value of Available-For-Sale Marketable Securities by Contractual Maturity Date | The fair value of available-for-sale marketable securities by contractual maturity as of March 31, 2024 and December 31, 2023 were as follows (in thousands):
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| Schedule of Cash, Cash Equivalents and Restricted Cash | The following table reconciles cash, cash equivalents and restricted cash per the condensed consolidated balance sheets to the condensed consolidated statements of cash flows (in thousands):
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Accrued Liabilities (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Liabilities, Current [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands):
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Net Loss Per Share Attributable to Common Stockholders (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share |
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Nature of the Business - Additional Information (Details) $ in Millions |
Mar. 31, 2024
USD ($)
|
|---|---|
| Class of Stock [Line Items] | |
| Cash, cash equivalents and marketable securities | $ 691.0 |
Fair Value of Financial Instruments - Schedule of Fair Value of Company's Financial Assets (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Assets | ||
| Money market fund (short-term restricted cash) | $ 208 | $ 1,903 |
| Certificate of deposit (long-term restricted cash) | 2,418 | 2,418 |
| Marketable securities | 536,447 | 334,602 |
| Level 1 | Recurring | ||
| Assets | ||
| Money market fund (cash equivalent) | 154,721 | 393,096 |
| Money market fund (short-term restricted cash) | 208 | 1,903 |
| Total assets measured at fair value | 154,929 | 394,999 |
| Level 2 | Recurring | ||
| Assets | ||
| Total assets measured at fair value | 538,865 | 337,020 |
| Level 2 | Recurring | Certificates of Deposit | ||
| Assets | ||
| Certificate of deposit (long-term restricted cash) | 2,418 | 2,418 |
| Level 2 | Recurring | Commercial Paper | ||
| Assets | ||
| Marketable securities | 26,737 | |
| Level 2 | Recurring | Corporate Debt | ||
| Assets | ||
| Marketable securities | 5,982 | |
| Level 2 | Recurring | Government Agency | ||
| Assets | ||
| Marketable securities | $ 536,447 | $ 301,884 |
Cash, Cash Equivalents and Marketable Securities - Schedule of Available-for-sale Marketable Securities (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Marketable Securities [Line Items] | ||
| Amortized costs | $ 536,959 | $ 334,056 |
| Gross Unrealized Gains | 82 | 584 |
| Gross Unrealized Loss | (594) | (38) |
| Fair Value | 536,447 | 334,602 |
| Commercial Paper | ||
| Marketable Securities [Line Items] | ||
| Amortized costs | 26,752 | |
| Gross Unrealized Loss | (15) | |
| Fair Value | 26,737 | |
| Corporate Debt | ||
| Marketable Securities [Line Items] | ||
| Amortized costs | 5,988 | |
| Gross Unrealized Loss | (7) | |
| Fair Value | 5,982 | |
| Government Agency | ||
| Marketable Securities [Line Items] | ||
| Amortized costs | 536,959 | 301,315 |
| Gross Unrealized Gains | 82 | 584 |
| Gross Unrealized Loss | (594) | (16) |
| Fair Value | $ 536,447 | $ 301,884 |
Cash, Cash Equivalents and Marketable Securities - Schedule of Fair Value of Available-For-Sale Marketable Securities by Contractual Maturity Date (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Marketable Securities [Abstract] | ||
| Due in 1 year or less | $ 419,345 | $ 307,434 |
| Due in 1 - 2 years | 117,102 | 27,168 |
| Total | $ 536,447 | $ 334,602 |
Cash, Cash Equivalents and Marketable Securities - Additional Information (Details) $ in Millions |
Mar. 31, 2024
USD ($)
Condition
|
Dec. 31, 2023
USD ($)
Condition
|
|---|---|---|
| Marketable Securities [Line Items] | ||
| Number of securities in an unrealized loss position | Condition | 42 | 8 |
| Allowance for credit losses | $ 0.0 | $ 0.0 |
| Prepaid Expenses and Other Current Assets | ||
| Marketable Securities [Line Items] | ||
| Accrued interest receivable | $ 3.1 | $ 1.4 |
Cash, Cash Equivalents and Marketable Securities - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
Mar. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|---|---|
| Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||||
| Cash and cash equivalents | $ 154,574 | $ 394,583 | $ 274,892 | |
| Restricted cash | 2,626 | 2,501 | ||
| Total | $ 157,200 | $ 398,904 | $ 277,393 | $ 66,680 |
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Prepaid Expense and Other Assets, Current [Abstract] | ||
| Total prepaid expenses and other current assets | $ 14,606 | $ 12,443 |
Commitments and Contingencies - Additional Information (Details) $ in Millions |
Mar. 31, 2024
USD ($)
|
|---|---|
| Related Party Transaction [Line Items] | |
| Contracts cancelable period | 30 days |
| Maximum amount of development milestones to be paid by company | $ 25.3 |
| Maximum amount of development milestones to be paid by company | $ 52.0 |
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Accrued Liabilities, Current [Abstract] | ||
| Research and development accrued expenses | $ 7,824 | $ 4,559 |
| Accrued bonus | 2,479 | 5,529 |
| Other current liabilities | 23,630 | 8,214 |
| Total accrued liabilities | $ 33,933 | $ 18,302 |
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Lessee Disclosure [Abstract] | ||
| Financing cash flows from finance leases | $ 7,589 | $ 4,929 |
Stockholders' Equity - Additional Information (Details) - USD ($) |
3 Months Ended | |||
|---|---|---|---|---|
Dec. 28, 2023 |
Jan. 26, 2023 |
Mar. 31, 2024 |
May 31, 2023 |
|
| Class of Stock [Line Items] | ||||
| Common stock aggregate offering maximum amount under at the market program | $ 350,000,000 | |||
| Common stock voting rights | one vote | |||
| Kite Collaboration Agreement | ||||
| Class of Stock [Line Items] | ||||
| Discount on shares sold price per share | $ 4.39 | |||
| Reduction of deemed discount on shares sold | $ 15,300,000 | |||
| Premium on shares sold price per share | $ 4.8 | |||
| Increase in deemed premium on shares sold | $ 15,600,000 | |||
| Common Stock | ||||
| Class of Stock [Line Items] | ||||
| Dividends declared or paid | $ 0 | |||
| Private Placement | Gilead SPA and Second Gilead SPA | ||||
| Class of Stock [Line Items] | ||||
| Shares purchased | 3,242,542 | 3,478,261 | ||
| Sale of stock, price per share | $ 61.68 | $ 28.75 | ||
| Proceeds from issuance of private placement | $ 200,000,000 | $ 100,000,000 | ||
| At-the-Market Offering | ||||
| Class of Stock [Line Items] | ||||
| Sale of stock, number of shares issued in transaction | 0 |
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Income Tax Disclosure [Abstract] | ||
| Income tax provision | $ 0 | $ 329 |