0000950170-22-003175 | 10-K | XBRL Viewer

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Consolidated Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 161,405,000	$ 34,791,000
Prepaid expenses and other current assets	4,249,000	1,654,000
Total current assets	165,654,000	36,445,000
Property and equipment, net	11,765,000	5,659,000
Right-of-use assets	5,491,000	6,873,000
Restricted cash	5,031,000	595,000
Long-term deposit	166,000	166,000
Total assets	188,107,000	49,738,000
Current liabilities:
Accounts payable	1,765,000	2,910,000
Accrued expenses and other current liabilities	6,517,000	2,494,000
Operating lease liability, current portion	1,651,000	1,415,000
Deferred revenue, current portion	11,410,000	10,627,000
Total current liabilities	21,343,000	17,446,000
Deferred revenue, net of current portion	1,497,000	8,816,000
Operating lease liability, net of current portion	4,392,000	6,019,000
Other long term liabilities	97,000	238,000
Total liabilities	27,329,000	32,519,000
Commitments and contingencies (Note 10)
Convertible preferred stock (Note 6)		59,681,000
Stockholders' equity (deficit):
Additional paid-in capital	252,933,000	1,070,000
Accumulated deficit	(92,158,000)	(43,533,000)
Total stockholders' equity (deficit)	160,778,000	(42,462,000)
Total liabilities, convertible preferred stock and stockholders' equity (deficit)	188,107,000	49,738,000
Voting Common Stock
Stockholders' equity (deficit):
Common stock	2,000	$ 1,000
Non-voting Common Stock
Stockholders' equity (deficit):
Common stock	$ 1,000

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	7,063,112
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Voting Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	165,210,543
Common stock, shares issued	18,881,333	1,574,138
Common stock, shares outstanding	18,764,463	1,135,858
Non-voting Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	0
Common stock, shares issued	5,143,134	0
Common stock, shares outstanding	5,143,134	0

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue
Collaboration and license revenue	$ 10,141	$ 1,085
Revenue from Contract with Customer, Products and Services [Extensible List]	http://www.tscan.com/#CollaborationAndLicenseRevenueMember	http://www.tscan.com/#CollaborationAndLicenseRevenueMember
Operating expenses:
Research and development	$ 44,954	$ 20,577
General and administrative	13,828	6,741
Total operating expenses	58,782	27,318
Loss from operations	(48,641)	(26,233)
Other income:
Interest and other income (loss), net	16	106
Net loss	$ (48,625)	$ (26,127)
Net loss per share, basic and diluted	$ (4.17)	$ (28.52)
Weighted average common shares outstanding—basic and diluted	11,662,672	916,014

Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($)	Total	Initial Public Offering	Convertible Preferred Stock	Convertible Preferred Stock Initial Public Offering	Voting Common Stock	Non-voting Common Stock	Common Stock Voting Common Stock	Common Stock Voting Common Stock Initial Public Offering	Common Stock Non-voting Common Stock	Common Stock Non-voting Common Stock Initial Public Offering	Additional Paid-In Capital	Additional Paid-In Capital Initial Public Offering	Accumulated Deficit
Balances at Dec. 31, 2019	$ (17,138,000)										$ 268,000		$ (17,406,000)
Balances, shares at Dec. 31, 2019			7,063,104
Balances at Dec. 31, 2019			$ 59,681,000
Balances, shares at Dec. 31, 2019							642,903
Exercise of stock options	288,000						$ 1,000				287,000
Exercise of stock options, shares							142,349
Vesting of restricted common stock, shares							350,606
Stock-based compensation expense	515,000										515,000
Net loss	(26,127,000)												(26,127,000)
Balances at Dec. 31, 2020	(42,462,000)						$ 1,000				1,070,000		(43,533,000)
Balances, shares at Dec. 31, 2020			7,063,104
Balances at Dec. 31, 2020	59,681,000		$ 59,681,000
Balances, shares at Dec. 31, 2020					1,135,858	0	1,135,858
Issuance of Series C convertible preferred stock (net of issuance costs of $270 thousand)			$ 99,730,000
Issuance of Series C convertible preferred stock (net of issuance costs of $270 thousand), shares			8,553,168
Issuance of common stock, net of issuance costs	89,646,000						$ 1,000				89,645,000
Issuance of common stock, net of issuance costs, shares							6,666,667
Conversion of convertible preferred stock to common stock and non-voting common stock upon closing of initial public offering				$ 159,411,000
Conversion of convertible preferred stock to common stock and non-voting common stock upon closing of initial public offering, shares				15,616,272
Conversion of convertible preferred stock to common stock and non-voting common stock upon closing of initial public offering		$ 159,412,000								$ 1,000		$ 159,411,000
Conversion of convertible preferred stock to common stock and non-voting common stock upon closing of initial public offering, shares								10,473,138		5,143,134
Exercise of stock options	291,000										291,000
Exercise of stock options, shares							167,390
Vesting of restricted common stock, shares							321,410
Stock-based compensation expense	2,516,000										2,516,000
Net loss	(48,625,000)												(48,625,000)
Balances at Dec. 31, 2021	$ 160,778,000						$ 2,000		$ 1,000		$ 252,933,000		$ (92,158,000)
Balances, shares at Dec. 31, 2021					18,764,463	5,143,134	18,764,463		5,143,134

Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Convertible Preferred Stock
Net issuance costs	$ 270
Voting Common Stock
Net issuance costs	$ 10,400

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (48,625)	$ (26,127)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	3,328	1,230
Stock-based compensation	2,516	515
Loss of sale of property and equipment		2
Changes in current assets and liabilities:
Prepaid expenses and other assets	(2,595)	(1,205)
Right-of-use assets and lease liabilities, net	(9)	442
Accounts payable	10	1,127
Accrued expense and other liabilities	3,234	1,550
Deferred revenue	(6,536)	19,443
Net cash used in operating activities	(48,677)	(3,023)
Cash flows from investing activities:
Purchases of property and equipment	(9,941)	(4,238)
Net cash used in investing activities	(9,941)	(4,238)
Cash flows from financing activities:
Proceeds from issuance of convertible preferred stock, net of issuance costs	99,730
Proceeds from exercise of stock options	291	288
Proceeds from initial public offering, net of issuance costs	89,647
Net cash provided by financing activities	189,668	288
Net increase (decrease) in cash, cash equivalents and restricted cash	131,050	(6,973)
Cash, cash equivalents, and restricted cash - beginning of year	35,386	42,359
Cash, cash equivalents, and restricted cash - end of year	166,436	35,386
Summary of cash, cash equivalents and restricted cash reported within the consolidated balance sheets:
Cash and cash equivalents	161,405	34,791
Restricted cash	5,031	595
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows	166,436	35,386
Supplemental cash flow information:
Purchase of property and equipment in accounts payable and accrued liabilities	828	1,335
Conversion of convertible preferred stock to common stock upon closing of initial public offering	$ 159,411
Right-of-use-assets obtained in exchange for operating lease liabilities		$ 3,199

Nature of Business and Basis of Presentation

12 Months Ended

Dec. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Nature of Business and Basis of Presentation

1. Nature of Business and Basis of Presentation

Nature of Business

TScan Therapeutics, Inc. (the Company) is a biotechnology company that was incorporated in Delaware on April 17, 2018, and has a principal place of business in Waltham, Massachusetts. The Company is a biopharmaceutical company focused on developing a pipeline of T cell receptor-engineered T cell (TCR-T) therapies for the treatment of patients with cancer.

Initial Public Offering

In July 2021, the Company completed an initial public offering ("IPO") in which the Company issued and sold 6,666,667 shares of its voting common stock at a public offering price of $15.00 per share, for aggregate gross proceeds of $100 million and its shares started trading on the Nasdaq Global Market under the ticker symbol “TCRX.” The Company received $89.6 million in net proceeds after deducting $7.0 million in underwriting discounts and commissions, and $3.4 million in offering costs borne by the Company. Upon closing of the IPO, all of the Company's outstanding shares of convertible preferred stock automatically converted into 15,616,272 shares of common stock (of which 5,143,134 shares are non-voting common stock).

In connection with the closing of IPO, the Company amended and restated in its entirety its certificate of incorporation to, among other things: (i) authorize 300,000,000 shares of voting common stock; (ii) authorize 10,000,000 shares of non-voting common stock; (iii) eliminate all references to the previously existing series of preferred stock; and (iv) authorize 10,000,000 shares of preferred stock that may be issued from time to time by the Board in one or more series.

Risks, Uncertainties and Going Concern

The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, successful development of technology, obtaining additional funding, protection of proprietary technology, compliance with government regulations, risks of failure of preclinical studies, clinical studies and clinical trials, the need to obtain marketing approval for its product candidates and the ability to successfully market its therapies any products that receive approval, fluctuations in operating results, economic pressure impacting therapeutic pricing, dependence on key personnel, risks associated with changes in technologies, development by competitors of technological innovations and the ability to scale manufacturing to large scale production. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from therapy sales.

The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has primarily funded its operations with proceeds from sales of convertible preferred stock, the IPO completed in July 2021 and with payments received under its license and collaboration agreements. Since its inception, the Company has incurred recurring losses, including net losses of $48.6 million and $26.1 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had an accumulated deficit of $92.2 million. The Company expects to continue to generate operating losses in the foreseeable future. The Company expects that its cash and cash equivalents as of December 31, 2021 will be sufficient to fund the Company’s operations for at least the next twelve months from the date of the issuance of the financial statements.

Impact of COVID-19

In December 2019, a novel strain of coronavirus, which causes the disease known as COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-19 coronavirus has spread globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability and business disruptions for the Company and many of the Company’s vendors.

In response to public health directives and orders and to help minimize the risk of the virus to employees, the Company has taken a series of actions aimed at safeguarding the Company’s employees and business associates, including implementing a flexible

work-at-home policy. These disruptions could result in increased costs of execution of development plans or may negatively impact the quality, quantity, timing and regulatory usability of data that the Company would otherwise be able to collect. While these disruptions are currently expected to be temporary, there is considerable uncertainty around the duration of these disruptions. Therefore, the related financial impact and duration cannot be reasonably estimated at this time. To date, the Company has not experienced material business disruptions, including with its vendors, as a result of the COVID-19 pandemic.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements reflect the operations of the Company and the Company’s wholly owned subsidiary, TScan Securities Corporation. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("US GAAP"). Any reference in these notes to applicable guidance is meant to refer to the authoritative US GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The Company bases its estimates on historical experience, known trends and other market-specific or relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results may differ from those estimates or assumptions.

Cash and Cash Equivalents

Cash includes cash in readily available checking and money market accounts. Cash equivalents include all highly liquid investments maturing within 90 days from the date of purchase. The cash equivalents consisted of money market funds.

Restricted Cash

In connection with the Company’s facility lease agreements, the Company is required to provide a letter of credit of $0.6 million and $4.4 million for the benefit of the landlords to serve as security deposits. As of December 31, 2021 and 2020, the cash securing the letter of credit was classified as restricted cash (non-current) on the consolidated balance sheets.

Concentrations of Credit Risk

Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s cash deposits on hand at any one financial institution often exceed federally insured limits. The Company places its cash in financial institutions that management believes to be of high credit quality. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

Property and Equipment

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets as follows:


		Estimated useful life
Laboratory equipment		3 — 5 years
Furniture and fixtures		3 — 5 years
Office and computer equipment		3 — 5 years
Leasehold improvements		Shorter of the asset’s estimated useful life or the remaining lease term

Major additions and betterments are capitalized; expenditures for repairs and maintenance, which do not improve or extend the life of the respective assets, are charged to operating expense as incurred. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations.

Impairment of Long-Lived Assets

Long-lived assets to be held and used, including property and equipment, are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. Evaluation of the recoverability of the asset or asset group is based on an estimate of undiscounted future cash flows resulting from the use of the asset or asset group and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the asset or asset group, an impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value. The Company did not record any impairment losses on long-lived assets during the periods presented.

Fair Value Measurements

Certain assets and liabilities are carried at fair value under US GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) 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 must maximize the user of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•

Level 1—Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.

•

Level 2—Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:

•

quoted prices for similar assets and liabilities in active markets

•

quoted prices for identical or similar assets or liabilities in markets that are not active

•

observable inputs other than quoted prices that are used in the valuation of the asset or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals)

•

inputs that are derived principally from or corroborated by observable market data by correlation or other means

•

Level 3—Unobservable inputs for the assets or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

Lease Agreements

The Company records leases under ASU No. 2016-02 Leases (Topic 842) whereby the Company determines if an arrangement is or contains a lease at inception. For leases with a term of 12 months or less, the Company has elected to not recognize a right-of-use asset or lease liability. The Company’s operating leases are recognized on the consolidated balance sheets as other noncurrent assets, other current liabilities, and other noncurrent liabilities. The Company does not have any finance leases.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the rate implicit on the Company’s leases are not readily determination, the Company uses an estimate of its incremental borrowing rate for secured borrowings with terms similar to the lease term based on the information available at the lease commencement date in determining the present value of lease payments. Operating lease right-of-use assets also include the effect of any lease payments made and excludes

lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term.

Research and Development Costs

Research and development costs are expensed as incurred. Research and development costs that are paid in advance of performance (if any) are capitalized as a prepaid expense and amortized over the service period as the services are provided.

Accrued Research and Manufacturing Contract Costs

The Company has entered into various research and development and manufacturing contracts. These agreements are generally cancelable, and related payments are recorded as the corresponding expenses are incurred. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the research studies or clinical trials and manufacturing activities, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs.

Patent Costs

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses.

Revenue Recognition

The Company accounts for revenue under ASU No. 2014-19, Revenue from Contracts with Customers (ASC 606). ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, certain collaboration arrangements and financial instruments. ASC 606 provides a five-step framework whereby revenue is recognized when control of promised goods or services is transferred to a customer at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

(i) identify the contract(s) with a customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations in the contract; and

(v) recognize revenue when (or as) the performance obligations are satisfied.

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration that it is entitled to in exchange for the goods or services the Company transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses whether the goods or services promised within each contract are distinct and, therefore, represent a separate performance obligation. Goods and services that are determined not to be distinct are combined with other promised goods and services until a distinct combined performance obligation is identified.

The Company then allocates the transaction price (that is, the amount of consideration the Company expects to be entitled to from a customer in exchange for the promised goods or services) to each performance obligation and recognizes the associated revenue when (or as) each performance obligation is satisfied. The allocation is based upon standalone selling price. The standalone selling price is the price at which an entity would sell a promised good or service separately to a customer. Because the Company have not sold the same goods or services in our contracts separately to any customers on a standalone basis, the Company estimated the standalone selling price of each combined performance obligation by taking into consideration internal estimates of research and development personnel needed to perform the research and development services, estimates of expected cash outflows to third parties for services and supplies and typical gross profit margins.

The Company enters into collaboration and licensing arrangements that are within the scope of ASC 606, under which the Company may exclusively license to third parties’ rights to develop, manufacture and commercialize its product candidates as well as options to acquire additional rights. The terms of these arrangements typically include payment to the Company of one or more of the

following: nonrefundable, upfront license fees; development, regulatory and sales milestone payments; and royalties on net sales of licensed products.

Revenue is typically recognized using a cost-to-cost input model as the measure of progress. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete the Company’s performance obligations under an arrangement. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The measure of progress, and thereby periods over which revenue should be recognized, are subject to estimates by management and may change over the course of the research and development and licensing agreement. Such a change could have a material impact on the amount of revenue the Company records in future periods.

Amounts received prior to revenue recognition are recorded as deferred revenue in the balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as the current portion of deferred revenue in the balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion in the balance sheets.

Customer Options

If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options that are not determined to be material rights are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluates the customer options for material rights, or options to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. To date, none of our arrangements have included any material rights. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The observable price of a good or service sold separately provides the best evidence of standalone selling price. However, when standalone selling prices are not readily available, the Company is required to estimate the standalone selling price of each performance obligation. Key assumptions to determine the standalone selling price. Amounts allocated to a material right are not recognized as revenue until the option is exercised or terminates.

Milestone Payments

For each arrangement that includes milestone payments upon the achievement of performance-based milestones, such as development and regulatory milestones, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. Upfront and ongoing development milestones per the Company’s collaboration and license agreement are not subject to refund if the development activities are not successful. The Company reevaluates the probability of achievement of such milestones and any related constraint at each reporting period, and any adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. To date, the Company has not recognized any milestone revenues.

Royalties

For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license to the Company’s intellectual property is deemed to be the predominant item to which the royalties relate as it is the primary driver of value, the Company recognizes revenue when the related sales occur in accordance with the sales-based royalty exception under ASC 606-10-55-65. To date, the Company has not recognized any royalty revenue resulting from the Company’s collaboration and licensing agreements.

The estimate of deferred revenue also reflects management’s estimate of the periods of the Company’s involvement in its collaboration and license agreements. The Company’s performance obligations generally consist of the performance of research and development services and sharing know-how through participation on steering committees. If these estimates and judgments change over the course of these agreements, it may affect the timing and amount of revenue that the Company recognizes and records in future periods.

Income Taxes

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the

difference between the consolidated financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax asset to an amount, which, more likely than not, will be realized.

The Company recognizes the tax benefit from any uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. As of December 31, 2021 and 2020, the Company has not identified any uncertain tax positions for which reserves would be required.

Segment Information

Operating segments are defined as components of an entity for which discrete information is available for evaluation by the chief operating decision maker, who is the CEO, in deciding how to allocate resources and in assessing performance. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. All of the Company’s assets are held in the United States.

Convertible Preferred Stock

The Company’s convertible preferred stock was classified outside of stockholders’ deficit because the holders of such shares have liquidation rights in the event of a deemed liquidation that, in certain situations, are not solely within the control of the Company.

Stock-Based Compensation

The Company accounts for stock option awards at fair value, which is measured using the Black-Scholes option-pricing model. The measurement date is generally the date of grant.

The Company recognizes stock-based compensation expense over the requisite service period, which is generally the vesting period of the respective award. For awards that include performance-based vesting conditions, stock-based compensation expense is recognized using the accelerated attribution method when the performance condition is deemed to be probable. The Company accounts for forfeitures as they occur. The Company determines the fair value of restricted stock awards in reference to the fair value of its common stock less any applicable purchase price

The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. There was no difference between net loss and comprehensive loss in the accompanying consolidated financial statements.

Net Loss Per Share

Basic net loss per share is calculated by dividing net loss by the weighted average common shares outstanding during the period. During periods of income, the Company allocates to participating securities a proportional share of income (the two class method). The Company’s convertible preferred stock participates in any dividends declared by the Company and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company.

Diluted net loss per share is calculated by adjusting weighted average common shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock and if-converted methods. For purposes of the diluted net income (loss) per share calculation, convertible preferred stock and stock options are considered to be common stock equivalents. All common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net loss per share were the same for all periods presented.

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

3. Property and Equipment

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


	December 31,
	2021			2020
Laboratory equipment	$	11,359		$	5,615
Leasehold improvements		3,433		493
Office and computer equipment		370		202
Furniture and fixtures		412		326
Capitalized software		11			-
Construction-in-progress		1,263		778
Property and equipment	$	16,848		$	7,414
Less: accumulated depreciation and amortization		(5,083	)		(1,755	)
Property and equipment, net	$	11,765		$	5,659

Depreciation and amortization expense for the years ended December 31, 2021 and 2020 was $3.3 million and $1.2 million, respectively.

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

4. Fair Value Measurements

The following tables set forth by level, within the fair value hierarchy, the assets carried at fair value (in thousands):


	Fair value measurements at December 31, 2021 using:
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents – money market funds	$	159,668	$	-	$	-	$	159,668
Total financial assets	$	159,668	$	-	$	-	$	159,668


	Fair value measurements at December 31, 2020 using:
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents – money market funds	$	33,748	$	-	$	-	$	33,748
Total financial assets	$	33,748	$	-	$	-	$	33,748

The cash equivalents are comprised of funds held in an exchange traded money market fund and the fair value of the cash equivalents is determined based upon quoted market price for that fund. There were no transfers among Level 1, Level 2, or Level 3 categories in the periods presented.

The carrying value of accounts payable and accrued expenses that are reported on the consolidated balance sheets approximate their fair value due to the short-term nature of these liabilities.

- 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

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2021

Payables And Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

5. Accrued Expenses and Other Current Liabilities

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


	December 31,
	2021		2020
Accrued employee compensation and benefits	$	2,600	$	1,535
Accrued research and development		1,902		60
Accrued consulting and professional services		949		189
Accrued legal services and license fee		54		578
Other		1,012		132
Total accrued expenses and other current liabilities	$	6,517	$	2,494

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity

6. Stockholders' Equity

As of December 31, 2020, the preferred stock consisted of the following (in thousands, except for share data):


	December 31, 2020
	Preferred Stock Authorized		Preferred Stock Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A Preferred Stock		26,315,790		3,209,240	$	24,874	$	29,838		3,209,240
Series B Preferred Stock		31,601,732		3,853,864		34,807		39,037		3,853,864
Total		57,917,522		7,063,104	$	59,681	$	68,875		7,063,104

The preferred stock has the following rights and privileges:

Dividends

Holders of the preferred stock were entitled to receive non-cumulative dividends when, as and if declared by the Board. The Company did not declare dividends on any classes of preferred or common stock

Liquidation

In the event of any liquidation, dissolution, or winding-up of the Company, which would include the sale of the Company, the preferred stock was senior to common stock.

Voting

The holders of preferred stock were entitled to the number of votes equal to the number of shares of common stock into which the shares of preferred stock held by each were then convertible.

Conversion

The holders of preferred stock were able to convert, at any time, each share of preferred stock into shares of common stock at the stated conversion price.

In July 2021, the Company completed the initial public offering ("IPO") in which the Company issued and sold 6,666,667 shares of its voting common stock at a public offering price of $15.00 per share, for aggregate gross proceeds of $100 million and its shares started trading on the Nasdaq Global Market under the ticker symbol “TCRX.” The Company received $89.6 million in net proceeds after deducting $7.0 million in underwriting discounts and commissions, and $3.4 million in offering costs borne by the Company. Upon the completion of the Company’s IPO in July 2021, all outstanding shares of the Company’s preferred stock were converted into 15,616,272 shares of common stock (of which 5,143,134 shares are non-voting common stock). As a result, as of December 31, 2021, no shares of preferred stock are 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

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+ Details

Stock Based Compensation

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Based Compensation

7. Stock Based Compensation

2018 Equity Incentive Plan

On April 20, 2018, the Company adopted the 2018 Stock Plan (the 2018 Plan). The 2018 Plan, as amended, provided for the issuance of up to 2,902,738 shares of common stock to employees, officers, directors, consultants, and advisors in the form of nonqualified and incentive stock options, unvested stock awards, and other stock-based awards.

2021 Equity Incentive Plan

The 2021 Equity Incentive Plan (the 2021 Plan) was approved by the Company’s Board on April 22, 2021 and became effective immediately, although no awards were permitted to be granted under the 2021 Plan until July 15, 2021. The 2021 Plan replaced the 2018 Plan. However, awards outstanding under the 2018 Plan continue to be governed by their existing terms. There were 3,278,048 shares of common stock initially reserved for issuance under the 2021 Plan, plus up to 268,397 shares reserved for issuance under, or issued pursuant to or subject to awards granted under, the 2018 Plan. As of December 31, 2021, there were 2,848,904 shares of common stock available for issuance under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan will be increased automatically on the first business day of each fiscal year, commencing in 2022 and ending in 2031. The aggregate number of common shares that may be issued under the 2021 Plan shall automatically increase by a number equal to the lesser of (a) 4% of the total number

of shares of common stock actually issued and outstanding on the last day of the preceding fiscal year or (b) a number of shares common stock determined by the Company’s Board.

2021 Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (the "2021 ESPP") was approved by the Company’s Board on April 22, 2021 and became effective immediately, although no awards were permitted to be granted under the 2021 Plan until July 15, 2021. A total of 254,390 shares of common stock were initially reserved for issuance under the 2021 ESPP. As of December 31, 2021, there were 254,390 shares of common stock available for issuance under the 2021 ESPP. The number of shares reserved for issuance will automatically be increased on the first business day of each fiscal year, commencing on January 1, 2022 and ending on January 1, 2041. The aggregate number of shares of common stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the least of (i) one percent (1%) of the total number of shares of common stock actually issued and outstanding on the last day of the preceding fiscal year, or (ii) a number of shares of common stock determined by the Company’s Board. Shares issued under the 2021 ESPP will be compensatory.

Stock Options

In general, stock options typically vest over four years and have a maximum term of 10 years. Also, the Company typically grants stock options to employees and non-employees at exercise prices deemed by the Board to be equal to the fair value of the common stock at the time of grant. The fair value of the common stock has been determined by the Board at each measurement date based on a variety of different factors, including the results obtained from third party appraisals, the Company’s financial position and historical financial performance, the status of development of the Company’s services, the current climate in the marketplace, the illiquid nature of the common stock, the effect of the rights and preferences of the preferred stockholders, and the prospects of a liquidity event, among others.

Stock-based compensation expense for the year ended December 31, 2021 and 2020 was classified in the consolidated statement of operations as follows (in thousands):


	Year Ended December 31,
	2021		2020
Research and development	$	878	$	248
General and administrative		1,638		267
Total stock-based compensation expense	$	2,516	$	515

The Company utilized the Black-Scholes option-pricing model to estimate the fair value of stock options awarded to employees. The Black-Scholes option-pricing model requires several key assumptions. The key assumptions used to apply this pricing model were as follows:


	Year Ended December 31,
	2021			2020
Risk free interest rate		0.79	%		0.85	%
Expected term (in years)		6.05			6.05
Expected dividend yield		0	%		0	%
Expected volatility of underlying common stock		75	%		73	%

The risk-free interest rate was based on rates associated with U.S. Treasury issues approximating the expected life of the stock options. The expected term of stock options granted to employees was determined using the simplified method, which represents the midpoint of the contractual term of the stock option and the weighted-average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical stock option exercise data to provide a reasonable basis upon which to estimate the expected term. The expected dividend-yield assumption was based on the Company’s expectation of no future dividend payments. The expected volatility of the underlying stock was based on the average historical volatility of comparable publicly traded companies based on weekly price returns as reported by a pricing service, as the Company does not have a trading history for its common stock.

The following table summarizes the stock option activity under the 2018 Plan and 2021 Plan:


	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Life (in Years)		Intrinsic Value (in thousands)
Outstanding January 1, 2021		1,445,426		$	2.62		8.74	$	3,799
Granted		1,981,311			8.70
Exercised		(167,390	)		2.13
Canceled		(239,871	)		3.73
Outstanding December 31, 2021		3,019,476		$	6.55		8.61	$	2,120
Options vested or expected to vest as of December 31, 2021		3,019,476		$	6.55		8.61	$	2,120
Stock options exercisable as of December 31, 2021		610,182		$	2.63		7.08	$	2,120

Other information related to the option activity for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020
Weighted-average fair value of options granted	$	5.74	$	2.38
Intrinsic value of options exercised (in thousands)	$	1,174	$	148

As of December 31, 2021, the unrecognized compensation cost related to outstanding options was $10.0 million, which is expected to be recognized over a weighted-average period of 2.94 years.

Restricted Common Stock

The Company has granted restricted common stock with service based vesting conditions. Unvested shares of restricted common stock may not be sold or transferred by the holder, except for transfers for estate planning purposes in which the transferee agrees to remain bound by all restrictions set forth in the original common stock purchase agreement. They are legally issued and outstanding but only accounted for as outstanding when vested. These restrictions lapse over the four year vesting term of each award. The purchase price of each share of restricted common stock was $0.001 per share. A summary of the activity for the year ended December 31, 2021 is as follows:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested restricted stock as of January 1, 2021		438,280			-
Vested		(321,410	)		-
Unvested restricted stock as of December 31, 2021		116,870			-

The aggregate fair value of restricted stock awards that vested during the year ended December 31, 2021 was nominal.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

8. Income Taxes

During the years ended December 31, 2021 and 2020, the Company did not record an income tax provision due to the losses incurred and a full valuation allowance provided on the net deferred tax assets.

A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows:


	Year Ended December 31,
	2021			2020
Taxes at U.S. statutory rate		21.0	%		21.0	%
Changes from statutory rate:
State taxes, net of federal benefit		8.3	%		7.8	%
Tax credits		4.1	%		3.8	%
Share-based compensation		-1.0	%		-0.3	%
Change in valuation allowance		-32.4	%		-32.3	%
Effective income tax rate		0.0	%		0.0	%

Deferred tax assets and liabilities reflect the net tax effects of net operating loss carryovers and temporary differences between the carrying amount of assets and liabilities for financial reporting and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands):


	Year Ended December 31,
	2021			2020
Deferred tax assets:
Net operating loss carryforwards	$	18,742		$	4,755
Tax credits		5,319			2,087
Deferred revenue		3,526			5,312
Depreciation and amortization		411			105
Amortization		571			617
Stock-based compensation		99			40
Leasehold liability		1,651			2,031
Other		688			664
Total deferred tax assets		31,007			15,611
Deferred tax liabilities:
Right of use Asset		(1,500	)		(1,878	)
Valuation allowance		(29,507	)		(13,733	)
Net deferred tax assets and liabilities	$	-		$	-

In determining the need for a valuation allowance, the Company has given consideration to its cumulative losses. The Company has assessed the available means of recovering deferred tax assets, including the ability to carryback net operating losses, the existence of reversing taxable temporary differences, the availability of tax planning strategies and forecasted future taxable income. The Company maintains a full valuation allowance against its net deferred tax assets. The valuation allowance increased by $15.8 and $8.4 million during the years ended December 31, 2021 and 2020, respectively.

As of December 31, 2021, the Company had U.S. federal net operating loss carryforwards of approximately $69.1 million. The U.S. federal net operating losses have an indefinite life carryforward. As of December 31, 2021, the Company had Massachusetts net operating loss carryforwards of approximately $66.9 million that expire at various dates through 2041. As of December 31, 2021, the Company had U.S. R&D federal credit carryforwards of approximately $3.5 million that expire at various dates through 2040. As of December 31, 2021, the Company had U.S. state R&D tax credit carryforwards of approximately $2.3 million that expire at various dates through 2036.

Under Sections 382 and 383 of the U.S. Internal Revenue Code, if a corporation undergoes an ownership change, the corporation's ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as net operating losses and research tax credits, to offset its post-change income and taxes may be limited. In general, an ownership change generally occurs if there is a cumulative change in ownership by 5% stockholders that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under U.S. state tax laws. The Company may have experienced an ownership change in the past and may experience ownership changes in the future as a result of future transactions in its share capital, some of which may be outside the control of the Company. As a result, if the Company earns net taxable income, its ability to use its pre-change net operating loss carryforwards, or other pre-change tax attributes, to offset U.S. federal and state taxable income and taxes may be subject to significant limitations.

The Company accounted for uncertain tax positions using a more likely than not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors that include, but are not limited to, changes in tax law, the

measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates uncertain tax positions on an annual basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. For the years ended December 31, 2021 and 2020, there were no accrued interest or penalties in the consolidated statements of operations.

The Company is subject to taxation for federal and Massachusetts purposes. As of December 31, 2021, the Company is subject to examination by these taxing authorities for all years since inception.

- 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
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+ Details

Collaboration and License Agreements

12 Months Ended

Dec. 31, 2021

Collaboration And License Agreements [Abstract]

Collaboration and License Agreements

9. Collaboration and License Agreements

Novartis

In March 2020, the Company entered into a Collaboration and License Agreement (the Novartis Agreement) with Novartis Institutes For BioMedical Research, Inc. (Novartis) to collaborate on their research efforts to discover and develop novel TCR-T therapies. Under the Novartis Agreement, the Company will identify and characterize TCRs in accordance with a research plan, transfer data arising from the research plan. Novartis will have the option to license and develop TCRs for up to three novel targets identified in performance of the collaboration during the collaboration period of the Novartis Agreement. Novartis will also have rights of first negotiation for certain additional targets and TCRs identified in performance of the collaboration during a defined collaboration period of the Novartis Agreement and for 180 days after such collaboration period ends (which collaboration period will end no later than March 2023). If during such 180-day right of first negotiation period, the Company notifies Novartis of the Company’s intent to grant a third party a license to a target or TCR identified in the collaboration, then Novartis may obtain the exclusive right to negotiate a license to such target or TCR for an additional 270 days by providing the Company with a term sheet to license such target or TCR within 90 days of the Company’s notice of such intent. The Novartis Agreement provides for payments of an upfront fee of $20.0 million, research funding totaling $10.0 million and potential milestone payments contingent on clinical, regulatory and sales success. In addition to payments upon achievement of certain clinical and regulatory milestones, Novartis will pay the Company mid-single to low double-digit royalties on net sales for each product directed to a target licensed by Novartis. After the end of the collaboration period and the expiration of Novartis’ first right of negotiation, the Company is free to develop TCRs against targets not licensed by Novartis.

The Company concluded that Novartis meets the definition of a customer, as the Company is delivering research and development activities and know-how rights. The Company identified performance obligations for research and development activities, data reporting and participation in joint steering and research committees. The Company determined there is a single performance obligation due to the services being highly interrelated and are therefore not distinct in the context of the contract. The Company combined the pre-option research services and data reporting into a single performance obligation Novartis has an exclusive option to obtain a commercial license for up to three Targets (as defined in the Novartis Agreement) to pursue further development and commercialization of the respective Target. Pursuant to the Novartis Agreement, the option for Novartis to license, develop, and commercialize Targets is not a performance obligation at the outset of the Novartis Agreement as it is a customer option that does not represent a material right.

The Company looked to the promises in the arrangement to determine the method of recognition that best coincides with the pattern of delivery. The Company concluded that the performance of the research services over the expected research term was the predominant promise within the performance obligation. The Company is recognizing the revenue associated with the performance obligation using the input method, according to the actual costs incurred as a percentage of total expected costs to complete the research services. As costs are incurred, the Company will recognize revenue over time. Any change in the estimated percentage complete due to a revised cost forecast will be adjusted in the period in which the change in estimate occurs and the revenue recognition will be updated accordingly. The Company expects the research term to last approximately three years, which is inclusive of the option to extend the arrangement.

The Company determined that the $20.0 million upfront payment, together with the $10.0 million of estimated research costs to be reimbursed by Novartis to be the entirety of the consideration to be included in the transaction price as of the outset of the arrangement. The potential milestone payments that the Company is eligible to receive were excluded from the transaction price, as all milestone amounts were fully constrained based on the assessed probability of achievement. The Company will re-evaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, adjust the estimate of the transaction price.

During the years ended December 31, 2021 and 2020, the Company recognized $9.8 million and $0.8 million, respectively of revenue associated with the Novartis Agreement based on performance completed during that period. Additionally, during the years ended December 31, 2021 and 2020, the Company incurred $3.3 million and $0.2 million, respectively of costs associated with the Novartis Agreement that were recorded within research and development expenses in the statements of operations. Additionally, as of December 31, 2021, the Company had current and long-term deferred revenue of $11.4 million and $1.5 million, respectively due to

Novartis Agreement. As of December 31, 2020, the Company had current and long-term deferred revenue of $10.6 million and $8.8 million, respectively due to Novartis Agreement.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

10. Commitments and Contingencies

Leases

In August 2019, the Company entered a lease for laboratory and office space with a term that expires on September 30, 2024, subject to certain renewal options, which are not deemed highly probable of renewal. The Company provided a letter of credit in the amount of $0.6 million as security for the lease which expires January 31, 2025. The cash securing the letter of credit is classified as restricted cash on the consolidated balance sheet.

In April 2020, laboratory and office space were secured through a sublease that commenced in June 2020 and will continue through March 2026. The Company provided a cash deposit of $0.2 million in conjunction with the execution of the lease which is classified as a long-term asset on the consolidated balance sheet.

On November 1, 2021, the Company entered a new lease for laboratory and office space. This lease will commence when the Company obtains possession of the underlying asset, which is expected to be November 1, 2022. The Company provided a letter of credit in the amount of $4.4 million as a security for the lease, which expires on November 30, 2022, at which point the letter will automatically renew each calendar year up to but not beyond April 1, 2033. The cash securing the letter of credit is classified as restricted cash on the consolidated balance sheet. Annual fixed rent will start at $7.6 million increasing 3% annually to $9.9 million through the original term of the lease, which is ten years and two months following the lease commencement date.

Summary of lease cost

The Company lease cost was $1.3 million and $1.3 million for the years ended December 31, 2021 and 2020, respectively. These amounts include short-term and variable lease costs, which were not significant in any period presented.

Supplemental disclosure of cash flow information related to leases was as follows (in thousands):


	Year ended
	December 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	1,948	$	1,478

The weighted-average remaining lease term and discount rate were as follows:


	Year ended
	December 31,
	2021			2020
Weighted-average remaining lease term (in years)		3.4			4.4
Weighted-average discount rate		8	%		8	%

The following table represents the maturity of the Company’s operating lease liabilities as of December 31, 2021 (in thousands):


Year Ending December 31,	Operating
2022	$	2,075
2023		2,131
2024		1,812
2025		730
2026		184
Thereafter		-
Total future minimum lease payments (1)		6,932
Less: imputed interest		889
Present value of operating lease liability	$	6,043

(1) As of December 31, 2021, the Company entered into an additional operating lease which had not yet commenced and is therefore not part of the table above nor included in the lease right-of-use asset and liability. This lease will commence when the Company obtains possession of the underlying asset, which is expected to be November 1, 2022.

Brigham and Women’s License Agreement

The Company obtained the worldwide exclusive license to its foundational technology from The Brigham and Women’s Hospital, Inc. (or BWH). The license, as amended, grants worldwide exclusive use to the patent underlying the TargetScan technology in exchange for fees including development milestones and various royalties on product sales should they occur in the future.

Royalty Agreement

In June 2018, the Company amended and restated an existing royalty agreement with one of its founders. Under the amended and restated royalty agreement, the Company agreed to pay the founder an aggregate royalty of 1% of net sales of any product sold by the Company or by any of its direct or indirect licensees for use in the treatment of any disease or disorder covered by a pending patent application or issued patent held or controlled by the Company as of the last date that the founder was providing services to the Company as a director or consultant under a written agreement in perpetuity. Royalties are payable with respect to each applicable product for a defined period of time set forth in the royalty agreement. The founder assigned his rights and obligations under the royalty agreement to one of his affiliated entities in January 2021.

Retirement Plan

12 Months Ended

Dec. 31, 2021

Retirement Benefits [Abstract]

Retirement Plan

11. Retirement Plan

The Company initiated a defined contribution plan under Section 401(k) of the IRC (the Plan) covering all qualified employees effective January 1, 2019. Employee contributions are voluntary and are determined on an individual basis subject to the maximum allowable under federal tax regulations. The Company made contributions to the Plan of $0.4 million and $0.2 million for the years ended December 31, 2021 and 2020, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section S99
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=21916913&loc=d3e273930-122802

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
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-Paragraph 1
-Subparagraph (d)(i)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 70
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/topic&trid=2235017

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 3
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-URI http://asc.fasb.org/extlink&oid=6414203&loc=d3e39689-114964

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
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-Paragraph 1
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-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
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-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-URI http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

+ Details

Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

12. Net Loss Per Share

Net Loss Per Share

Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share data):


	Year Ended
	December 31,
	2021			2020
Numerator:
Net loss	$	(48,625	)	$	(26,127	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		11,662,672			916,014
Net loss per share, basic and diluted	$	(4.17	)	$	(28.52	)

The Company has two classes of common stock, each with identical participation rights to earnings and liquidation preferences, and therefore the calculation of net loss per share as described above is identical to the calculation under the two-class method. The Company excluded the following potential common shares from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:


	December 31,
	2021		2020
Series A Preferred Stock (as converted to common stock)		-		3,209,240
Series B Preferred Stock (as converted to common stock)		-		3,853,864
Unvested restricted common stock		116,870		438,280
Options to purchase common stock		3,019,476		1,445,427
Total		3,136,346		8,946,811

Related-Party Transactions

12 Months Ended

Dec. 31, 2021

Related-Party Transactions

13. Related-Party Transactions

Novartis and its affiliates hold shares of voting and non-voting common stock and is the customer in the Novartis Agreement discussed in Note 9.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

Restricted Cash

Concentrations of Credit Risk

Property and Equipment

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets as follows:


		Estimated useful life
Laboratory equipment		3 — 5 years
Furniture and fixtures		3 — 5 years
Office and computer equipment		3 — 5 years
Leasehold improvements		Shorter of the asset’s estimated useful life or the remaining lease term

Impairment of Long-Lived Assets

Fair Value Measurements

•

Level 1—Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities.

•

quoted prices for similar assets and liabilities in active markets

•

quoted prices for identical or similar assets or liabilities in markets that are not active

•

observable inputs other than quoted prices that are used in the valuation of the asset or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals)

•

inputs that are derived principally from or corroborated by observable market data by correlation or other means

•

Lease Agreements

Research and Development Costs

Accrued Research and Manufacturing Contract Costs

Patent Costs

Revenue Recognition

(i) identify the contract(s) with a customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations in the contract; and

(v) recognize revenue when (or as) the performance obligations are satisfied.

following: nonrefundable, upfront license fees; development, regulatory and sales milestone payments; and royalties on net sales of licensed products.

Convertible Preferred Stock

Stock-Based Compensation

The Company accounts for stock option awards at fair value, which is measured using the Black-Scholes option-pricing model. The measurement date is generally the date of grant.

Comprehensive Loss

Net Loss Per Share

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Property and Equipment Stated at Cost and Depreciated Using Straight-line Method Over Estimated Useful Lives

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets as follows:


		Estimated useful life
Laboratory equipment		3 — 5 years
Furniture and fixtures		3 — 5 years
Office and computer equipment		3 — 5 years
Leasehold improvements		Shorter of the asset’s estimated useful life or the remaining lease term

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

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


	December 31,
	2021			2020
Laboratory equipment	$	11,359		$	5,615
Leasehold improvements		3,433		493
Office and computer equipment		370		202
Furniture and fixtures		412		326
Capitalized software		11			-
Construction-in-progress		1,263		778
Property and equipment	$	16,848		$	7,414
Less: accumulated depreciation and amortization		(5,083	)		(1,755	)
Property and equipment, net	$	11,765		$	5,659

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Assets Carried at Fair Value on a Hierarchy Basis

The following tables set forth by level, within the fair value hierarchy, the assets carried at fair value (in thousands):


	Fair value measurements at December 31, 2021 using:
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents – money market funds	$	159,668	$	-	$	-	$	159,668
Total financial assets	$	159,668	$	-	$	-	$	159,668


	Fair value measurements at December 31, 2020 using:
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents – money market funds	$	33,748	$	-	$	-	$	33,748
Total financial assets	$	33,748	$	-	$	-	$	33,748

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Payables And Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

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


	December 31,
	2021		2020
Accrued employee compensation and benefits	$	2,600	$	1,535
Accrued research and development		1,902		60
Accrued consulting and professional services		949		189
Accrued legal services and license fee		54		578
Other		1,012		132
Total accrued expenses and other current liabilities	$	6,517	$	2,494

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Schedule of Preferred Stock

As of December 31, 2020, the preferred stock consisted of the following (in thousands, except for share data):


	December 31, 2020
	Preferred Stock Authorized		Preferred Stock Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A Preferred Stock		26,315,790		3,209,240	$	24,874	$	29,838		3,209,240
Series B Preferred Stock		31,601,732		3,853,864		34,807		39,037		3,853,864
Total		57,917,522		7,063,104	$	59,681	$	68,875		7,063,104

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Key Assumptions Used for Black-Scholes Option-pricing Model to Estimate the Fair Value of Stock Options

The key assumptions used to apply this pricing model were as follows:


	Year Ended December 31,
	2021			2020
Risk free interest rate		0.79	%		0.85	%
Expected term (in years)		6.05			6.05
Expected dividend yield		0	%		0	%
Expected volatility of underlying common stock		75	%		73	%

Summary of Stock Option Activity

The following table summarizes the stock option activity under the 2018 Plan and 2021 Plan:


	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Life (in Years)		Intrinsic Value (in thousands)
Outstanding January 1, 2021		1,445,426		$	2.62		8.74	$	3,799
Granted		1,981,311			8.70
Exercised		(167,390	)		2.13
Canceled		(239,871	)		3.73
Outstanding December 31, 2021		3,019,476		$	6.55		8.61	$	2,120
Options vested or expected to vest as of December 31, 2021		3,019,476		$	6.55		8.61	$	2,120
Stock options exercisable as of December 31, 2021		610,182		$	2.63		7.08	$	2,120

Summary of Other Information Related to Option Activity

Other information related to the option activity for the years ended December 31, 2021 and 2020:


	Year Ended December 31,
	2021		2020
Weighted-average fair value of options granted	$	5.74	$	2.38
Intrinsic value of options exercised (in thousands)	$	1,174	$	148

Summary of Restricted Common Stock Activity

A summary of the activity for the year ended December 31, 2021 is as follows:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested restricted stock as of January 1, 2021		438,280			-
Vested		(321,410	)		-
Unvested restricted stock as of December 31, 2021		116,870			-

Summary of Stock-based Compensation Expense

Stock-based compensation expense for the year ended December 31, 2021 and 2020 was classified in the consolidated statement of operations as follows (in thousands):


	Year Ended December 31,
	2021		2020
Research and development	$	878	$	248
General and administrative		1,638		267
Total stock-based compensation expense	$	2,516	$	515

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Reconciliation of the Federal Statutory Income Tax Rate to the Effective Tax Rate

A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows:


	Year Ended December 31,
	2021			2020
Taxes at U.S. statutory rate		21.0	%		21.0	%
Changes from statutory rate:
State taxes, net of federal benefit		8.3	%		7.8	%
Tax credits		4.1	%		3.8	%
Share-based compensation		-1.0	%		-0.3	%
Change in valuation allowance		-32.4	%		-32.3	%
Effective income tax rate		0.0	%		0.0	%

Summary of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands):


	Year Ended December 31,
	2021			2020
Deferred tax assets:
Net operating loss carryforwards	$	18,742		$	4,755
Tax credits		5,319			2,087
Deferred revenue		3,526			5,312
Depreciation and amortization		411			105
Amortization		571			617
Stock-based compensation		99			40
Leasehold liability		1,651			2,031
Other		688			664
Total deferred tax assets		31,007			15,611
Deferred tax liabilities:
Right of use Asset		(1,500	)		(1,878	)
Valuation allowance		(29,507	)		(13,733	)
Net deferred tax assets and liabilities	$	-		$	-

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Supplemental Disclosure of Cash Flow Information Related to Leases

Supplemental disclosure of cash flow information related to leases was as follows (in thousands):


	Year ended
	December 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	1,948	$	1,478

Summary of Weighted-Average Remaining Lease Term and Discount Rate

The weighted-average remaining lease term and discount rate were as follows:


	Year ended
	December 31,
	2021			2020
Weighted-average remaining lease term (in years)		3.4			4.4
Weighted-average discount rate		8	%		8	%

Maturity of Operating Lease Liabilities

The following table represents the maturity of the Company’s operating lease liabilities as of December 31, 2021 (in thousands):


Year Ending December 31,	Operating
2022	$	2,075
2023		2,131
2024		1,812
2025		730
2026		184
Thereafter		-
Total future minimum lease payments (1)		6,932
Less: imputed interest		889
Present value of operating lease liability	$	6,043

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Summary of Basic and Diluted Net Loss Per Share

Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share data):


	Year Ended
	December 31,
	2021			2020
Numerator:
Net loss	$	(48,625	)	$	(26,127	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		11,662,672			916,014
Net loss per share, basic and diluted	$	(4.17	)	$	(28.52	)

Summary of Potential Common Shares Excluded from Computation of Diluted Net Loss per Share

The Company excluded the following potential common shares from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:


	December 31,
	2021		2020
Series A Preferred Stock (as converted to common stock)		-		3,209,240
Series B Preferred Stock (as converted to common stock)		-		3,853,864
Unvested restricted common stock		116,870		438,280
Options to purchase common stock		3,019,476		1,445,427
Total		3,136,346		8,946,811

Nature of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Jul. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Net proceeds from issuance of shares		$ 89,647
Common stock issuable upon conversion			7,063,104
Preferred stock, shares authorized		10,000,000	7,063,112
Net losses		$ 48,625	$ 26,127
Accumulated deficit		$ 92,158	$ 43,533
Voting Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, shares authorized		300,000,000	165,210,543
Non-voting Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, shares authorized		10,000,000	0
Initial Public Offering \| Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock issuable upon conversion	15,616,272
Initial Public Offering \| Preferred Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Preferred stock, shares authorized	10,000,000
Initial Public Offering \| Voting Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of shares issued and sold	6,666,667
Sale of stock price per share	$ 15.00
Gross proceeds from issuance initial public offering	$ 100,000
Net proceeds from issuance of shares	89,600
Underwriting discounts and commissions	7,000
Deferred offering cost	$ 3,400
Common stock, shares authorized	300,000,000
Initial Public Offering \| Non-voting Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock issuable upon conversion	5,143,134
Common stock, shares authorized	10,000,000

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	Dec. 31, 2021	Nov. 01, 2021	Dec. 31, 2020	Aug. 31, 2019
Restricted cash	$ 5,031,000		$ 595,000
Uncertain tax positions	0		0
Letter of Credit
Restricted cash	$ 600,000	$ 4,400,000	$ 4,400,000	$ 600,000

Summary of Significant Accounting Policies - Property and Equipment Stated at Cost and Depreciated Using Straight-line Method Over Estimated Useful Lives (Details)	12 Months Ended
	Dec. 31, 2021
Laboratory Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Laboratory Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Furniture and Fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Furniture and Fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Office and Computer Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Office and Computer Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Estimated useful life	Shorter of the asset’s estimated useful life or the remaining lease term

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment	$ 16,848	$ 7,414
Less: accumulated depreciation and amortization	(5,083)	(1,755)
Property and equipment, net	11,765	5,659
Laboratory Equipment
Property, Plant and Equipment [Line Items]
Property and equipment	11,359	5,615
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment	3,433	493
Office and Computer Equipment
Property, Plant and Equipment [Line Items]
Property and equipment	370	202
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Property and equipment	412	326
Capitalized Software
Property, Plant and Equipment [Line Items]
Property and equipment	11
Construction-in-Progress
Property, Plant and Equipment [Line Items]
Property and equipment	$ 1,263	$ 778

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 3.3	$ 1.2

Fair Value Measurements - Schedule of Assets Carried at Fair Value on a Hierarchy Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Assets, Fair Value Disclosure [Abstract]
Total financial assets	$ 159,668	$ 33,748
Cash Equivalents - Money Market Funds
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents fair value disclosure	159,668	33,748
Level 1
Assets, Fair Value Disclosure [Abstract]
Total financial assets	159,668	33,748
Level 1 \| Cash Equivalents - Money Market Funds
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents fair value disclosure	$ 159,668	$ 33,748

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair value, assets, level 1 to level 2 transfers	$ 0	$ 0
Fair value, assets, level 2 to level 1 transfers	0	0
Fair value, assets, transfers into level 3	0	0
Fair value, assets, transfers out of level 3	$ 0	$ 0

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Payables And Accruals [Abstract]
Accrued employee compensation and benefits	$ 2,600	$ 1,535
Accrued research and development	1,902	60
Accrued consulting and professional services	949	189
Accrued legal services and license fee	54	578
Other	1,012	132
Total accrued expenses and other current liabilities	$ 6,517	$ 2,494

Stockholders' Equity - Schedule of Preferred Stock (Details)	Dec. 31, 2020 USD ($) shares
Temporary Equity [Line Items]
Preferred Stock Authorized	57,917,522
Preferred Stock Issued and Outstanding	7,063,104
Carrying Value \| $	$ 59,681,000
Liquidation Preference \| $	$ 68,875,000
Common Stock Issuable Upon Conversion	7,063,104
Series A Preferred Stock
Temporary Equity [Line Items]
Preferred Stock Authorized	26,315,790
Preferred Stock Issued and Outstanding	3,209,240
Carrying Value \| $	$ 24,874,000
Liquidation Preference \| $	$ 29,838,000
Common Stock Issuable Upon Conversion	3,209,240
Series B Preferred Stock
Temporary Equity [Line Items]
Preferred Stock Authorized	31,601,732
Preferred Stock Issued and Outstanding	3,853,864
Carrying Value \| $	$ 34,807,000
Liquidation Preference \| $	$ 39,037,000
Common Stock Issuable Upon Conversion	3,853,864

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Jul. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Net proceeds from issuance of shares		$ 89,647
Common stock issuable upon conversion			7,063,104
Preferred stock, shares outstanding		0	0
Initial Public Offering \| Common Stock
Class of Stock [Line Items]
Common stock issuable upon conversion	15,616,272
Voting Common Stock \| Initial Public Offering
Class of Stock [Line Items]
Number of shares issued and sold	6,666,667
Sale of stock price per share	$ 15.00
Gross proceeds from issuance initial public offering	$ 100,000
Net proceeds from issuance of shares	89,600
Underwriting discounts and commissions	7,000
Deferred offering cost	$ 3,400
Non-voting Common Stock \| Initial Public Offering
Class of Stock [Line Items]
Common stock issuable upon conversion	5,143,134

Stock Based Compensation - Additional Information (Details) - USD ($)		12 Months Ended
	Jul. 15, 2021	Dec. 31, 2021	Jul. 14, 2021	Apr. 20, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense		$ 10,000,000.0
Weighted average period remaining (in years)		2 years 11 months 8 days
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period of stock options		4 years
Expected dividend-yield assumption		$ 0
Restricted Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock, vesting term		4 years
Purchase price of restricted common stock		$ 0.001
Maximum \| Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period of stock options		10 years
2018 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issuance of common stock shares under the plan				2,902,738
2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issuance of common stock shares under the plan	3,278,048	2,848,904
Number of awards permitted to grant			0
Percentage of number of common stock issued and outstanding	4.00%
2021 Equity Incentive Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issuance of common stock shares under the plan	268,397
2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issuance of common stock shares under the plan		254,390
Number of awards permitted to grant			0
Percentage of number of common stock issued and outstanding	1.00%
Common stock, Reserved for future issuance	254,390

Stock Based Compensation - Key Assumptions Used for Black-Scholes Option-pricing Model to Estimate the Fair Value of Stock Options (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Risk free interest rate	0.79%	0.85%
Expected term (in years)	6 years 18 days	6 years 18 days
Expected dividend yield	0.00%	0.00%
Expected volatility of underlying common stock	75.00%	73.00%

Stock Based Compensation - Summary of Stock Option Activity (Details) - Stock Options - 2018 and 2021 Equity Incentive Plans - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock Options Outstanding, Beginning balance	1,445,426
Stock Options Outstanding, Granted	1,981,311
Stock Options Outstanding, Exercised	(167,390)
Stock Options Outstanding, Cancelled	(239,871)
Stock Options Outstanding, Ending balance	3,019,476	1,445,426
Stock Options vested or expected to vest	3,019,476
Stock options exercisable	610,182
Stock Options Outstanding, Weighted Average Exercise Price, Beginning Balance	$ 2.62
Stock Options Granted, Weighted Average Exercise Price	8.70
Stock Options Exercised, Weighted Average Exercise Price	2.13
Stock Options Cancelled, Weighted Average Exercise Price	3.73
Stock Options Outstanding, Weighted Average Exercise Price, Ending balance	6.55	$ 2.62
Stock Options vested or expected to vest, Weighted Average Exercise Price	6.55
Stock options exercisable, Weighted Average Exercise Price	$ 2.63
Stock Options Outstanding, Weighted Average Remaining Contractual Life	8 years 7 months 9 days	8 years 8 months 26 days
Stock Options vested or expected to vest, Weighted Average Remaining Contractual Life	8 years 7 months 9 days
Stock options exercisable, Weighted Average Remaining Contractual Life	7 years 29 days
Stock Options Outstanding, Intrinsic Value, Beginning	$ 3,799
Stock Options Outstanding, Intrinsic Value, Ending	2,120	$ 3,799
Stock Options vested or expected to vest, Intrinsic Value	2,120
Stock options exercisable, Intrinsic Value	$ 2,120

Stock Based Compensation - Summary of Other Information Related to Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Weighted-average fair value of options granted	$ 5.74	$ 2.38
Intrinsic value of options exercised	$ 1,174	$ 148

Stock Based Compensation - Summary of Restricted Common Stock Activity (Details) - Restricted Common Stock	12 Months Ended
	Dec. 31, 2021 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested restricted stock, Beginning balance	438,280
Unvested restricted stock, Vested	(321,410)
Unvested restricted stock, Ending balance	116,870

Stock Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 2,516	$ 515
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	878	248
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 1,638	$ 267

Income Taxes - Reconciliation of the Federal Statutory Income Tax Rate to the Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Taxes at U.S. statutory rate	21.00%	21.00%
Changes from statutory rate:
State taxes, net of federal benefit	8.30%	7.80%
Tax credits	4.10%	3.80%
Share-based compensation	(1.00%)	(0.30%)
Change in valuation allowance	(32.40%)	(32.30%)
Effective income tax rate	0.00%	0.00%

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Tax Credit Carryforward [Line Items]
Effective tax rate	0.00%	0.00%
Taxes at U.S. statutory rate	21.00%	21.00%
Increase in valuation allowance	$ 15,800,000	$ 8,400,000
Accrued interest or penalties	$ 0	$ 0
Description of income tax examinations	the Company is subject to examination by these taxing authorities for all years since inception.
Massachusetts
Tax Credit Carryforward [Line Items]
Net operating loss carryforwards	$ 66,900,000
Net operating loss carryforwards, expiration year	2041
U.S. Federal
Tax Credit Carryforward [Line Items]
Net operating loss carryforwards	$ 69,100,000
U.S. Federal \| R&D
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	$ 3,500,000
Tax credit carryforwards, expiration year	2040
State \| R&D
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	$ 2,300,000
Tax credit carryforwards, expiration year	2036

Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$ 18,742	$ 4,755
Tax credits	5,319	2,087
Deferred revenue	3,526	5,312
Depreciation and amortization	411	105
Amortization	571	617
Stock-based compensation	99	40
Leasehold liability	1,651	2,031
Other	688	664
Total deferred tax assets	31,007	15,611
Deferred tax liabilities:
Right of use Asset	1,500	1,878
Valuation allowance	$ (29,507)	$ (13,733)

Collaboration and License Agreements - Additional Information (Details) $ in Thousands		12 Months Ended
	Mar. 31, 2020 USD ($) Target	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Collaboration And License Agreements [Line Items]
Collaboration and license revenue		$ 10,141	$ 1,085
Incurred costs		58,782	27,318
Deferred revenue, current portion		$ 11,410	10,627
Novartis
Collaboration And License Agreements [Line Items]
License agreement date	Mar. 31, 2020
Upfront payment received	$ 20,000
Negotiation period		180 days
Expects research term	3 years
Collaboration and license revenue		$ 9,800	800
Incurred costs		3,300	200
Deferred revenue, current portion		11,400	10,600
Long-term deferred revenue		$ 1,500	$ 8,800
Novartis \| Maximum
Collaboration And License Agreements [Line Items]
Number of targets identified \| Target	3
Novartis \| Research Funding
Collaboration And License Agreements [Line Items]
Upfront payment received	$ 10,000

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands			1 Months Ended	12 Months Ended
	Nov. 01, 2021	Jun. 30, 2018	Aug. 31, 2019	Dec. 31, 2021	Dec. 31, 2020	Apr. 30, 2020
Commitments And Contingencies Disclosure [Line Items]
Lease expiration date			Sep. 30, 2024
Lease security amount				$ 5,031	$ 595
Cash deposit				166	166
Annual fixed rent.	$ 7,600
Percentage of increase in annual fixed rent	3.00%
Increase in annual fixed rent through original term of lease	$ 9,900
Original lease term	10 years 2 months
Lease costs				1,300	1,300
Royalty Agreement
Commitments And Contingencies Disclosure [Line Items]
Percentage of aggregate royalty of net sales of any product sold		1.00%
Long-term Asset
Commitments And Contingencies Disclosure [Line Items]
Cash deposit						$ 200
Letter of Credit
Commitments And Contingencies Disclosure [Line Items]
Lease expiration date	Nov. 30, 2022		Jan. 31, 2025
Lease security amount	$ 4,400		$ 600	$ 600	$ 4,400

Commitments and Contingencies - Supplemental Disclosure of Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 1,948	$ 1,478

Commitments and Contingencies - Summary of Weighted-Average Remaining Lease Term and Discount Rate (Details)	Dec. 31, 2021	Dec. 31, 2020
Commitments And Contingencies Disclosure [Abstract]
Weighted-average remaining lease term (in years)	3 years 4 months 24 days	4 years 4 months 24 days
Weighted-average discount rate	8.00%	8.00%

Commitments and Contingencies - Maturity of Operating Lease Liabilities (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2022	$ 2,075
2023	2,131
2024	1,812
2025	730
2026	184
Total future minimum lease payments	6,932
Less: imputed interest	889
Present value of operating lease liability	$ 6,043

Retirement Plan - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Defined contribution plan, employer contribution amount	$ 0.4	$ 0.2

Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net loss	$ (48,625)	$ (26,127)
Weighted-average common shares outstanding, basic and diluted	11,662,672	916,014
Net loss per share, basic and diluted	$ (4.17)	$ (28.52)

- Definition

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

+ References

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+ Details

Net Loss Per Share - Summary of Potential Common Shares Excluded from Computation of Diluted Net Loss per Share (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total	3,136,346	8,946,811
Series A Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total		3,209,240
Series B Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total		3,853,864
Unvested Restricted Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total	116,870	438,280
Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total	3,019,476	1,445,427