0000950170-23-006589 | 10-K | XBRL Viewer

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
Document and Entity Information - USD ($) $ in Thousands	Dec. 31, 2022	Feb. 28, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Trading Symbol	TCRX
Entity Registrant Name	TSCAN THERAPEUTICS, INC.
Entity Central Index Key	0001783328
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-40603
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-5282075
Entity Address, Address Line One	830 Winter Street
Entity Address, State or Province	MA
Entity Address, City or Town	Waltham
Entity Address, Postal Zip Code	02451
City Area Code	857
Local Phone Number	399-9500
Title of 12(b) Security	Voting Common Stock, $0.0001 par value per share
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 49,196,943
Auditor Name	Deloitte & Touche LLP
Auditor Location	Boston, Massachusetts
Auditor Firm ID	34
Documents Incorporated by Reference [Text Block]	DOCUMENTS INCORPORATED BY REFERENCE The registrant intends to file a definitive proxy statement pursuant to Regulation 14A relating to the 2023 Annual Meeting of Stockholders within 120 days of the end of the registrant’s fiscal year ended December 31, 2022. Portions of such definitive proxy statement for the 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein.
Voting Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		19,082,820
Non-voting Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,143,134

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 120,027	$ 161,405
Prepaid expenses and other current assets	4,100	4,249
Total current assets	124,127	165,654
Property and equipment, net	10,100	11,765
Right-of-use assets	59,102	5,491
Restricted cash	5,037	5,031
Long-term deposit and other assets	725	166
Total assets	199,091	188,107
Current liabilities:
Accounts payable	2,912	1,765
Accrued expenses and other current liabilities	6,838	6,517
Operating lease liability, current portion	3,681	1,651
Deferred revenue, current portion	3,874	11,410
Total current liabilities	17,305	21,343
Deferred revenue, net of current portion		1,497
Operating lease liability, net of current portion	53,013	4,392
Long-term debt and accrued interest	29,290
Other long term liabilities	49	97
Total liabilities	99,657	27,329
Commitments and contingencies (Note 9)
Stockholders' equity (deficit):
Additional paid-in capital	257,810	252,933
Accumulated deficit	(158,379)	(92,158)
Total stockholders' equity	99,434	160,778
Total liabilities and stockholders' equity	199,091	188,107
Voting Common Stock
Stockholders' equity (deficit):
Common stock	2	2
Non-voting Common Stock
Stockholders' equity (deficit):
Common stock	$ 1	$ 1

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Voting Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	19,082,820	18,881,333
Common stock, shares outstanding	19,082,820	18,764,463
Non-voting Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	5,143,134	5,143,134
Common stock, shares outstanding	5,143,134	5,143,134

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue
Collaboration and license revenue	$ 13,535	$ 10,141
Revenue from Contract with Customer, Product and Service [Extensible Enumeration]	Collaboration and license revenue	Collaboration and license revenue
Operating expenses:
Research and development	$ 59,819	$ 44,954
General and administrative	20,352	13,828
Total operating expenses	80,171	58,782
Loss from operations	(66,636)	(48,641)
Other (expense) income:
Interest and other income, net	1,591	16
Interest expense	(1,176)
Total other income	415	16
Net loss	$ (66,221)	$ (48,625)
Net loss per share, basic	$ (2.75)	$ (4.17)
Net loss per share, diluted	$ (2.75)	$ (4.17)
Weighted average common shares outstanding- basic	24,048,267	11,662,672
Weighted average common shares outstanding-diluted	24,048,267	11,662,672

Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	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, 2020	$ (42,462)						$ 1				$ 1,070		$ (43,533)
Balances, shares at Dec. 31, 2020			7,063,104
Balances at Dec. 31, 2020			$ 59,681
Balances, shares at Dec. 31, 2020							1,135,858
Issuance of Series C convertible preferred stock (net of issuance costs of $270 thousand)			$ 99,730
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						$ 1				89,645
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
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								$ 1		$ 159,411
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										291
Exercise of stock options, shares							167,390
Vesting of restricted common stock, shares							321,410
Stock-based compensation expense	2,516										2,516
Net loss	(48,625)												(48,625)
Balances at Dec. 31, 2021	160,778						$ 2		$ 1		252,933		(92,158)
Balances, shares at Dec. 31, 2021					18,764,463	5,143,134	18,764,463		5,143,134
Issuance of common stock, net of issuance costs	193										193
Issuance of common stock, net of issuance costs, shares							146,380
Exercise of stock options	133										133
Exercise of stock options, shares							55,107
Vesting of restricted common stock, shares							116,870
Stock-based compensation expense	4,551										4,551
Net loss	(66,221)												(66,221)
Balances at Dec. 31, 2022	$ 99,434						$ 2		$ 1		$ 257,810		$ (158,379)
Balances, shares at Dec. 31, 2022					19,082,820	5,143,134	19,082,820		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, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (66,221)	$ (48,625)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	5,137	3,328
Non-cash interest expense related to note payable	260
Stock-based compensation	4,551	2,516
Changes in current assets and liabilities:
Prepaid expenses and other assets	(410)	(2,595)
Right-of-use assets and lease liabilities, net	(2,047)	(9)
Accounts payable	528	10
Accrued expense and other liabilities	732	3,234
Deferred revenue	(9,033)	(6,536)
Net cash used in operating activities	(66,503)	(48,677)
Cash flows from investing activities:
Purchases of property and equipment	(4,225)	(9,941)
Net cash used in investing activities	(4,225)	(9,941)
Cash flows from financing activities:
Proceeds from issuance of convertible preferred stock, net of issuance costs		99,730
Proceeds from exercise of stock options	133	291
Issuance of common stock under ESPP plan	193
Proceeds from initial public offering, net of issuance costs		89,647
Proceeds from issuance of term loan, net of issuance costs paid to lender	29,354
Payments of debt issuance costs	(324)
Net cash provided by financing activities	29,356	189,668
Net (decrease) increase in cash, cash equivalents and restricted cash	(41,372)	131,050
Cash, cash equivalents, and restricted cash - beginning of period	166,436	35,386
Cash, cash equivalents, and restricted cash - end of period	125,064	166,436
Summary of cash, cash equivalents and restricted cash reported within the consolidated balance sheets:
Cash and cash equivalents	120,027	161,405
Restricted cash	5,037	5,031
Total cash, cash equivalents, and restricted cash	125,064	166,436
Supplemental disclosure of cash flow information:
Cash paid for interest	660
Supplemental disclosure of non-cash investing and financing activities:
Lease liability arising from obtaining right-of-use asset	53,541
Purchase of property and equipment in accounts payable and accrued liabilities	$ 444	828
Conversion of convertible preferred stock to common stock upon closing of initial public offering		$ 159,411

Nature of Business and Basis of Presentation

12 Months Ended

Dec. 31, 2022

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 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, issuance of convertible debt in September 2022 and with payments received under its license and collaboration agreements. Since its inception, the Company has incurred recurring losses, including net losses of $66.2 million and $48.6 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company had an accumulated deficit of $158.4 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, 2022 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.

The Company will need to obtain substantial additional funding through equity offerings, debt financings, collaborations, strategic alliances and/or licensing arrangements in order to fund its research and development and ongoing operating expenses. The Company may not be able to obtain financing on acceptable terms, when needed or at all, and the Company may not be able to enter into collaborations, strategic alliances or licensing arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. Any collaborations, strategic alliances or licensing arrangements may require the Company to relinquish rights to certain of its technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to the Company. If the Company is unable to obtain funding, the Company could be forced to delay, limit, reduce or eliminate some or all of its research and development programs, pipeline expansion or future commercialization efforts or grant rights to develop and market product candidates, which could adversely affect its business prospects. Although management will continue to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations when needed or at all.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

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 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, or ASC, and Accounting Standards Update, or ASU, of the Financial Accounting Standards Board, or 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 letters of credit totaling of $5.0 million for the benefit of the landlords to serve as security deposits. As of December 31, 2022 and 2021, 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
Software		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, including lease payments made in advance of lease commencement 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, 2022 and 2021, 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 had 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 debt 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.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments, or ASU 2016-13. The provisions of ASU 2016-13 modify the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology and require a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. ASU 2016-13 requires a cumulative effect adjustment to the consolidated balance sheet as of the beginning of the first reporting period in which the guidance is effective. ASU 2016-13 will be effective for the Company beginning January 1, 2023. The Company does not expect that adoption of this standard will have a material impact on its consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncement

In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, or ASU 2020-06, which simplified the accounting for certain financial instruments with characteristics of liabilities and equity, including certain convertible instruments and contracts on an entity’s own equity. Specifically, the new standard removed the separation models required for convertible debt with cash conversion features and convertible instruments with beneficial conversion features. It also removed certain settlement conditions that are currently required for equity contracts to qualify for the derivative scope exception and simplified the diluted earnings per share calculation for convertible instruments. The Company adopted this new standard effective September 1, 2022. The adoption of ASU 2020-06 did not have a material impact on the Company’s condensed financial statements but was applied to the convertible debt agreement discussed in Note 10.

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

3. Property and Equipment

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


	December 31,
	2022			2021
Laboratory equipment	$	13,747		$	11,359
Leasehold improvements		3,447			3,433
Office and computer equipment		1,483			381
Furniture and fixtures		1,638			412
Construction-in-progress		5			1,263
Property and equipment	$	20,320		$	16,848
Less: accumulated depreciation and amortization		(10,220	)		(5,083	)
Property and equipment, net	$	10,100		$	11,765

Depreciation and amortization expense for the years ended December 31, 2022 and 2021 was $5.1 million and $3.3 million, respectively.

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

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, 2022 using:
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents – money market funds	$	116,946	$	-	$	-	$	116,946
Total financial assets	$	116,946	$	-	$	-	$	116,946


	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

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. The Company entered into new convertible long-term debt in September 2022; given the recent issuance of that debt, the carrying value approximates fair value.

- 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, 2022

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,
	2022		2021
Accrued employee compensation and benefits	$	4,357	$	2,600
Accrued research and development		1,322		1,902
Accrued consulting and professional services		636		949
Accrued legal services and license fee		92		54
Other		431		1,012
Total accrued expenses and other current liabilities	$	6,838	$	6,517

Stock Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock Based Compensation

6. 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. In addition, shares of common stock subject to awards granted under the 2018 Plan that cease to be subject to such awards by forfeiture or otherwise after the termination of the 2018 Plan will be available for issuance under the 2021 Plan.

There were 3,278,048 shares of common stock initially reserved for issuance under the 2021 Plan and as of December 31, 2022, there were 1,539,040 shares of common stock available for issuance. 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, 2022, there were 146,380 shares issued and 347,085 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.

Stock Compensation

Stock-based compensation expense related to stock options and the stock purchase plan for the years ended December 31, 2022 and 2021 was classified in the consolidated statement of operations as follows (in thousands):


	Year Ended December 31,
	2022		2021
Research and development	$	1,626	$	878
General and administrative		2,925		1,638
Total stock-based compensation expense	$	4,551	$	2,516

Stock Options

The Company typically grants stock options at exercise prices deemed by the Board to be equal to the fair value of the common stock at the time of grant. In the periods prior to the IPO, the fair value of the common stock was determined by the Board at each measurement date based on a variety of different factors, including the results obtained from independent third-party appraisals, the Company’s financial position and historical financial performance, the status of development of the Company’s programs, 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. In the periods following the IPO, the fair value is determined based upon the quoted price of the Company’s common stock.

The fair value of stock option grants is estimated using the Black-Scholes option-pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The weighted-average for each of the assumptions the Company used to determine the grant-date fair value of options granted were as follows:


	Year Ended December 31,
	2022			2021
Risk free interest rate		2.40	%		0.79	%
Expected term (in years)		6.24			6.05
Expected dividend yield		0	%		0	%
Expected volatility of underlying common stock		81	%		75	%

The following table summarizes the stock option activity:


	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Life (in Years)		Intrinsic Value (in thousands)
Outstanding January 1, 2022		3,019,476		$	6.55		8.61	$	2,120
Granted		2,593,585			3.94
Exercised		(55,107	)		2.42
Canceled		(327,417	)		5.72
Outstanding December 31, 2022		5,230,537		$	5.35		8.49	$	—
Options vested or expected to vest as of December 31, 2022		5,230,537		$	5.35		8.49	$	—
Stock options exercisable as of December 31, 2022		1,550,423		$	5.56		7.39	$	—

Other information related to the option activity for the years ended December 31, 2022 and 2021:


	Year Ended December 31,
	2022		2021
Weighted-average fair value of options granted	$	2.80	$	5.74
Intrinsic value of options exercised (in thousands)	$	62	$	1,174

As of December 31, 2022, the unrecognized compensation cost related to outstanding options was $13.0 million, which is expected to be recognized over a weighted-average period of 2.76 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. There were 116,870 shares unvested as of January 1, 2022, all of which vested in 2022, leaving no unvested shares remaining at December 31, 2022.

The aggregate fair value of restricted stock awards that vested during the years ended December 31, 2022 and 2021 was nominal.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

. Income Taxes

During the years ended December 31, 2022 and 2021, 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,
	2022			2021
Taxes at U.S. statutory rate		21.0	%		21.0	%
Changes from statutory rate:
State taxes, net of federal benefit		8.3	%		8.3	%
Tax credits		5.1	%		4.1	%
Share-based compensation		-0.9	%		-1.0	%
Change in valuation allowance		-33.8	%		-32.4	%
Other		0.3	%		0.0	%
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,
	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	23,391		$	18,742
Tax credits		10,191			5,319
Deferred revenue		1,332			3,526
Depreciation and amortization		824			411
Amortization		525			571
Stock-based compensation		707			99
Leasehold liability		15,489			1,651
Capitalized R&D costs		14,380			-
Other		1,441			688
Total deferred tax assets		68,280			31,007
Deferred tax liabilities:
Right of use Asset		(16,411	)		(1,500	)
Valuation allowance		(51,869	)		(29,507	)
Net deferred tax assets and liabilities	$	-		$	-

In determining the need for a valuation allowance, the Company has given consideration to its cumulative book income and loss positions. 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. As of December 31, 2022, the Company maintains a full valuation allowance against its net deferred tax assets. The valuation allowance increased by $22.4 and $15.8 million during the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2022, the Company had U.S. federal net operating loss carryforwards of approximately $86.2 million. The U.S. federal net operating losses have an indefinite life carryforward. As of December 31, 2022, the Company had Massachusetts net operating loss carryforwards of approximately $83.5 million that expire at various dates through 2042. As of December 31, 2022, the Company had U.S. R&D federal credit carryforwards of approximately $6.9 million that expire at various dates through 2042. As of December 31, 2022, the Company had U.S. state R&D tax credit carryforwards of approximately $4.2 million that expire at various dates through 2037.

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, 2022 and 2021, 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, 2022, 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

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

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

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

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

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

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

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

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

+ Details

Collaboration and License Agreements

12 Months Ended

Dec. 31, 2022

Collaboration And License Agreements [Abstract]

Collaboration and License Agreements

8. 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. At the inception date of the Novartis Agreement, Novartis or its affiliates held an ownership interest of more than 10% in the Company, and at December 31, 2022, Novartis held less than 10% of the common shares outstanding. 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 is anticipated to end in 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, 2022 and 2021, the Company recognized $13.5 million and $9.8 million, respectively of revenue associated with the Novartis Agreement based on performance completed during that period. Additionally, during the years ended December 31, 2022 and 2021, the Company incurred $4.5 million and $3.3 million, respectively of costs associated with the Novartis Agreement that were recorded within research and development expenses in the statements of operations. The research term is anticipated to end during March 2023 and the balance of deferred revenue, which was $3.9 million as of December 31, 2022, is classified as current. As of December 31, 2021, the Company had current and long-term deferred revenue of $11.4 million and $1.5 million, respectively, from the Novartis Agreement.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

. Commitments and Contingencies

Leases

In August 2019, the Company entered a lease for laboratory and office space located at 830 Winter Street Waltham, Massachusetts 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 of $0.6 million is classified as restricted cash on the consolidated balance sheet.

In April 2020, laboratory and office space also located at 830 Winter Street was secured through a sublease that commenced in June 2020. The expected term of the lease upon commencement was through March 2026, however, in October 2022 the lease was terminated.

On November 1, 2021, the Company entered a lease for laboratory and office space located at 880 Winter Street Waltham, Massachusetts with a term that expires on December 31, 2032. This lease commenced when the Company obtained possession of the underlying asset on October 28, 2022 at which time the Company recorded a right-of-use asset of $57.7 million and a corresponding lease liability of $53.5 million, which represents the present value of future payments under the lease. The discount rate used to calculate the net present value of future payments was the Company’s incremental borrowing rate at the Lease Commencement Date, which was 9.9%. At the time of lease commencement, prepaid rent of $4.2 million was reclassed to the right-of-use asset. The Company provided a letter of credit in the amount of $4.4 million as a security for the lease, which renews each calendar year up to but not beyond April 1, 2033. The cash securing the letter of credit of $4.4 million is classified as restricted cash on the consolidated balance sheet. Annual fixed rent payments of $7.6 million will commence on January 1, 2023 through the original term of the lease, subject to annual increases of 3%.

Summary of lease cost

The following table summarizes the presentation in the Company's consolidated balance sheets of its operating leases (in thousands):


	As of December 31,
	2022		2021
Assets:
Operating lease assets	$	59,102	$	5,491

Liabilities:
Operating lease liabilities, current		3,681		1,651
Operating lease liabilities, net of current portion		53,013		4,392
Total operating lease liabilities	$	56,694	$	6,043

The following table summarizes the effect of lease costs in the Company's consolidated statement of operations (in thousands):


	Years Ended December 31,
	2022		2021
Operating lease costs	$	3,264	$	1,939
Short-term lease costs		332		-
Variable lease costs		1,551		1,224
Total lease costs	$	5,147	$	3,163

During the years ended December 31, 2022 and 2021, the Company made cash payments for operating leases of $2.0 million and $1.9 million, respectively.

As of December 31, 2022, future payments of operating lease liabilities are as follows (in thousands):


	As of December 31, 2022
2023	$	9,034
2024		8,928
2025		8,067
2026		8,309
2027 and thereafter		55,356
Total future payments of operating lease liabilities		89,694
Less: imputed interest		(33,000	)
Present value of operating lease liabilities	$	56,694

As of December 31, 2022, the weighted average remaining lease term was 9.7 years and the weighted average incremental borrowing rate used to determine the operating lease liability was 9.8%. As of December 31, 2021 the weighted average remaining lease term was 3.4 years and the weighted average incremental borrowing rate used to determine the operating lease liability was 8.0%.

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.

Loan and Security Agreement

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Loan and Security Agreement

10. Loan and Security Agreement

On September 9, 2022 (the Closing Date), the Company entered into a Loan and Security Agreement (the Loan Agreement) with K2 HealthVentures LLC (K2HV), pursuant to which convertible term loans in an aggregate principal amount of up to $60 million is available to the Company in three tranches, subject to certain terms and conditions. The Company drew the first tranche of $30 million from K2HV on the Closing Date. The Company has the option to draw the second tranche of $10 million upon the achievement of certain financial and clinical milestones and an uncommitted third tranche of $20 million may be funded by joint agreement of the Company and K2HV. On the Closing Date, the Company paid a facility fee of $0.4 million to K2HV and is subject to an additional 1% of the principal amount of any amount drawn on third tranche.

The term loans mature on September 1, 2026 (the Maturity Date), and will be subject to interest only payments for 24 months, which can be extended to 36 months upon achievement of certain financial and clinical milestones, following which the term loans will amortize in equal monthly installments until maturity. The Company has the ability to repay the loan at any time either in cash or in shares, subject to applicable premiums as specified in the Loan Agreement. The term loans will accrue interest at a per annum rate equal to the greater of (i) 8.75% and (ii) the sum of (A) the prime rate (as last quoted in The Wall Street Journal) and (B) 4.75%, subject to a cap of 9.90%. At December 31, 2022 the applicable interest rate is 9.90%.

The lenders may elect at any time following the closing prior to the payment in full of the term loans to convert any portion of the principal amount of the term loans then outstanding into shares of the Company's common stock. The first tranche of the loan is convertible at the option of K2HV at a conversion price of $4.785 per share and future tranches will be convertible as specified in the agreement, provided that, such price shall be subject to the applicable conversion price floor and other adjustments in accordance with the Loan Agreement. The embedded conversion option meets the derivative accounting scope exception since the embedded conversion option is indexed to the Company’s own common stock and qualifies for classification within stockholders’ equity.

The Company has the option to prepay all, but not less than all, of the outstanding principal balance of the term loans under the Loan Agreement subject to a prepayment fee ranging from 4% to 1% depending upon when the prepayment occurs. The Company is obligated to pay a final fee equal to 6.00% of the aggregate amount of the term loans funded (the Exit Fee), to occur upon the earliest of (i) the maturity date, (ii) the acceleration of the term loans, and (iii) the prepayment of the term loans. If, upon equity conversion, K2HV receives gross proceeds in an amount equal to at least 1.5 multiplied by the principal amount converted from the sale or other disposition of such Conversion Shares (as defined in the Loan Agreement), then as to such principal amount, the Exit Fee will be reduced to zero.

The Company’s obligations under the Loan Agreement are secured by a first priority security interest in substantially all of its assets (other than intellectual property), subject to certain exceptions. The Loan Agreement contains customary representations and warranties, and also includes customary events of default, including payment default, breach of covenants, change of control, and material adverse effects. The Loan Agreement restricts certain activities, such as disposing of the Company’s business or certain assets, incurring additional debt or liens or making payments on other debt, making certain investments and declaring dividends, acquiring or merging with another entity, engaging in transactions with affiliates or encumbering intellectual property, among others. During the term of the Loan Agreement, the Company must maintain minimum unrestricted cash and cash equivalents equal to 5.0 times the average monthly cash burn measured over the trailing three-month period. Upon the occurrence of an event of default, a default interest rate of an additional 5% per annum may be applied to the outstanding loan balances, and the Lender may declare all outstanding obligations immediately due and payable and exercise all of its rights and remedies as set forth in the Loan Agreement and under applicable law.

The Company recorded $0.9 million in interest expense for the year ended December 31, 2022. The effective interest rate on the Loan Agreement, including the amortization of the debt discount and issuance costs, and accretion of the Exit Fee, was 13.13% at December 31, 2022.

Future principal payments as of December 31, 2022 are as follows:


2024	$	3,427
2025		14,588
2026		11,985
Total principal payments		30,000
Plus: Final payment fee		1,800
Less: unamortized debt discount and final fee		(2,510	)
Long-term debt	$	29,290

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 470
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+ Details

Retirement Plan

12 Months Ended

Dec. 31, 2022

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 $0.6 million and $0.4 million for the years ended December 31, 2022 and 2021, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
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+ Details

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

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,
	2022			2021
Numerator:
Net loss	$	(66,221	)	$	(48,625	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		24,048,267			11,662,672
Net loss per share, basic and diluted	$	(2.75	)	$	(4.17	)

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,
	2022		2021
Options to purchase common stock		5,230,537		3,019,476
Common stock issuable upon conversion of Loan Agreement		2,116,780		-
Unvested restricted common stock		-		116,870
Total		7,347,317		3,136,346

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

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
Software		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.

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

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncement

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

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
Software		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, 2022

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

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


	December 31,
	2022			2021
Laboratory equipment	$	13,747		$	11,359
Leasehold improvements		3,447			3,433
Office and computer equipment		1,483			381
Furniture and fixtures		1,638			412
Construction-in-progress		5			1,263
Property and equipment	$	20,320		$	16,848
Less: accumulated depreciation and amortization		(10,220	)		(5,083	)
Property and equipment, net	$	10,100		$	11,765

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022 using:
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents – money market funds	$	116,946	$	-	$	-	$	116,946
Total financial assets	$	116,946	$	-	$	-	$	116,946


	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

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

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,
	2022		2021
Accrued employee compensation and benefits	$	4,357	$	2,600
Accrued research and development		1,322		1,902
Accrued consulting and professional services		636		949
Accrued legal services and license fee		92		54
Other		431		1,012
Total accrued expenses and other current liabilities	$	6,838	$	6,517

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Weighted-average for Each of The Assumptions The Company Used to Determine The Grant-date Fair Value of Options Granted

The weighted-average for each of the assumptions the Company used to determine the grant-date fair value of options granted were as follows:


	Year Ended December 31,
	2022			2021
Risk free interest rate		2.40	%		0.79	%
Expected term (in years)		6.24			6.05
Expected dividend yield		0	%		0	%
Expected volatility of underlying common stock		81	%		75	%

Summary of Stock Option Activity

The following table summarizes the stock option activity:


	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Life (in Years)		Intrinsic Value (in thousands)
Outstanding January 1, 2022		3,019,476		$	6.55		8.61	$	2,120
Granted		2,593,585			3.94
Exercised		(55,107	)		2.42
Canceled		(327,417	)		5.72
Outstanding December 31, 2022		5,230,537		$	5.35		8.49	$	—
Options vested or expected to vest as of December 31, 2022		5,230,537		$	5.35		8.49	$	—
Stock options exercisable as of December 31, 2022		1,550,423		$	5.56		7.39	$	—

Summary of Other Information Related to Option Activity

Other information related to the option activity for the years ended December 31, 2022 and 2021:


	Year Ended December 31,
	2022		2021
Weighted-average fair value of options granted	$	2.80	$	5.74
Intrinsic value of options exercised (in thousands)	$	62	$	1,174

Summary of Stock-based Compensation Expense


	Year Ended December 31,
	2022		2021
Research and development	$	1,626	$	878
General and administrative		2,925		1,638
Total stock-based compensation expense	$	4,551	$	2,516

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

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,
	2022			2021
Taxes at U.S. statutory rate		21.0	%		21.0	%
Changes from statutory rate:
State taxes, net of federal benefit		8.3	%		8.3	%
Tax credits		5.1	%		4.1	%
Share-based compensation		-0.9	%		-1.0	%
Change in valuation allowance		-33.8	%		-32.4	%
Other		0.3	%		0.0	%
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,
	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	23,391		$	18,742
Tax credits		10,191			5,319
Deferred revenue		1,332			3,526
Depreciation and amortization		824			411
Amortization		525			571
Stock-based compensation		707			99
Leasehold liability		15,489			1,651
Capitalized R&D costs		14,380			-
Other		1,441			688
Total deferred tax assets		68,280			31,007
Deferred tax liabilities:
Right of use Asset		(16,411	)		(1,500	)
Valuation allowance		(51,869	)		(29,507	)
Net deferred tax assets and liabilities	$	-		$	-

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Maturity of Future Payments Of Operating Lease Liabilities

As of December 31, 2022, future payments of operating lease liabilities are as follows (in thousands):


	As of December 31, 2022
2023	$	9,034
2024		8,928
2025		8,067
2026		8,309
2027 and thereafter		55,356
Total future payments of operating lease liabilities		89,694
Less: imputed interest		(33,000	)
Present value of operating lease liabilities	$	56,694

Summary Of presentation of operating lease In consolidated balance sheet

The following table summarizes the presentation in the Company's consolidated balance sheets of its operating leases (in thousands):


	As of December 31,
	2022		2021
Assets:
Operating lease assets	$	59,102	$	5,491

Liabilities:
Operating lease liabilities, current		3,681		1,651
Operating lease liabilities, net of current portion		53,013		4,392
Total operating lease liabilities	$	56,694	$	6,043

Lease cost in the Company's consolidated statement of operations

The following table summarizes the effect of lease costs in the Company's consolidated statement of operations (in thousands):


	Years Ended December 31,
	2022		2021
Operating lease costs	$	3,264	$	1,939
Short-term lease costs		332		-
Variable lease costs		1,551		1,224
Total lease costs	$	5,147	$	3,163

Loan and Security Agreement (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Future Principal Payments

Future principal payments as of December 31, 2022 are as follows:


2024	$	3,427
2025		14,588
2026		11,985
Total principal payments		30,000
Plus: Final payment fee		1,800
Less: unamortized debt discount and final fee		(2,510	)
Long-term debt	$	29,290

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

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,
	2022			2021
Numerator:
Net loss	$	(66,221	)	$	(48,625	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		24,048,267			11,662,672
Net loss per share, basic and diluted	$	(2.75	)	$	(4.17	)

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,
	2022		2021
Options to purchase common stock		5,230,537		3,019,476
Common stock issuable upon conversion of Loan Agreement		2,116,780		-
Unvested restricted common stock		-		116,870
Total		7,347,317		3,136,346

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, 2022	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Date of incorporation		Apr. 17, 2018
Net proceeds from issuance of shares			$ 89,647
Net losses		$ 66,221	48,625
Accumulated deficit		$ 158,379	$ 92,158
Voting Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, shares authorized		300,000,000	300,000,000
Non-voting Common Stock
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, shares authorized		10,000,000	10,000,000
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, 2022	Dec. 31, 2021	Nov. 01, 2021	Aug. 31, 2019
Restricted cash	$ 5,037,000	$ 5,031,000
Uncertain tax positions	0	$ 0
Letter of Credit
Restricted cash	$ 5,000,000.0		$ 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, 2022
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
Software \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Software \| 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, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment	$ 20,320	$ 16,848
Less: accumulated depreciation and amortization	(10,220)	(5,083)
Property and equipment, net	10,100	11,765
Laboratory Equipment
Property, Plant and Equipment [Line Items]
Property and equipment	13,747	11,359
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment	3,447	3,433
Office and Computer Equipment
Property, Plant and Equipment [Line Items]
Property and equipment	1,483	381
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Property and equipment	1,638	412
Construction-in-Progress
Property, Plant and Equipment [Line Items]
Property and equipment	$ 5	$ 1,263

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 5.1	$ 3.3

Fair Value Measurements - Schedule of Assets Carried at Fair Value on a Hierarchy Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets, Fair Value Disclosure [Abstract]
Total financial assets	$ 116,946	$ 159,668
Cash Equivalents - Money Market Funds
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents fair value disclosure	116,946	159,668
Level 1
Assets, Fair Value Disclosure [Abstract]
Total financial assets	116,946	159,668
Level 1 \| Cash Equivalents - Money Market Funds
Assets, Fair Value Disclosure [Abstract]
Cash and cash equivalents fair value disclosure	$ 116,946	$ 159,668

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
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, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued employee compensation and benefits	$ 4,357	$ 2,600
Accrued research and development	1,322	1,902
Accrued consulting and professional services	636	949
Accrued legal services and license fee	92	54
Other	431	1,012
Total accrued expenses and other current liabilities	$ 6,838	$ 6,517

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Jul. 31, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Net proceeds from issuance of shares		$ 89,647
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, 2022	Jan. 01, 2022	Jul. 14, 2021	Apr. 20, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense		$ 13,000,000.0
Weighted average period remaining (in years)		2 years 9 months 3 days
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
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
Unvested restricted stock		0	116,870
Unvested restricted stock, Vested		116,870
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	1,539,040
Number of awards permitted to grant				0
Percentage of number of common stock issued and outstanding	4.00%
2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issuance of common stock shares under the plan		347,085
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
2021 Employee Stock Purchase Plan \| Common Stock [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock issued		146,380

Stock Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 4,551	$ 2,516
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	1,626	878
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 2,925	$ 1,638

Stock Based Compensation - Summary of Weighted-average for each of the Assumptions the Company Used to Determine the Grant-date Fair Value of Options Granted (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Risk free interest rate	2.40%	0.79%
Expected term (in years)	6 years 2 months 26 days	6 years 18 days
Expected dividend yield	0.00%	0.00%
Expected volatility of underlying common stock	81.00%	75.00%

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, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock Options Outstanding, Beginning balance	3,019,476
Stock Options Outstanding, Granted	2,593,585
Stock Options Outstanding, Exercised	(55,107)
Stock Options Outstanding, Cancelled	(327,417)
Stock Options Outstanding, Ending balance	5,230,537	3,019,476
Stock Options vested or expected to vest	5,230,537
Stock options exercisable	1,550,423
Stock Options Outstanding, Weighted Average Exercise Price, Beginning Balance	$ 6.55
Stock Options Granted, Weighted Average Exercise Price	3.94
Stock Options Exercised, Weighted Average Exercise Price	2.42
Stock Options Cancelled, Weighted Average Exercise Price	5.72
Stock Options Outstanding, Weighted Average Exercise Price, Ending balance	5.35	$ 6.55
Stock Options vested or expected to vest, Weighted Average Exercise Price	5.35
Stock options exercisable, Weighted Average Exercise Price	$ 5.56
Stock Options Outstanding, Weighted Average Remaining Contractual Life	8 years 5 months 26 days	8 years 7 months 9 days
Stock Options vested or expected to vest, Weighted Average Remaining Contractual Life	8 years 5 months 26 days
Stock options exercisable, Weighted Average Remaining Contractual Life	7 years 4 months 20 days
Stock Options Outstanding, Intrinsic Value, Beginning	$ 2,120
Stock Options Outstanding, Intrinsic Value, Ending		$ 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, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Weighted-average fair value of options granted	$ 2.80	$ 5.74
Intrinsic value of options exercised	$ 62	$ 1,174

Income Taxes - Reconciliation of the Federal Statutory Income Tax Rate to the Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
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%	8.30%
Tax credits	5.10%	4.10%
Share-based compensation	(0.90%)	(1.00%)
Change in valuation allowance	(33.80%)	(32.40%)
Other	0.30%	0.00%
Effective income tax rate	0.00%	0.00%

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
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	$ 22,400,000	$ 15,800,000
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	$ 83,500,000
Net operating loss carryforwards, expiration year	2042
U.S. Federal
Tax Credit Carryforward [Line Items]
Net operating loss carryforwards	$ 86,200,000
U.S. Federal \| R&D
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	$ 6,900,000
Tax credit carryforwards, expiration year	2042
State \| R&D
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	$ 4,200,000
Tax credit carryforwards, expiration year	2037

Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$ 23,391	$ 18,742
Tax credits	10,191	5,319
Deferred revenue	1,332	3,526
Depreciation and amortization	824	411
Amortization	525	571
Stock-based compensation	707	99
Leasehold liability	15,489	1,651
Capitalized R&D costs	14,380
Other	1,441	688
Total deferred tax assets	68,280	31,007
Deferred tax liabilities:
Right of use Asset	16,411	1,500
Valuation allowance	$ (51,869)	$ (29,507)

Collaboration and License Agreements - Additional Information (Details) $ in Thousands		1 Months Ended	12 Months Ended
	Mar. 31, 2020 USD ($)	Mar. 31, 2020 USD ($) Target	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Collaboration And License Agreements [Line Items]
Collaboration and license revenue			$ 13,535	$ 10,141
Incurred costs			80,171	58,782
Deferred revenue, current portion			$ 3,874	11,410
Long-term deferred revenue				1,497
Maximum \| Novartis Agreement
Collaboration And License Agreements [Line Items]
Ownership Interest			10.00%
Minimum \| Novartis Agreement
Collaboration And License Agreements [Line Items]
Ownership Interest	10.00%	10.00%
Novartis
Collaboration And License Agreements [Line Items]
License agreement date		Mar. 31, 2020
Upfront payment received	$ 20,000
Upfront payment receivable		$ 20,000
Negotiation period			180 days
Expects research term		3 years
Collaboration and license revenue			$ 13,500	9,800
Incurred costs			4,500	3,300
Deferred revenue, current portion			$ 3,900	11,400
Long-term deferred revenue				$ 1,500
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	Apr. 30, 2020	Aug. 31, 2019	Dec. 31, 2022	Dec. 31, 2021	Oct. 28, 2022
Commitments And Contingencies Disclosure [Line Items]
Lease expiration date	Dec. 31, 2032		Oct. 31, 2022	Sep. 30, 2024
Lease security amount					$ 5,037	$ 5,031
Cash deposit					725	166
Annual fixed rent.	$ 7,600
Percentage of increase in annual fixed rent	3.00%
Lease costs					5,147	3,163
Right-of-use assets					59,102	5,491	$ 57,700
Present value of operating lease liability					56,694	6,043	$ 53,500
Discount rate							9.90%
Prepaid rent reclassed to right of use asset							$ 4,200
cash payments for operating leases					$ 2,000	$ 1,900
Weighted-average remaining lease term (in years)					9 years 8 months 12 days	3 years 4 months 24 days
Operating lease weighted average incremental borrowing rate percent.					9.80%	8.00%
Royalty Agreement
Commitments And Contingencies Disclosure [Line Items]
Percentage of aggregate royalty of net sales of any product sold		1.00%
Letter of Credit
Commitments And Contingencies Disclosure [Line Items]
Lease expiration date				Jan. 31, 2025
Lease security amount	$ 4,400			$ 600	$ 5,000

Commitments and Contingencies - Summary Of Presentation Of Operating Lease In Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Oct. 28, 2022	Dec. 31, 2021
Assets [Abstract]
Operating lease assets	$ 59,102	$ 57,700	$ 5,491
Liabilities [Abstract]
Operating lease liabilities, current	3,681		1,651
Operating lease liability, net of current portion	53,013		4,392
Total operating lease liabilities	$ 56,694	$ 53,500	$ 6,043

Commitment nad Contigencies - Lease Cost in the Company's Consolidated Statement of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Lease, Cost [Abstract]
Operating lease costs	$ 3,264	$ 1,939
Short-term lease costs	332
Variable lease costs	1,551	1,224
Total lease costs	$ 5,147	$ 3,163

Commitments and Contingencies - Maturity of Future Payments Of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Oct. 28, 2022	Dec. 31, 2021
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2023	$ 9,034
2024	8,928
2025	8,067
2026	8,309
2027 and thereafter	55,356
Total future payments of operating lease liabilities	89,694
Less: imputed interest	(33,000)
Present value of operating lease liability	$ 56,694	$ 53,500	$ 6,043

Loan and Security Agreement - Additional Information (Details) - USD ($)		12 Months Ended
	Sep. 09, 2022	Dec. 31, 2022
Debt Instrument [Line Items]
Debt instrument drew		$ 30,000,000
Interest rate		13.13%
Default interest rate	5.00%
Interest expense		$ 900,000
K2 Health Ventures [Member]
Debt Instrument [Line Items]
Principal amount	$ 60,000,000
Facility fee	$ 400,000
Additional principal amount percentage	1.00%
Term loan maturity date	Sep. 01, 2026
Interest only payment term	24 months
Interest only payment extended term	36 months
Contractual interest rate	8.75%
Interest rate	9.90%	9.90%
Conversion price	$ 4.785
Final fee	6.00%
Covenant terms		During the term of the Loan Agreement, the Company must maintain minimum unrestricted cash and cash equivalents equal to 5.0 times the average monthly cash burn measured over the trailing three-month period.
K2 Health Ventures [Member] \| Prime Rate [Member]
Debt Instrument [Line Items]
Prime rate	4.75%
Tranche One [Member] \| K2 Health Ventures [Member]
Debt Instrument [Line Items]
Debt instrument drew	$ 30,000,000
Tranche Two [Member] \| K2 Health Ventures [Member]
Debt Instrument [Line Items]
Debt instrument remaining borrowing capacity	10,000,000
Tranche Three [Member] \| K2 Health Ventures [Member]
Debt Instrument [Line Items]
Debt instrument remaining borrowing capacity	$ 20,000,000
Maximum [Member] \| K2 Health Ventures [Member]
Debt Instrument [Line Items]
Prepayment fee range	4.00%
Minimum [Member] \| K2 Health Ventures [Member]
Debt Instrument [Line Items]
Prepayment fee range	1.00%
Covenant Terms, Unrestricted Cash and Cash Equivalents		$ 5,000,000.0

Loan and Security Agreement - Schedule of Future Principal Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2024	$ 3,427
2025	14,588
2026	11,985
Total principal payments	30,000
Plus: Final payment fee	1,800
Less: unamortized debt discount and final fee	(2,510)
Long-Term Debt, Total	$ 29,290

- Definition

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

+ References + Details

Retirement Plan - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Defined contribution plan, employer contribution amount	$ 0.6	$ 0.4

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, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net loss	$ (66,221)	$ (48,625)
Weighted-average common shares outstanding, basic	24,048,267	11,662,672
Weighted-average common shares outstanding, diluted	24,048,267	11,662,672
Net loss per share, basic	$ (2.75)	$ (4.17)
Net loss per share, diluted	$ (2.75)	$ (4.17)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

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+ Details

- Definition

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

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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, 2022	Dec. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total	7,347,317	3,136,346
Common stock issuable upon conversion of Loan Agreement
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total	2,116,780
Unvested Restricted Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total		116,870
Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total	5,230,537	3,019,476