0000950170-22-014461 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2022	Jul. 31, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Registrant Name	Omega Therapeutics, Inc.
Entity Central Index Key	0001850838
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		47,853,417
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	OMGA
Security Exchange Name	NASDAQ
Entity File Number	001-40657
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-3247585
Entity Address, Address Line One	20 Acorn Park Drive
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02140
City Area Code	617
Local Phone Number	949-4360
Document Quarterly Report	true
Document Transition Report	false

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 90,857	$ 186,482
Marketable securities	82,808	38,845
Accounts receivable, due from related party	581	257
Prepaid expenses and other current assets	8,830	3,702
Total current assets	183,076	229,286
Property and equipment, net	3,958	3,605
Operating lease right-of-use assets, net	5,525
Restricted cash	341	341
Other assets	146	101
Total assets	193,046	233,333
Current liabilities:
Accounts payable	2,731	2,109
Accrued expenses	8,959	9,475
Other current liabilities	252	399
Lease liabilities, current	1,663
Total current liabilities	13,605	11,983
Lease liabilities, non-current	1,826
Long-term debt, net	19,892	19,869
Other liabilities	339	853
Total liabilities	35,662	32,705
Commitments and contingencies (Note 9)
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized as of June 30, 2022 and December 31, 2021; no shares issued and outstanding as of June 30, 2022 and December 31, 2021	0	0
Common stock, $0.001 par value; 200,000,000 shares authorized as of June 30, 2022 and December 31, 2021; 47,852,508 and 47,793,469 issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	48	48
Additional paid-in capital	338,923	335,147
Accumulated other comprehensive loss	(1,006)	(62)
Accumulated deficit	(180,581)	(134,505)
Total stockholders' equity	157,384	200,628
Total liabilities and stockholders' equity	$ 193,046	$ 233,333

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	47,852,508	47,793,469
Common stock, shares outstanding	47,852,508	47,793,469

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Collaboration revenue from related party	$ 476		$ 743
Operating expenses:
Research and development	19,387	$ 11,184	33,659	$ 20,933
General and administrative	6,202	3,637	11,336	6,452
Related party expense, net	741	384	1,562	763
Total operating expenses	26,330	15,205	46,557	28,148
Loss from operations	(25,854)	(15,205)	(45,814)	(28,148)
Other expense, net:
Interest expense, net	(55)	(190)	(210)	(402)
Change in fair value of warrant liability		(11)		(340)
Other expense, net	(3)	(4)	(52)	(8)
Total other expense, net	(58)	(205)	(262)	(750)
Net loss	$ (25,912)	$ (15,410)	$ (46,076)	$ (28,898)
Net loss per common stock attributable to common stockholders, basic	$ (0.54)	$ (3.36)	$ (0.96)	$ (6.36)
Net loss per common stock attributable to common stockholders, diluted	$ (0.54)	$ (3.36)	$ (0.96)	$ (6.36)
Weighted-average common stock used in net loss per share attributable to common stockholders, basic	47,849,639	4,588,500	47,828,594	4,542,832
Weighted-average common stock used in net loss per share attributable to common stockholders, diluted	47,849,639	4,588,500	47,828,594	4,542,832
Comprehensive loss:
Net loss	$ (25,912)	$ (15,410)	$ (46,076)	$ (28,898)
Other comprehensive loss:
Unrealized loss on marketable securities	(147)		(944)
Comprehensive loss	$ (26,059)	$ (15,410)	$ (47,020)	$ (28,898)

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Preferred Stock - Series A	Preferred Stock - Series B	Preferred Stock - Series C	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Balance at Dec. 31, 2020	$ (64,628)				$ 5	$ 1,592		$ (66,225)
Balance (in shares) at Dec. 31, 2020		56,775,232	32,399,999
Balance at Dec. 31, 2020		$ 26,708	$ 48,517
Balance (in shares) at Dec. 31, 2020					4,465,351
Issuance of redeemable convertible preferred stock, shares				41,833,328
Issuance of redeemable convertible preferred stock				$ 125,368
Issuance of common stock for options exercised	45					45
Issuance of common stock for options exercised, shares					80,460
Stock-based compensation	194					194
Net loss	(13,488)							(13,488)
Balance at Mar. 31, 2021	(77,877)				$ 5	1,831		(79,713)
Balance (in shares) at Mar. 31, 2021		56,775,232	32,399,999	41,833,328
Balance at Mar. 31, 2021		$ 26,708	$ 48,517	$ 125,368
Balance (in shares) at Mar. 31, 2021					4,545,811
Balance at Dec. 31, 2020	(64,628)				$ 5	1,592		(66,225)
Balance (in shares) at Dec. 31, 2020		56,775,232	32,399,999
Balance at Dec. 31, 2020		$ 26,708	$ 48,517
Balance (in shares) at Dec. 31, 2020					4,465,351
Net loss	(28,898)
Balance at Jun. 30, 2021	(92,484)				$ 5	2,634		(95,123)
Balance (in shares) at Jun. 30, 2021		56,775,232	32,399,999	41,833,328
Balance at Jun. 30, 2021		$ 26,708	$ 48,517	$ 125,368
Balance (in shares) at Jun. 30, 2021					4,647,035
Balance at Mar. 31, 2021	(77,877)				$ 5	1,831		(79,713)
Balance (in shares) at Mar. 31, 2021		56,775,232	32,399,999	41,833,328
Balance at Mar. 31, 2021		$ 26,708	$ 48,517	$ 125,368
Balance (in shares) at Mar. 31, 2021					4,545,811
Issuance of common stock for options exercised	118					118
Issuance of common stock for options exercised, shares					101,224
Stock-based compensation	685					685
Net loss	(15,410)							(15,410)
Balance at Jun. 30, 2021	(92,484)				$ 5	2,634		(95,123)
Balance (in shares) at Jun. 30, 2021		56,775,232	32,399,999	41,833,328
Balance at Jun. 30, 2021		$ 26,708	$ 48,517	$ 125,368
Balance (in shares) at Jun. 30, 2021					4,647,035
Balance at Dec. 31, 2021	200,628				$ 48	335,147	$ (62)	(134,505)
Balance (in shares) at Dec. 31, 2021					47,793,469
Issuance of common stock for options exercised	83					83
Issuance of common stock for options exercised, shares					46,576
Other comprehensive loss	(797)						(797)
Stock-based compensation	1,604					1,604
Net loss	(20,164)							(20,164)
Balance at Mar. 31, 2022	181,354				$ 48	336,834	(859)	(154,669)
Balance (in shares) at Mar. 31, 2022					47,840,045
Balance at Dec. 31, 2021	200,628				$ 48	335,147	(62)	(134,505)
Balance (in shares) at Dec. 31, 2021					47,793,469
Other comprehensive loss	(944)
Net loss	(46,076)
Balance at Jun. 30, 2022	157,384				$ 48	338,923	(1,006)	(180,581)
Balance (in shares) at Jun. 30, 2022					47,852,508
Balance at Mar. 31, 2022	181,354				$ 48	336,834	(859)	(154,669)
Balance (in shares) at Mar. 31, 2022					47,840,045
Issuance of common stock for options exercised	35					35
Issuance of common stock for options exercised, shares					12,463
Other comprehensive loss	(147)						(147)
Stock-based compensation	2,054					2,054
Net loss	(25,912)							(25,912)
Balance at Jun. 30, 2022	$ 157,384				$ 48	$ 338,923	$ (1,006)	$ (180,581)
Balance (in shares) at Jun. 30, 2022					47,852,508

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Preferred Stock - Series C
Stock issuance costs	$ 132

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Operating activities
Net loss	$ (46,076)	$ (28,898)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	786	639
Amortization of debt issuance costs and debt discount	23	74
Noncash lease expense	1,768
Accretion of discounts on marketable securities	633
Change in fair value of warrant liability		340
Change in fair value of success fee obligation	13	5
Stock-based compensation expense	3,657	879
Deferred rent		(62)
Changes in operating assets and liabilities:
Accounts receivable due from related party	(325)
Prepaid expenses and other current assets	(5,126)	(249)
Deferred offering costs		(904)
Other assets	(2,944)	(51)
Accounts payable	541	67
Accrued expenses and other current liabilities	(1,716)	3,007
Other liabilities	(677)	(4)
Net cash used in operating activities	(49,443)	(25,157)
Investing activities
Purchases of property and equipment	(760)	(914)
Purchases of marketable securities	(57,415)
Proceeds from maturities of marketable securities	11,875
Net cash used in investing activities	(46,300)	(914)
Financing activities
Proceeds from issuance of redeemable convertible preferred stock		125,500
Payments for preferred stock issuance costs		(132)
Proceeds from exercise of stock options	118	163
Net cash provided by financing activities	118	125,531
Net change in cash, cash equivalents and restricted cash	(95,625)	99,460
Cash, cash equivalents and restricted cash—beginning of period	186,823	23,292
Cash, cash equivalents and restricted cash—end of period	91,198	122,752
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	90,857	122,411
Restricted cash	341	341
Cash, cash equivalents and restricted cash—end of period	91,198	122,752
Supplemental disclosures of cash flow information
Cash paid for interest	521	348
Supplemental disclosure of noncash investing and financing activities
Deferred offering costs in accounts payable and accrued expenses		681
Purchase of property and equipment included in accounts payable and accrued expenses	$ 380	$ 343

Nature of the Business and Basis of Presentation

6 Months Ended

Jun. 30, 2022

Nature Of Business And Basis Of Presentation [Abstract]

Nature of the Business and Basis of Presentation

1. Nature of the Business and Basis of Presentation

Organization

Omega Therapeutics, Inc. (the “Company” or “Omega”) is a clinical-stage biotechnology company pioneering a systematic approach to use mRNA therapeutics as programmable epigenetic medicines by leveraging its OMEGA Epigenomic ProgrammingTM platform (“OMEGA platform”). The OMEGA platform harnesses the power of epigenetics, the mechanism that controls gene expression and every aspect of an organism’s life from cell genesis, growth and differentiation to cell death. The OMEGA platform enables control of fundamental epigenetic processes to correct the root cause of disease by restoring aberrant gene expression to a normal range without altering native nucleic acid sequences. The Company was incorporated in July 2016 (“inception”) as a Delaware corporation and its offices are in Cambridge, Massachusetts.

Liquidity and going concern

Since its inception, the Company has devoted substantially all of the resources to building its platform and advancing development of its portfolio of programs, establishing and protecting its intellectual property, conducting research and development activities, organizing and staffing the Company, business planning, raising capital and providing general and administrative support for these operations. The Company is subject to risks and uncertainties common to early clinical-stage companies in the biotechnology industry including, but not limited to, technical risks associated with the successful research, development and manufacturing of product candidates, risks related to clinical development of product candidates, developments by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Current and future programs will require significant research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

In August 2021, the Company completed its initial public offering (“IPO”) pursuant to which it issued and sold 8,300,976 shares of its common stock, including 900,976 shares pursuant to the partial exercise of the underwriters’ option to purchase additional shares, at a public offering price of $17.00 per share, for aggregate gross proceeds of $141.1 million. The Company received approximately $128.1 million in net proceeds after deducting underwriting discounts and commissions and other offering expenses payable by the Company.

The Company expects that its cash, cash equivalents and marketable securities of $173.7 million at June 30, 2022 will enable it to fund its operating expenses and capital expenditure requirements for at least twelve months from the filing date of this Quarterly Report on Form 10-Q. However, additional funding will be necessary to fund future preclinical and clinical activities and to develop new product candidates. The Company expects to finance its future cash needs through a combination of equity offerings, debt financings, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements, or other sources.

COVID-19-Related Significant Risks and Uncertainties

With the global COVID-19 pandemic continuing, the Company is following, and plans to continue to follow, recommendations from federal, state and local governments regarding workplace policies, practices and procedures. To provide a safe work environment for its employees, the Company has implemented various measures to promote social distancing, encourage employees to work remotely when possible, increase sanitization of its facilities and provide personal protective equipment for its employees. The Company expects to continue incurring additional costs to ensure it adheres to the guidelines instituted by the federal, state and local governments and to provide a safe working environment to its onsite employees.

The extent to which the COVID-19 pandemic and variants of the virus impacts the Company’s business, its corporate development objectives, results of operations and financial condition, and the fair value of and market for its common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements, and the effectiveness of actions taken globally to contain and treat the disease. Disruptions to the global economy, disruption of global healthcare systems, and other significant impacts of the COVID-19 pandemic could have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects.

While the COVID-19 pandemic did not significantly impact the Company’s business or results of operations during the six months ended June 30, 2022, the length and extent of the pandemic, its consequences, and containment efforts will determine the future impact on the Company’s operations and financial condition.

Basis of Presentation

The accompanying condensed consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”), of the Financial Accounting Standards Board (“FASB”). All amounts herein are expressed in U.S. dollars (“USD”) unless otherwise noted.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principles of consolidation

The accompanying condensed consolidated unaudited financial statements include the accounts of Omega Therapeutics, Inc. and its wholly owned subsidiary, Omega Therapeutics Security Corporation, which is a Massachusetts subsidiary. All intercompany transactions and balances have been eliminated in consolidation.

Unaudited Interim Financial Information

The accompanying condensed consolidated unaudited financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The unaudited financial statements have been prepared on the same basis as audited financial statements, except certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been consolidated or omitted from this report, as is permitted by such rules and regulations. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair representation of the results for the reported periods. These condensed consolidated unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 10, 2022 (the “2021 10-K”).

The results for the six months ended June 30, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period.

Use of Estimates

The preparation of the condensed consolidated unaudited financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses, and the disclosure of contingent assets and liabilities as of and during the reporting period. The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances.

Significant estimates and assumptions reflected in these condensed consolidated unaudited financial statements include, but are not limited to, the selection of useful lives of property and equipment, the fair values of certain financial instruments issued prior to the IPO (common stock, redeemable convertible preferred stock, and warrants), the fair value of the success fee obligation, and stock-based compensation. Actual results could differ from these estimates. Changes in estimates are reflected in reported results in the period in which they become known.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, “Summary of significant accounting policies,” to the Company’s audited financial statements included in the 2021 10-K. There have been no material changes to the significant accounting policies during the six months ended June 30, 2022.

Recently Adopted Accounting Pronouncements

Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight- line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases today.

The Company adopted ASU 2016-02, and related amendments, on January 1, 2022 using the effective date transition method. As such, the adoption of ASU 2016-02 did not change the classification of any of the existing leases as of the transition date, and the prior period results are not adjusted or restated and continue to be reported in accordance with ASC Topic 840: Leases (“Topic 840”). The Company has elected a package of practical expedients, under which an entity need not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, or initial direct costs for any existing leases. The Company also elected not to separate lease and non-lease components and not to recognize leases with an initial term of 12 months or less.

The Company has real estate leases for its corporate offices and lab space located in Cambridge, Massachusetts. It determines if an arrangement is a lease at contract inception. Operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. Lease payments are typically fixed and escalate over time. Variable payments relate to the Company’s usage or share of the lessor’s operating costs associated with the underlying asset and are recognized as incurred. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. The Company uses its incremental borrowing rate to calculate the lease liability when the implicit rate is not readily determinable. Lease expense is recognized on a straight-line basis over the lease term.

Upon the adoption of this standard, the Company recorded operating lease right-of-use assets of $4.4 million and corresponding operating lease liabilities of $5.1 million as of January 1, 2022. The difference between the value of the right-of-use assets and lease liabilities is due to the reclassification of existing deferred rent and unamortized lease incentives as of January 1, 2022. The adoption of this standard did not materially impact the condensed consolidated statement of operations and comprehensive loss and statement of cash flows as of the adoption date and for the periods presented. Refer to Note 9, Commitments and contingencies, for further discussion.

Income Taxes

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes, enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. Adoption of the standard requires certain changes to be made prospectively and certain others to be made retrospectively. The Company adopted ASU 2019-12 on January 1, 2022. The adoption of this standard did not result in any material impact on the Company's financial statements.

Marketable Securities

6 Months Ended

Jun. 30, 2022

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

3. Marketable Securities

The following table summarizes the Company’s marketable securities (in thousands):


	June 30, 2022
	Amortized cost		Gross unrealized losses			Fair value
Corporate debt securities	$	83,814	$	(1,006	)	$	82,808

	December 31, 2021
	Amortized cost		Gross unrealized losses			Fair value
Corporate debt securities	$	38,907	$	(62	)	$	38,845

The amortized cost of marketable securities is adjusted for amortization of premiums and accretion of discounts to maturity. At June 30, 2022, the balance in accumulated other comprehensive loss was comprised solely of activity related to marketable securities. There were no realized gains or losses recognized on the sale or maturity of marketable securities for the six months ended June 30, 2022 and, as a result, the Company did not reclassify any amounts out of accumulated other comprehensive loss during the year. The Company did not hold any marketable securities as of June 30, 2021.

The aggregate fair value of marketable securities that will mature within and after 12 months of June 30, 2022 totaled $75.4 million and $7.4 million respectively. As of June 30, 2022, the Company did not intend to sell, and was more than likely not required to sell, the debt securities in a loss position before recovery of their amortized cost bases. As a result, the Company determined it did not hold any investments with any other-than-temporary impairment at June 30, 2022.

Prepaid Expenses and Other Current Assets

6 Months Ended

Jun. 30, 2022

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets

4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	June 30,		December 31,
	2022		2021
Prepaid clinical expenses		5,086		—
Prepaid other		1,172		436
Prepaid rent		825		825
Prepaid research and development		755		534
Other receivables		563		264
Prepaid insurance		242		1,500
Prepaid software		187		143
Prepaid expenses and other current assets	$	8,830	$	3,702

Property and Equipment, Net

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

5. Property and Equipment, Net

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


	June 30,			December 31,
	2022			2021
Lab equipment	$	5,631		$	4,822
Leasehold improvements		1,378			1,378
Furniture and fixtures		1,090			1,073
Construction in process		352			54
Computer equipment		145			129
Total property and equipment		8,596			7,456
Less accumulated depreciation		(4,638	)		(3,851	)
Property and equipment, net	$	3,958		$	3,605

Depreciation expense for the three months ended June 30, 2022 and 2021 was $0.4 million and $0.3 million, respectively. Depreciation expense for the six months ended June 30, 2022 and 2021 was $0.8 million and $0.6 million, respectively.

Accrued Expenses

6 Months Ended

Jun. 30, 2022

Accrued Liabilities, Current [Abstract]

Accrued Expenses

6. Accrued Expenses

Accrued expenses consist of the following (in thousands):


	June 30,		December 31,
	2022		2021
Employee related expenses	$	2,249	$	2,545
Research costs		2,678		5,640
Manufacturing costs		2,517		—
Professional and consulting fees		950		759
Interest		64		31
Other		501		500
Total	$	8,959	$	9,475

Term Loan

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Term Loan

7. Term Loan

On March 9, 2018 (“Closing Date”), the Company entered into the Loan Agreement with Pacific Western Bank (“PWB”) to initially borrow $8.0 million. In conjunction with the Loan Agreement, the Company issued a warrant to PWB to purchase up to 200,000 shares of Series A Preferred Stock at the strike price of $0.50 per share. The warrant was exercisable for a 10-year period.

On September 30, 2019, the Company entered into an amendment to the Loan Agreement (the “First Amendment”), in which PWB made an additional term loan to the Company in an aggregate principal amount of $12.0 million. In conjunction with the First Amendment, the Company also issued a warrant to purchase 350,000 shares of Series A Preferred Stock, which effectively restated and replaced the original warrant agreement. The strike price of the amended warrant is $0.50 per share, and the term remains unchanged, expiring in March 2028. As the warrants issued were freestanding financial instruments that were exercisable for contingently redeemable shares, they were initially recorded at fair value on the date of issuance as a liability, with a corresponding discount recorded against the face value of the term loan. The discount was accreted against the face value of the term loan over its remaining term as additional interest expense. The change in estimated fair value of the warrants during the period was remeasured at each reporting date and recognized as a component of other expense, net in the condensed consolidated statements of operations and comprehensive loss.

Upon the closing of the IPO, the Company’s outstanding warrants to purchase Series A Preferred Stock automatically became warrants to purchase an aggregate of 92,647 shares of common stock. As a result, the fair value of the warrants was reclassified to additional paid-in capital. Additionally, the remaining unamortized debt discount of $0.1 million related to the warrants was written off during the three months ended September 30, 2021. In August 2021, the holders of such warrants completed a cashless exercise of the warrants, resulting in the Company’s issuance of 82,193 shares of its common stock, whereby 10,454 shares of common stock were withheld by the Company to pay for the exercise price of the warrants.

On January 22, 2020, the Loan Agreement was further amended (the “Second Amendment”) to extend the principal repayment start date. The Loan Agreement was further amended on December 30, 2020 (the “Third Amendment”) to extend the principal repayment date. The maturity date of the term loan was extended to June 30, 2023, and it was to be repaid beginning on June 30, 2021 in twenty-four equal installments, including interest at a floating annual rate equal to the greater of (i) 0.75% above the prime rate then in effect and (ii) 6.00%, due monthly starting the first month after December 30, 2020. As a result of the closing of Series C redeemable convertible preferred stock (“Series C Preferred Stock”) in March 2021, as further discussed in Note 12, Redeemable convertible preferred stock, the Company satisfied the cash proceeds milestone as defined in the Third Amendment, in which the Company received gross cash proceeds of more than $50.0 million from the issuance of new preferred stock prior to June 30, 2021. Accordingly, the principal repayment date of the term loan was further extended to December 31, 2021 and the maturity date was extended to December 31, 2023. There are no other changes to the terms as a result of the achievement of the cash proceeds milestone. In connection with the Third Amendment, the Company incurred $15 thousand of debt issuance costs, which have been recorded as a direct reduction against the term loan and amortized over the life of the associated term loan as a component of interest expense using the effective interest method.

In accordance with the Third Amendment, the Company was required to pay a success fee of $0.2 million upon the occurrence of a specified liquidity event, including an IPO. The Company determined that this obligation represented a freestanding financial instrument, and accordingly, the success fee obligation was classified as a liability on the

Company’s condensed consolidated balance sheet as of December 31, 2020 and initially recorded at fair value, with changes in fair value for each reporting period recognized in other expense, net in the condensed consolidated statements of operations and comprehensive loss. The fair value of such obligation was remeasured at the end of each reporting period until the liability was settled, for which it was settled and paid in August 2021 upon the completion of the IPO.

On December 20, 2021, the Company entered into an amendment to the Loan Agreement (the "Fourth Amendment"), in which PWB made an additional term loan in an aggregate principal amount of $20.0 million. The proceeds of the term loan pursuant to the Fourth Amendment were first applied to the repayment in full of all outstanding principal and accrued interest on the then outstanding term loan of $12.0 million; the remaining cash proceeds of $8.0 million was used for general working capital and for capital expenditures purposes. The maturity date of the additional term loan will be on September 30, 2025, and it will be repaid beginning on September 30, 2023 in twenty-four equal monthly installments, including interest at a floating annual rate equal to the greater of (i) 0.50% above the prime rate then in effect and (ii) 5.50%, due monthly starting the first month after December 20, 2021. The Company incurred $15 thousand of debt issuance costs, which was recorded as a direct reduction against the additional term loan and amortized over the life of the associated term loan as a component of interest expense using the effective interest method. Pursuant to the Fourth Amendment, the Company is also required to pay a success fee, ranging from $0.1 million to $0.2 million depending on the timing in achieving a specified liquidity event. The Company determined that this obligation represented a freestanding financial instrument, and it was classified as a liability on the Company’s condensed consolidated balance sheet and initially recorded at fair value, with changes in fair value for each reporting period recognized in other expense, net in the condensed consolidated statements of operations and comprehensive loss. The fair value of such obligation is remeasured at the end of each reporting period until the liability is settled.

Borrowings under the Loan Agreement, as amended, are collateralized by substantially all of the Company’s personal property, other than its intellectual property. There are no financial covenants associated with the Loan Agreement, as amended; however, the Company is subject to certain affirmative and negative covenants to which the Company will remain subject until maturity.

As of June 30, 2022, the full amount of $20.0 million of the term loan was classified as long-term based on the repayment start date. The Company’s outstanding term loan balance was comprised of the following (in thousands):


	June 30,			December 31,
	2022			2021
Principal	$	20,000		$	20,000
Unamortized debt discount		(108	)		(131	)
Net carrying amount	$	19,892		$	19,869

The Company determined that the expected life of the debt was equal to the term on the term loan. The effective interest rate on the liability component ranged from 5.53% to 7.51% for the period from the date of issuance through June 30, 2022. The following table sets forth total interest expense recognized related to the term loan (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Contractual interest expense	$	279	$	182	$	554	$	362
Amortization of debt issuance costs and debt discount		12		33		24		74
Total interest expense	$	291	$	215	$	578	$	436

At June 30, 2022 and December 31, 2021, accrued interest on the term loan was $64 thousand and $31 thousand, respectively.

The Company is required to repay the following principal amounts in connection with its term loan (in thousands):


2022 (remaining 6 months)	$	—
2023		2,500
2024		10,000
2025		7,500
Total	$	20,000

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: 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(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

8. Fair Value of Financial Instruments

The fair value of the Company’s financial instruments is summarized in the table below (in thousands):


	June 30, 2022
	Level 1		Level 2		Level 3		Total
Financial Assets
Money market funds	$	30,953	$	—	$	—	$	30,953
Marketable securities		—		82,808		—		82,808
Total	$	30,953	$	82,808	$	—	$	113,761

Financial Liabilities
Success fee obligation	$	—	$	—	$	118	$	118


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Financial Assets
Money market funds	$	110,864	$	—	$	—	$	110,864
Marketable securities		—		38,845		—		38,845
Total	$	110,864	$	38,845	$	—	$	149,709

Financial Liabilities
Success fee obligation	$	—	$	—	$	105	$	105

In accordance with the Fourth Amendment of the Loan Agreement with PWB, the Company will be required to pay a success fee upon the achievement of a certain liquidity event; accordingly, the related obligation is recorded as current liabilities on the condensed consolidated balance sheets as it is deemed more probable than not by the Company to be settled in less than one year. The fair value of the success fee obligation was determined using the probability-weighted expected return method. The key estimates and assumptions impacting the fair value included the probability of achieving a specified liquidity event, the expected timing of achieving a liquidity event and the discount rate. The fair value of the success fee obligation is remeasured at each reporting period, with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss, until such liability was settled.

The following reflects the significant quantitative inputs used to determine the valuation of the success fee obligations as of June 30, 2022 and December 31, 2021:


	June 30, 2022			December 31, 2021
Discount rate		5.5	%		5.5	%
Expected timing of achieving liquidity events (years)	0.8 - 1.3			0.6 - 1.8
Probability of achieving liquidity events	75% -25%			10% -90%

The following table provides a roll-forward of the fair values of the Company’s success fee obligation for which fair value is determined by Level 3 inputs (in thousands):


	Success fee obligation from the Fourth Amendment
Fair value at January 1, 2022	$	105
Change in fair value		13
Fair value at June 30, 2022	$	118

- 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

Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

9. Commitments and contingencies

Leases

The Company has the following operating leases for its corporate offices and lab space located in Cambridge, Massachusetts.

325 Vassar Street

In 2017, the Company entered a noncancelable operating lease agreement to lease its office space at 325 Vassar Street, Cambridge, Massachusetts, which will expire in September 2024. The Company is required to pay property taxes, insurance, and normal maintenance costs. The operating lease contains predetermined fixed escalations of minimum rentals during the lease term. During 2018, the Company received $1.1 million of landlord-funded leasehold improvements related to the leased office space. The landlord-funded leasehold improvements were recorded as property and equipment, net and deferred rent in the balance sheets and are being amortized as a reduction to rent expense over the life of the lease. In 2019 and 2020, the Company entered into sublease agreements with two related parties to sublease this office and laboratory space. Refer to Note 17, Related party transactions, for further details.

20 Acorn Park Drive

On July 13, 2020, the Company entered into a Shared Space Arrangement (“the Arrangement”) with Senda Biosciences, Inc. (“Senda”, also formerly known as Kintai Therapeutics, Inc.) to share one-third of Senda’s 69,867 square feet of leased space at 20 Acorn Park Drive, Cambridge, Massachusetts. Senda is a related party as it is an affiliate of Flagship Pioneering (“Flagship”). The Arrangement commenced on August 1, 2020, and continues through July 31, 2022 with two options to extend the term of the Arrangement for a period of 24 months each. The operating lease contains predetermined fixed escalations of minimum rentals during the lease term, and the Company is required to pay property taxes, insurance, and normal maintenance costs. In January 2022, the Company entered into an amendment to the Arrangement with Senda to exercise the option to renew the lease term for another 12 months. The lease term will now expire in July 2023. The Company also modified certain provisions related to the extension term. In connection with the modifications in the amendment, the Company made an upfront payment of $2.9 million, which will cover the rent payment for the extended lease term. Additionally, upon the expiration of the lease term, the Company will receive $0.7 million from Senda for all furniture, fixtures and equipment owned by the Company that will remain at the lease property.

One Charles Park

On November 4, 2021, the Company entered into a lease with ARE-MA Region No. 94, LLC to lease an aggregate of approximately 89,246 rentable square feet of office and laboratory space located at One Charles Park, Cambridge, Massachusetts, 02142. The term of the lease is estimated to begin in the first quarter of 2023 and end on January 1, 2037, subject to certain extension rights. The base rent for the leased space will be $115.00 per square foot, subject to an annual upward adjustment of 3% of the then current rental rate, starting on the first anniversary of the first payment of rent under the lease, and other potential adjustments based on the Company’s utilization of certain tenant improvement allowances. In accordance with the lease agreement, the Company paid $0.8 million upon the execution of the lease, which will offset the first month's rent. Since the lease has not yet commenced, no right-of-use assets or lease liabilities were recognized on the Company’s condensed consolidated balance sheet as of June 30, 2022. Furthermore, the lease is excluded from the Disclosures under Topic 842 below.

Disclosures under Topic 842

As of June 30, 2022, the right-of-use assets associated with the Company’s operating leases were $5.5 million, which were recorded separately on the Company’s condensed consolidated balance sheet. The corresponding operating lease liabilities were $3.5 million as of June 30, 2022, of which $1.7 million were recorded in current liabilities and $1.8 million were recorded in long-term liabilities on the Company’s condensed consolidated balance sheet.

The right-of-use assets represent the Company’s right to use an underlying asset during the lease term and the related lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Both the right-of-use assets and the corresponding liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate based on the interest rate from the amended Term Loan, which was fully collateralized.

The following table summarizes the components of lease expense for the six months ended June 30, 2022 (in thousands).


	Six Months Ended
	June 30, 2022
Operating lease expense	$	1,882
Variable lease expense		901
Total lease expense	$	2,783

The variable lease expenses generally include common area maintenance, utilities and property taxes. Of the total lease expense, $2.0 million was recorded within research and development expenses and $0.7 million was recorded within general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2022. There were no short-term lease costs incurred during the six months ended June 30, 2022.

The weighted average remaining lease term and discount rate related to the Company's leases were as follows:


	As of
	June 30, 2022
Weighted average remaining lease term (years)		2.2
Weighted average discount rate		5.5	%

Supplemental cash flow information relating to the Company's leases for the six months ended June 30, 2022 were as follows (in thousands):


	Six Months Ended
	June 30, 2022
Cash paid for amounts included in the measurement of lease liabilities	$	1,712
Operating lease assets obtained in exchange for lease liabilities	$	4,393

As of June 30, 2022, the estimated minimum lease payments for 325 Vassar and 20 Acorn Park for each of the years ending December 31 were as follows (in thousands):


2022 (remaining 6 months)	$	925
2023		1,563
2024		1,205
Total minimum lease payments		3,693
Less: Imputed interest		(204	)
Present value of operating lease liabilities	$	3,489

Since the lease for One Charles Park had not yet commenced as of June 30, 2022, the estimated minimum lease payments are not included in the table above. Estimated minimum lease payments for One Charles Park are $0.4 million, $9.1 million, $10.6 million, $10.9 million, $11.2 million and $148.3 million for the remainder of 2022, 2023, 2024, 2025, 2026 and thereafter, respectively. The Company intends to sublease a portion of this facility to supplement its growth plan.

Disclosures related to periods prior to Topic 842

As of December 31, 2021, the future minimum lease payments for the Company’s facility operating leases for each of the years ending December 31 were as follows (in thousands):


2022 (remaining 6 months)	$	1,301
2023		10,711
2024		11,766
2025		10,879
2026		11,205
Thereafter		148,290
Total minimum lease payments	$	194,152

License Agreements

6 Months Ended

Jun. 30, 2022

License Agreements [Abstract]

License Agreements

10. License Agreements

Flagship Pioneering Innovations V, Inc.

In March 2019, the Company entered into an exclusive license agreement with Flagship Pioneering Innovations V, Inc., an affiliate of Flagship, under which the Company was granted an exclusive, worldwide, royalty-bearing, sublicensable, transferable license under specified patent rights to develop, manufacture and commercialize licensed products (the “Flagship License”). Under the terms of the Flagship License, the Company is obligated to pay low single digit percentage royalties on net sales of licensed products by the Company. Royalties shall be paid by the Company on a country-by-country basis until expiration or abandonment of the last valid patent claim covering such licensed product in such country. The Company is also obligated to reimburse Flagship for patent prosecution costs.

The royalty payment is contingent upon sales of licensed products under the Flagship License. As such, when such expense is considered probable and estimable at the commencement of sales, the Company will account for the royalty expense as cost of sales for the amount it is obligated.

Whitehead Institute for Biomedical Research

In May 2019, the Company entered into an exclusive license agreement with the Whitehead Institute for Biomedical Research (“WIBR”), an affiliate of one of the Company’s board members, under which the Company was granted an exclusive, worldwide, royalty-bearing, sublicensable license under specified patent rights to research, make, have made, use, sell, offer to sell, lease and import products and to perform and have performed licensed processes (the “WIBR Exclusive License”). Under the terms of the WIBR Exclusive License, the Company paid a nonrefundable upfront fee of less than $0.1 million upon the commencement of the exclusive license agreement. The Company is obligated to pay WIBR annual license maintenance fees of less than $0.1 million and low single digit percentage royalties on net sales of licensed products by the Company and its affiliates and sublicensees. Additionally, the Company is required to make milestone payments of up to $1.7 million in the aggregate for each of the first three licensed products (excluding backup products) upon the achievement of specified clinical and regulatory milestones. In addition, the Company is required to pay to WIBR a percentage of the non-royalty payments that it receives from sublicensees of the WIBR Exclusive License. This percentage ranges from zero to low double-digits and will be based upon the stage of development of the licensed product at the time such sublicense is executed.

In May 2019, the Company also entered into a co-exclusive license agreement with WIBR under which the Company was granted a co-exclusive, worldwide, royalty-bearing, sublicensable license under specified patent rights to research, make, have made, use, sell, offer to sell, lease and import products and to perform and have performed licensed processes (the “WIBR Co-Exclusive License”). Under the terms of the WIBR Co-Exclusive License, the Company paid a nonrefundable upfront fee of less than $0.1 million upon the commencement of the co-exclusive license agreement. The Company is obligated to pay WIBR annual license maintenance fees of less than $0.1 million and sub single digit percentage royalties on net sales of licensed products by the Company and its affiliates and sublicensees as well as low single digit percentage royalties on licensed service income received by the Company and its affiliates. Additionally, the Company is required to make milestone payments of up to $1.9 million in the aggregate for each of the first three licensed products (excluding backup products) upon the achievement of specified clinical and regulatory milestones. In addition, the Company is required to pay to WIBR annual fees of less than $0.1 million for each sublicense agreement.

For both of the six-month periods ended June 30, 2022 and 2021, the Company recognized expenses of less than $0.1 million for the license maintenance fees. There was no outstanding payment due to WIBR as of June 30, 2022 and an immaterial amount outstanding as of December 31, 2021.

The annual maintenance fees will be recorded as an expense on an annual basis based on the stated amount for the applicable year. Upon determination that a milestone payment is probable to occur, the amount due will be recorded as research and development expense. During the six months ended June 30, 2022 and 2021, the triggering of such milestone payments was not considered probable; as such, no expense has been recorded for these milestones during these periods. Lastly, the royalty payments and the sublicense non-royalty payments are contingent upon sales of licensed products or execution of a sublicence agreement under the WIBR Exclusive and Co-Exclusive Licenses. As such, when such expenses are considered probable and estimable at the commencement of sales or execution of a sublicense agreement, the Company will accrue royalty expense and sublicence non-royalty payments, as applicable, for the amount the Company is obligated.

Acuitas Therapeutics, Inc.

In October 2020, the Company entered into a development and option agreement (the “Development and Option Agreement”) with Acuitas Therapeutics, Inc. (“Acuitas”). Under the terms of the Development and Option Agreement, the parties agreed to jointly develop certain products combining the Company’s gene modulating therapeutics with Acuitas' lipid nanoparticles. Additionally, in accordance with the Development and Option Agreement, the Company has options to obtain non-exclusive, worldwide, sublicensable licenses under Acuitas’ patents and know-how related to lipid nanoparticle technology (“Acuitas LNP Technology”) with respect to two specified targets (e.g., OEC constructs) (“Reserved Targets”) to develop and commercialize one or more therapeutic products relating to such targets. For each option and Reserved Target, the Company is obligated to pay an annual technology access fee and target reservation and maintenance fees collectively in the low-mid six figures until such Reserved Target is removed from the Reserved Target list or until the Company exercises an option with respect to such Reserved Target. In the event that the Company exercises the options, the Company will pay $1.5 million for the first non-exclusive license and $1.75 million for the second non-exclusive license. Under the terms of the Development and Option Agreement, the Company is also responsible for the full-time equivalent ("FTE") funding obligations, which is expected to be approximately $0.4 million per year, and reimbursements to Acuitas for certain development and material costs incurred by them.

In March 2021, the Company exercised the first option under the Development and Option Agreement and entered into a non-exclusive license agreement with Acuitas (the “Acuitas License Agreement”) under which the Company was granted a non-exclusive, worldwide, sublicensable license under the Acuitas LNP Technology to research, develop, manufacture, and commercially exploit products consisting of the Company’s gene modulating therapeutics and Acuitas’ lipid nanoparticles. In connection with the option exercise, the Company incurred an expense for the option exercise fee of $1.5 million. Under the Acuitas License Agreement, the Company is required to pay Acuitas an annual license maintenance fee in the high six figures until the Company achieves a certain development milestone. Acuitas is entitled to receive potential clinical and regulatory milestone payments of up to $18.0 million in the aggregate. With respect to the sale of each licensed products, the Company is also obligated to pay Acuitas low single digit percentage royalties on net sales of the licensed products by the Company and its affiliates and sublicensees in a given country until the last to occur, in such country, of (i) the expiration or abandonment of all licensed patent rights covering the licensed product, (ii) expiration of any regulatory exclusivity for the licensed product, or (iii) ten years from the first commercial sale of the licensed product.

During the three and six months ended June 30, 2022 and 2021, the Company recorded an aggregate of $0.3 million and $1.6 million of research and development expenses, respectively, consisting of the option exercise fee, the costs of services performed by Acuitas, the material costs and the reimbursable costs incurred.

The option exercise fee under the Development and Option Agreement was recorded as research and development expense upon the Company’s exercise of the first option. Additionally, the technology access fees, target reservation and maintenance fees, expenses associated with the FTE funding obligations and reimbursements for development and material costs incurred by Acuitas are recorded as research and development expense when incurred. The annual maintenance fee will be recorded as an expense on an annual basis based on the stated amount for the applicable year. Upon determination that a milestone payment is probable to occur, the amount due will be recorded as research and development expense. As the triggering of these milestone payments was not considered probable during the three and six months ended June 30, 2022 and 2021, no expense has been recorded for these milestones during the periods. Lastly, the royalty payment is contingent upon sales of licensed products under the Acuitas License Agreement. As such, when such expenses are considered probable and estimable at the commencement of sales, the Company will accrue royalty expense for the amount the Company is obligated.

Collaboration Agreement

6 Months Ended

Jun. 30, 2022

Collaboration Agreement [Abstract]

Collaboration Agreement

11. Collaboration agreement

In November 2021, the Company entered into a five-year collaboration agreement with PMCo, an affiliate of Flagship, under which PMCo was granted an exclusive license covering specified patent rights of the Company’s lipid nanoparticle technology to develop one or more therapeutic products to treat diseases related to the cystic fibrosis transmembrane conductance regulator gene, like cystic fibrosis. Under the terms of the agreement, the Company will perform certain research activities in accordance with the research plan, and PMCo will be solely responsible for, at its sole cost and expense, and will have sole discretion with respect to, developing, manufacturing, seeking regulatory approval for and commercializing licensed products. The Company expects to receive approximately $3.5 million in cost reimbursement over the course of the next two to three years to fund the related research and development activities. The research plan funding may be adjusted upon mutual written agreement from both parties. Additionally, in the event PMCo

is acquired or sold, the Company is entitled to receive a portion of the proceeds of such transaction, subject to various reductions and other amounts payable in accordance with the agreement.

The Company assessed this arrangement in accordance with ASC 606 and concluded that the contract counterparty, PMCo, is a customer. The Company determined that the research activities and the exclusive license granted under the collaboration agreement is considered as a single performance obligation, and therefore, the transaction price was allocated entirely to the single performance obligation. The Company recognizes revenue related to the single performance obligation over time as the underlying services are performed and/or external costs are incurred.

The transaction price as of the inception of the contract was determined to be $3.5 million based on the estimated required efforts to fulfill the performance obligation. As of June 30, 2022, the remaining transaction price is estimated to be $3.1 million, which is expected to be recognized as revenue through 2024.

The Company recognized funded research and collaboration revenue of $0.5 million and $0.7 million in the condensed consolidated statement of operations and comprehensive loss during the three and six months ended June 30, 2022, respectively. Additionally, the Company recognized $0.1 million of current deferred revenue as of June 30, 2022 based on the period the services are expected to be performed and/or related costs to be incurred. Costs incurred associated with this collaboration agreement were recorded as research and development expenses.

Pursuant to the agreement, we are entitled to receive a portion of the sales proceeds in the event PMCo is acquired or sold. At the end of each reporting period, the Company evaluates the probability of occurrence of such transaction. As of June 30, 2022, the Company determined that the proceeds from such transaction was not probable of recognition.

Redeemable Convertible Preferred Stock

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Redeemable Convertible Preferred Stock

12. Redeemable Convertible Preferred Stock

During August 2017 and March 2021, the Company issued Series A, Series B and Series C Preferred Stock (collectively the “Preferred Stock”) to investors in private placements. Upon completion of the Company’s IPO, all of the Company’s then outstanding Preferred Stock was automatically converted into an aggregate of 34,678,733 shares of common stock.

Series A Redeemable Convertible Preferred Stock

During 2017 and 2019, the Company issued an aggregate of 56,775,232 shares of Series A Preferred Stock at a purchase price of $0.50 per share in exchange for cash proceeds of $25.5 million and the exchange of approximately $2.8 million in outstanding promissory notes, including $54 thousand in accrued interest. In connection with the issuance of Series A Preferred Stock during 2017 and 2019, the Company incurred less than $0.1 million of issuance costs. No additional shares of Series A Preferred Stock were issued after 2019.

Series B Redeemable Convertible Preferred Stock

On January 27, 2020, the Company issued 24,066,666 shares of Series B Preferred Stock at a purchase price of $1.50 per share for aggregate proceeds of $36.1 million. On June 2, 2020, the Company issued an additional 3,333,333 shares of Series B Preferred Stock at the purchase price of $1.50 per share for aggregate proceeds of $5.0 million. On August 3, 2020, the Company issued 5,000,000 shares of Series B Preferred Stock at the purchase price of $1.50 per share for aggregate proceeds of $7.5 million. No additional shares of Series B Preferred Stock were issued after August 2020. In connection with the issuance of Series B Preferred Stock in 2020, the Company incurred $83 thousand of issuance costs.

Series C Redeemable Convertible Preferred Stock

In March 2021, the Company issued an aggregate of 41,833,328 shares of Series C Preferred Stock, at a price of $3.00 per share, for gross proceeds of $125.5 million. The terms of the Series C Preferred Stock are substantially the same as the terms of the Series A and Series B Preferred Stock. No additional shares of Series C Preferred Stock were issued after March 2021. In connection with the issuance of Series C Preferred Stock in March 2021, the Company incurred $0.1 million of issuance costs. The Company further amended its Amended and Restated Certificate of Incorporation to increase the authorized preferred stock issuable from 107,125,232 shares to 132,858,564 shares.

Preferred and Common Stock

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Preferred and Common Stock

13. Preferred and Common Stock

The Company’s board of directors and stockholders approved an amendment to the Company’s certificate of incorporation, which became effective on July 23, 2021. The amendment, among other things, effected a 1-for-3.777776 reverse stock split of the Company’s issued and outstanding common stock, a proportional adjustment to the conversion price for Series A, B and C Preferred Stock and to the exercise prices and number of shares of common stock underlying the outstanding stock options. All share, per share and additional paid in capital amounts for all periods presented in the accompanying unaudited financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the reverse stock split.

In August 2021, the Company completed its IPO pursuant to which it issued and sold 8,300,976 shares of its common stock, including 900,976 shares pursuant to the partial exercise of the underwriters’ option to purchase additional shares, at a public offering price of $17.00 per share, for aggregate gross proceeds of $141.1 million. The Company received approximately $128.1 million in net proceeds after deducting underwriting discounts and commissions and other offering expenses payable by the Company.

In connection with the completion of the IPO, the Company’s board of directors and stockholders approved the Company’s Amended and Restated Certificate of Incorporation to, among other things, provide for 200,000,000 authorized shares of common stock with a par value of $0.001 per share and 10,000,000 authorized shares of preferred stock with a par value of $0.001 per share.

The holders of common stock are entitled to one vote for each share of common stock. Subject to the payment in full of all preferential dividends to which the holders of the preferred stock are entitled, the holders of common stock shall be entitled to receive dividends out of funds legally available. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, after the payment or provision for payment of all debts and liabilities of the Company and all preferential amounts to which the holders of preferred stock are entitled with respect to the distribution of assets in liquidation, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution.

As of June 30, 2022, the Company has reserved an aggregate of 7,564,597 shares of common stock for the potential exercise of outstanding stock options under its equity incentive plans. Upon the effectiveness of the 2021 Incentive Award Plan (“2021 Plan”), the Company ceased granting awards under the 2017 Equity Incentive Plan (“2017 Plan”), and the 4,769,008 shares of common stock subject to outstanding stock options issued under the 2017 Plan may become available for future issuance under the 2021 Plan to the extent such stock options are forfeited.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Equity Incentive Plan

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plan

14. Equity Incentive Plan

2017 Equity Incentive Plan

In June 2017, the Company’s board of directors adopted the 2017 Plan, which provided for the grant of qualified incentive stock options and nonqualified stock options, restricted stock or other awards to the Company’s employees and non-employees for the issuance or purchase of shares of the Company’s common stock. As of June 30, 2022, there were no shares available for future grants under the 2017 Plan and a total of 4,670,515 shares of the Company’s common stock were subject to outstanding stock options issued under the 2017 Plan.

The 2017 Plan is administered by the Company’s board of directors or a committee thereof to the extent the Company’s board of directors has delegated its power or authority under the 2017 Plan. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the common stock on the date of grant. Stock options awarded under the 2017 Plan expire 10 years after the grant date unless the board of directors sets a shorter term. Incentive stock options and nonqualified stock options granted to employees and non-employees typically vest over four years. Certain stock options provide for accelerated vesting if there is a change in control, as defined in the 2017 Plan.

2021 Incentive Award Plan

The Company's board of directors adopted, and the Company’s stockholders approved the 2021 Plan in July 2021. The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock-based awards, and subsequent to the IPO, all equity-based awards are granted under the 2021 Plan. The Company initially reserved 2,960,000 shares of its common stock for future issuance under the 2021 Plan, and such number of shares of common stock is subject to an annual increase on the first day of each calendar year, beginning on January 1, 2022 and ending on and including January 1, 2023, equal to the lesser of (i) 4% of the aggregate number of shares of common stock outstanding on the final day of the immediately

preceding calendar year and (ii) such smaller number of shares of common stock as is determined by the board of directors. As of June 30, 2022, there were 1,774,272 shares available for future grants under the 2021 Plan, and a total of 3,366,147 shares of the Company’s common stock were subject to outstanding stock options issued under the 2021 Plan.

The Company recorded stock-based compensation expense as research and development and general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Research and development	$	978	$	212	$	1,802	$	275
General and administrative		1,076		473		1,855		604
Total stock-based compensation expense	$	2,054	$	685	$	3,657	$	879

Stock Options

A summary of option activity under the Company’s equity incentive plans during the six months ended June 30, 2022 was as follows:


				Weighted		Weighted average remaining		Aggregate intrinsic
	Number of options			average exercise price		contractual life (years)		value (1) (in thousands)
Outstanding as of January 1, 2022		5,476,484		$	4.90		8.64	$	39,325
Granted		2,806,173			8.39
Exercised		(59,039	)		2.00
Forfeited		(181,331	)		8.61
Expired		(5,625	)		5.67
Outstanding as of June 30, 2022		8,036,662			6.06		8.63		7,607
Vested and expected to vest as of June 30, 2022		8,036,662			6.06		8.63		7,607
Exercisable as of June 30, 2022		2,375,116		$	2.93		7.64	$	4,629

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money as of June 30, 2022.

The weighted-average grant date fair value per share of stock options granted during the six months ended June 30, 2022 was $5.68. The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2022 was $0.4 million.

As of June 30, 2022, there was $26.2 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately 3.2 years.

Net Loss Per Share Attributable to Common Stockholders

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

15. Net Loss per Share Attributable to Common Stockholders

For periods in which the Company reports a net loss attributable to common stockholders, potentially dilutive securities have been excluded from the computation of diluted net loss per share as their effects would be anti-dilutive. Therefore, the weighted average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (in thousands except share and per share amounts):


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Numerator:
Net loss attributable to common stockholders	$	(25,912	)	$	(15,410	)	$	(46,076	)	$	(28,898	)
Denominator:
Weighted average number of common stock, basic and diluted		47,849,639			4,588,500			47,828,594			4,542,832
Net loss per common stock attributable to common stockholders, basic and diluted	$	(0.54	)	$	(3.36	)	$	(0.96	)	$	(6.36	)

The Company excluded the following potential common stock, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:


	As of June 30,
	2022		2021
Redeemable convertible preferred stock		—		34,678,733
Outstanding options to purchase common stock		8,036,662		5,085,523
Warrants		—		92,647
Total		8,036,662		39,856,903

Income Taxes

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

16. Income Taxes

During the three and six months ended June 30, 2022 and 2021, the Company recorded a full valuation allowance on federal and state deferred tax assets since management does not forecast the Company to be in a taxable position in the near future.

The rules dealing with U.S. federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect our stockholders or us. We assess the impact of various tax reform proposals and modifications to existing tax treaties in all jurisdictions where we have operations to determine the potential effect on our business and any assumptions we have made about our future taxable income. We cannot predict whether any specific proposals will be enacted, the terms of any such proposals or what effect, if any, such proposals would have on our business if they were to be enacted. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminates the currently available option to deduct research and development expenditures and requires taxpayers to amortize them over five years. The U.S. Congress is considering legislation that would defer the amortization requirement to future periods, however, we have no assurance that the provision will be repealed or otherwise modified. Management does not believe it would result in a taxable position for the Company if this change is adopted, or have a material impact on the Company's financial statements.

- 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.

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+ Details

Related Party Transactions

6 Months Ended

Jun. 30, 2022

Related Party Transactions

17. Related Party Transactions

The majority ownership of the Company is held by Flagship, in which it holds shares representing approximately 54% of the Company’s outstanding voting stock as of June 30, 2022. Flagship historically provided management services to the Company, and we reimburse Flagship for certain expenses, including insurance and benefits, and related fees, and software licenses incurred on the Company’s behalf. For the three months ended June 30, 2022 and 2021, the Company incurred $0.4 million and $0.3 million, respectively, primarily for reimbursable expenses. For the six months ended June 30, 2022 and 2021, the Company incurred $0.8 million and $0.4 million, respectively, primarily for reimbursable expenses. These expenses are recorded as related party expense in the accompanying condensed consolidated statements of operations and comprehensive loss. As of June 30, 2022 and December 31, 2021, there was an immaterial amount of outstanding payments due to Flagship.

In September 2020, the Company sublet the entire space of its 325 Vassar Street facility, approximately 19,404 square feet, to LARONDE, Inc. (“LARONDE”, formerly known as VL50, Inc.), which is an affiliate of Flagship. The sublease term will expire at the end of the Company’s lease agreement with the landlord in September 2024. The rental rate for the sublease arrangement is equal to the Company’s rental obligation per the agreement with BMR-325 Vassar

Street LLC, reduced by the sublease income received from Cygnal Therapeutics, Inc. (“Cygnal”), approximating $1.3 million per year. The sublessee is obligated to pay all real estate taxes and costs related to the subleased premises, including cost of operations, maintenance, repair, replacement and property management. Under the sublease agreement, the Company received rental income, which was recorded as a reduction of rental expenses, of $0.6 million and $1.0 million during the six months ended June 30, 2022 and 2021, respectively. Such rental income was reflected as a reduction of related party expense in the accompanying condensed consolidated statements of operations and comprehensive loss. There was no outstanding receivable due from LARONDE as of June 30, 2022 and December 31, 2021.

In September 2019, the Company sublet approximately 1,445 square feet of its 325 Vassar Street facility to Cygnal, which is an affiliate of Flagship, for two years. The lease term can continue on a month-to-month basis until advanced notice is provided to the Company. Upon the lease term ended in September 2021, Cygnal elected to continue leasing the space until December 2022. The rental rate for the sublease arrangement is equal to the Company’s rental obligation per the agreement with BMR-325 Vassar Street LLC, approximating $0.1 million per year. The sublessee is obligated to pay all real estate taxes and costs related to the subleased premises, including cost of operations, maintenance, repair, replacement and property management. Under the sublease agreement, the Company received rental income of less than $0.1 million during both of the three-month periods ended June 30, 2022 and 2021, which was recorded as a reduction of rental expenses. Such rental income was reflected as a reduction of related party expense in the accompanying condensed consolidated statements of operations and comprehensive loss. There was no outstanding receivable due from Cygnal as of June 30, 2022 and December 31, 2021.

Refer to other related party transactions as described in Note 9, Commitments and contingencies, Note 10, License agreements and Note 11, Collaboration agreement.

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2022
Accounting Policies [Abstract]
Principles of consolidation	Principles of consolidation The accompanying condensed consolidated unaudited financial statements include the accounts of Omega Therapeutics, Inc. and its wholly owned subsidiary, Omega Therapeutics Security Corporation, which is a Massachusetts subsidiary. All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated unaudited financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses, and the disclosure of contingent assets and liabilities as of and during the reporting period. The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. Significant estimates and assumptions reflected in these condensed consolidated unaudited financial statements include, but are not limited to, the selection of useful lives of property and equipment, the fair values of certain financial instruments issued prior to the IPO (common stock, redeemable convertible preferred stock, and warrants), the fair value of the success fee obligation, and stock-based compensation. Actual results could differ from these estimates. Changes in estimates are reflected in reported results in the period in which they become known.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight- line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases today. The Company adopted ASU 2016-02, and related amendments, on January 1, 2022 using the effective date transition method. As such, the adoption of ASU 2016-02 did not change the classification of any of the existing leases as of the transition date, and the prior period results are not adjusted or restated and continue to be reported in accordance with ASC Topic 840: Leases (“Topic 840”). The Company has elected a package of practical expedients, under which an entity need not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, or initial direct costs for any existing leases. The Company also elected not to separate lease and non-lease components and not to recognize leases with an initial term of 12 months or less. The Company has real estate leases for its corporate offices and lab space located in Cambridge, Massachusetts. It determines if an arrangement is a lease at contract inception. Operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. Lease payments are typically fixed and escalate over time. Variable payments relate to the Company’s usage or share of the lessor’s operating costs associated with the underlying asset and are recognized as incurred. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. The Company uses its incremental borrowing rate to calculate the lease liability when the implicit rate is not readily determinable. Lease expense is recognized on a straight-line basis over the lease term. Upon the adoption of this standard, the Company recorded operating lease right-of-use assets of $4.4 million and corresponding operating lease liabilities of $5.1 million as of January 1, 2022. The difference between the value of the right-of-use assets and lease liabilities is due to the reclassification of existing deferred rent and unamortized lease incentives as of January 1, 2022. The adoption of this standard did not materially impact the condensed consolidated statement of operations and comprehensive loss and statement of cash flows as of the adoption date and for the periods presented. Refer to Note 9, Commitments and contingencies, for further discussion. Income Taxes In December 2019, the FASB issued ASU No. 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes, enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. Adoption of the standard requires certain changes to be made prospectively and certain others to be made retrospectively. The Company adopted ASU 2019-12 on January 1, 2022. The adoption of this standard did not result in any material impact on the Company's financial statements.

Marketable Securities (Tables)

6 Months Ended

Jun. 30, 2022

Investments, Debt and Equity Securities [Abstract]

Summary of Marketable Securities

The following table summarizes the Company’s marketable securities (in thousands):


	June 30, 2022
	Amortized cost		Gross unrealized losses			Fair value
Corporate debt securities	$	83,814	$	(1,006	)	$	82,808

	December 31, 2021
	Amortized cost		Gross unrealized losses			Fair value
Corporate debt securities	$	38,907	$	(62	)	$	38,845

Prepaid Expenses and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2022

Prepaid Expense and Other Assets, Current [Abstract]

Summary of Prepaid Expenses and other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	June 30,		December 31,
	2022		2021
Prepaid clinical expenses		5,086		—
Prepaid other		1,172		436
Prepaid rent		825		825
Prepaid research and development		755		534
Other receivables		563		264
Prepaid insurance		242		1,500
Prepaid software		187		143
Prepaid expenses and other current assets	$	8,830	$	3,702

Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment, Net

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


	June 30,			December 31,
	2022			2021
Lab equipment	$	5,631		$	4,822
Leasehold improvements		1,378			1,378
Furniture and fixtures		1,090			1,073
Construction in process		352			54
Computer equipment		145			129
Total property and equipment		8,596			7,456
Less accumulated depreciation		(4,638	)		(3,851	)
Property and equipment, net	$	3,958		$	3,605

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2022

Accrued Liabilities, Current [Abstract]

Summary of Accrued Expenses

Accrued expenses consist of the following (in thousands):


	June 30,		December 31,
	2022		2021
Employee related expenses	$	2,249	$	2,545
Research costs		2,678		5,640
Manufacturing costs		2,517		—
Professional and consulting fees		950		759
Interest		64		31
Other		501		500
Total	$	8,959	$	9,475

Term Loan (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Summary of Outstanding Term Loan Balance

The Company’s outstanding term loan balance was comprised of the following (in thousands):


	June 30,			December 31,
	2022			2021
Principal	$	20,000		$	20,000
Unamortized debt discount		(108	)		(131	)
Net carrying amount	$	19,892		$	19,869

Summary of Interest Expense Recognized Related to Term loan

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Contractual interest expense	$	279	$	182	$	554	$	362
Amortization of debt issuance costs and debt discount		12		33		24		74
Total interest expense	$	291	$	215	$	578	$	436

Schedule of Principal Amount in Connection With Term Loan

The Company is required to repay the following principal amounts in connection with its term loan (in thousands):


2022 (remaining 6 months)	$	—
2023		2,500
2024		10,000
2025		7,500
Total	$	20,000

Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Summary of Fair Value of Financial Instruments

The fair value of the Company’s financial instruments is summarized in the table below (in thousands):


	June 30, 2022
	Level 1		Level 2		Level 3		Total
Financial Assets
Money market funds	$	30,953	$	—	$	—	$	30,953
Marketable securities		—		82,808		—		82,808
Total	$	30,953	$	82,808	$	—	$	113,761

Financial Liabilities
Success fee obligation	$	—	$	—	$	118	$	118


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Financial Assets
Money market funds	$	110,864	$	—	$	—	$	110,864
Marketable securities		—		38,845		—		38,845
Total	$	110,864	$	38,845	$	—	$	149,709

Financial Liabilities
Success fee obligation	$	—	$	—	$	105	$	105

Summary of Significant Quantitative Inputs Used to Determine Valuation of Success Fee Obligation

The following reflects the significant quantitative inputs used to determine the valuation of the success fee obligations as of June 30, 2022 and December 31, 2021:


	June 30, 2022			December 31, 2021
Discount rate		5.5	%		5.5	%
Expected timing of achieving liquidity events (years)	0.8 - 1.3			0.6 - 1.8
Probability of achieving liquidity events	75% -25%			10% -90%

Summary of Fair Values of Success Fee Obligation

The following table provides a roll-forward of the fair values of the Company’s success fee obligation for which fair value is determined by Level 3 inputs (in thousands):


	Success fee obligation from the Fourth Amendment
Fair value at January 1, 2022	$	105
Change in fair value		13
Fair value at June 30, 2022	$	118

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Summary of Components of Lease Expense

The following table summarizes the components of lease expense for the six months ended June 30, 2022 (in thousands).


	Six Months Ended
	June 30, 2022
Operating lease expense	$	1,882
Variable lease expense		901
Total lease expense	$	2,783

Summary of Weighted Average Remaining Lease Term And Discount Rate Related to Leases

The weighted average remaining lease term and discount rate related to the Company's leases were as follows:


	As of
	June 30, 2022
Weighted average remaining lease term (years)		2.2
Weighted average discount rate		5.5	%

Summary of Supplemental Cash Flow Information Relating to Leases

Supplemental cash flow information relating to the Company's leases for the six months ended June 30, 2022 were as follows (in thousands):


	Six Months Ended
	June 30, 2022
Cash paid for amounts included in the measurement of lease liabilities	$	1,712
Operating lease assets obtained in exchange for lease liabilities	$	4,393

Summary of Estimated Minimum Lease Payments

As of June 30, 2022, the estimated minimum lease payments for 325 Vassar and 20 Acorn Park for each of the years ending December 31 were as follows (in thousands):


2022 (remaining 6 months)	$	925
2023		1,563
2024		1,205
Total minimum lease payments		3,693
Less: Imputed interest		(204	)
Present value of operating lease liabilities	$	3,489

Summary of Future Minimum Lease Payments

As of December 31, 2021, the future minimum lease payments for the Company’s facility operating leases for each of the years ending December 31 were as follows (in thousands):


2022 (remaining 6 months)	$	1,301
2023		10,711
2024		11,766
2025		10,879
2026		11,205
Thereafter		148,290
Total minimum lease payments	$	194,152

Equity Incentive Plan (Tables)

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Stock-based Compensation Expense


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Research and development	$	978	$	212	$	1,802	$	275
General and administrative		1,076		473		1,855		604
Total stock-based compensation expense	$	2,054	$	685	$	3,657	$	879

Summary of Option Activity

A summary of option activity under the Company’s equity incentive plans during the six months ended June 30, 2022 was as follows:


				Weighted		Weighted average remaining		Aggregate intrinsic
	Number of options			average exercise price		contractual life (years)		value (1) (in thousands)
Outstanding as of January 1, 2022		5,476,484		$	4.90		8.64	$	39,325
Granted		2,806,173			8.39
Exercised		(59,039	)		2.00
Forfeited		(181,331	)		8.61
Expired		(5,625	)		5.67
Outstanding as of June 30, 2022		8,036,662			6.06		8.63		7,607
Vested and expected to vest as of June 30, 2022		8,036,662			6.06		8.63		7,607
Exercisable as of June 30, 2022		2,375,116		$	2.93		7.64	$	4,629

Net Loss Per Share Attributable to Common Stockholders (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Summary of the Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (in thousands except share and per share amounts):


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Numerator:
Net loss attributable to common stockholders	$	(25,912	)	$	(15,410	)	$	(46,076	)	$	(28,898	)
Denominator:
Weighted average number of common stock, basic and diluted		47,849,639			4,588,500			47,828,594			4,542,832
Net loss per common stock attributable to common stockholders, basic and diluted	$	(0.54	)	$	(3.36	)	$	(0.96	)	$	(6.36	)

Schedule of Anti-Dilutive Securities Excluded from Computation of Earnings Per Share


	As of June 30,
	2022		2021
Redeemable convertible preferred stock		—		34,678,733
Outstanding options to purchase common stock		8,036,662		5,085,523
Warrants		—		92,647
Total		8,036,662		39,856,903

Nature of the Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended
	Aug. 31, 2021	Jun. 30, 2022	Dec. 31, 2021
Nature Of Business And Basis Of Presentation [Line Items]
Common stock, shares issued		47,852,508	47,793,469
Cash, cash equivalents and marketable securities		$ 173.7
IPO
Nature Of Business And Basis Of Presentation [Line Items]
Common stock, shares issued	8,300,976
Offering price per share	$ 17.00
Gross proceeds from IPO	$ 141.1
Net proceeds	$ 128.1
Underwriters’ Option to Purchase Additional Shares
Nature Of Business And Basis Of Presentation [Line Items]
Common stock, shares issued	900,976

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jan. 01, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets	$ 5,525
Present value of operating lease liabilities	$ 3,489
Accounting Standards Update 2016-02 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets		$ 4,400
Present value of operating lease liabilities		$ 5,100

Marketable Securities - Summary of Marketable Securities (Details) - Corporate Debt Securities - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Debt Securities, Available-for-Sale [Line Items]
Marketable Securities, Amortized cost	$ 83,814	$ 38,907
Marketable Securities, Gross unrealized losses	(1,006)	(62)
Marketable Securities, Fair value	$ 82,808	$ 38,845

Marketable Securities - Additional Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Investments, Debt and Equity Securities [Abstract]
Realized losses recognized on the sale or maturity of marketable securities	$ 0
Realized gains recognized on the sale or maturity of marketable securities	$ 0
Marketable securities hold		$ 0
Fair value of marketable securities, description	The aggregate fair value of marketable securities that will mature within and after 12 months of June 30, 2022 totaled $75.4 million and $7.4 million respectively.
Aggregate fair value of marketable securities held, current	$ 75,400,000
Aggregate fair value of marketable securities held, noncurrent	7,400,000
Investments with other-than-temporary impairment	0
Debt securities reclassified to accumulated other comprehensive loss	$ 0

Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid clinical expenses	$ 5,086
Prepaid other	1,172	$ 436
Prepaid rent	825	825
Prepaid research and development	755	534
Other receivables	563	264
Prepaid insurance	242	1,500
Prepaid software	187	143
Prepaid expenses and other current assets	$ 8,830	$ 3,702

Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Total property and equipment	$ 8,596	$ 7,456
Less accumulated depreciation	(4,638)	(3,851)
Property and equipment, net	3,958	3,605
Lab Equipment
Property Plant And Equipment [Line Items]
Total property and equipment	5,631	4,822
Leasehold Improvements
Property Plant And Equipment [Line Items]
Total property and equipment	1,378	1,378
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Total property and equipment	1,090	1,073
Construction in Process
Property Plant And Equipment [Line Items]
Total property and equipment	352	54
Computer Equipment
Property Plant And Equipment [Line Items]
Total property and equipment	$ 145	$ 129

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 400	$ 300	$ 786	$ 639

Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Accrued Liabilities, Current [Abstract]
Employee related expenses	$ 2,249	$ 2,545
Research costs	2,678	5,640
Manufacturing costs	2,517	0
Professional and consulting fees	950	759
Interest	64	31
Other	501	500
Total	$ 8,959	$ 9,475

Term Loan - Additional Information (Details) - USD ($)					1 Months Ended	6 Months Ended	12 Months Ended
Term Loan - Additional Information (Details) - USD ($)	Dec. 20, 2021	Aug. 03, 2021	Dec. 30, 2020	Mar. 09, 2018	Sep. 30, 2019	Jun. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Debt [Line Items]
Aggregate principal amount						$ 20,000,000	$ 20,000,000
Unamortized debt discount						108,000	131,000
Accrued interest on term loan						$ 64,000	$ 31,000
Maximum
Debt [Line Items]
Effective interest rate on the liability component						7.51%
Minimum
Debt [Line Items]
Effective interest rate on the liability component						5.53%
Pacific Western Bank \| Minimum
Debt [Line Items]
Cash proceeds received						$ 50,000,000.0
Loan Agreement \| Pacific Western Bank
Debt [Line Items]
Maximum borrowing capacity				$ 8,000,000.0
Loan Agreement \| Pacific Western Bank \| IPO
Debt [Line Items]
Success fee payable			$ 200,000
Loan Agreement \| Pacific Western Bank \| Series A Redeemable Convertible Preferred Stock
Debt [Line Items]
Shares issued, Price per share				$ 0.50
Warrant exercisable period				10 years
Loan Agreement \| Pacific Western Bank \| Series A Redeemable Convertible Preferred Stock \| Maximum
Debt [Line Items]
Shares, Issued				200,000
First Amendment \| Pacific Western Bank
Debt [Line Items]
Aggregate principal amount					$ 12,000,000.0
Warrants exercisable, expiration date					2028-03
Number of shares withheld to pay exercise price of warrants		10,454
First Amendment \| Pacific Western Bank \| IPO
Debt [Line Items]
Unamortized debt discount								$ 100,000
First Amendment \| Pacific Western Bank \| Series A Redeemable Convertible Preferred Stock
Debt [Line Items]
Shares, Issued					350,000
Shares issued, Price per share					$ 0.50
First Amendment \| Pacific Western Bank \| Common Stock
Debt [Line Items]
Warrant exercisable for number of shares		82,193
First Amendment \| Pacific Western Bank \| Common Stock \| IPO
Debt [Line Items]
Shares, Issued		92,647
Third Amendment \| Pacific Western Bank
Debt [Line Items]
Line of credit facility, Interest rate during period			6.00%
Maturity date			Jun. 30, 2023			Dec. 31, 2023
Debt issuance costs			$ 15,000
Principal repayment date						Dec. 31, 2021
Third Amendment \| Pacific Western Bank \| Prime Rate
Debt [Line Items]
Addition percent to variable rate			0.75%
Fourth Amendment \| Pacific Western Bank
Debt [Line Items]
Line of credit facility, Floating annual interest rate	0.50%
Line of credit facility, Interest rate during period	5.50%
Aggregate principal amount	$ 20,000,000.0
Debt extinguished	12,000,000.0
Proceeds from bank	$ 8,000,000.0
Maturity date	Sep. 30, 2025
Debt issuance costs	$ 15,000
Principal repayment start date	Sep. 30, 2023
Fourth Amendment \| Pacific Western Bank \| Maximum
Debt [Line Items]
Success fee payable	$ 200,000
Fourth Amendment \| Pacific Western Bank \| Minimum
Debt [Line Items]
Success fee payable	$ 100,000

Term Loan - Summary of Outstanding Term Loan Balance (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Principal	$ 20,000	$ 20,000
Unamortized debt discount	(108)	(131)
Net carrying amount	$ 19,892	$ 19,869

- Definition

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

+ References + Details

Term Loan - Summary of Interest Expense Recognized Related to Term loan (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Debt Disclosure [Abstract]
Contractual interest expense	$ 279	$ 182	$ 554	$ 362
Amortization of debt issuance costs and debt discount	12	33	24	74
Total interest expense	$ 291	$ 215	$ 578	$ 436

Term Loan - Schedule of Principal Amount in Connection With Term Loan (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2022 (remaining 6 months)	$ 0
2023	2,500
2024	10,000
2025	7,500
Total	$ 20,000	$ 20,000

Fair Value of Financial Instruments - Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Financial Assets
Total financial assets	$ 113,761	$ 149,709
Success Fee Obligation
Financial Liabilities
Total financial liabilities	118	105
Money Market Funds
Financial Assets
Total financial assets	30,953	110,864
Marketable Securities
Financial Assets
Total financial assets	82,808	38,845
Level 1
Financial Assets
Total financial assets	30,953	110,864
Level 1 \| Money Market Funds
Financial Assets
Total financial assets	30,953	110,864
Level 2
Financial Assets
Total financial assets	82,808	38,845
Level 2 \| Marketable Securities
Financial Assets
Total financial assets	82,808	38,845
Level 3 \| Success Fee Obligation
Financial Liabilities
Total financial liabilities	$ 118	$ 105

Fair Value of Financial Instruments - Summary of Significant Quantitative Inputs Used to Determine Valuation of Success Fee Obligation (Details)	Jun. 30, 2022 yr	Dec. 31, 2021 yr
Discount Rate
Fair Value Liabilities Measured On Recurring Basis [Line Items]
Success fee, measurement input	0.055	0.055
Expected Timing of Achieving Liquidity Events (years) \| Minimum
Fair Value Liabilities Measured On Recurring Basis [Line Items]
Success fee, measurement input	0.8	0.6
Expected Timing of Achieving Liquidity Events (years) \| Maximum
Fair Value Liabilities Measured On Recurring Basis [Line Items]
Success fee, measurement input	1.3	1.8
Probability of Achieving Liquidity Events \| Minimum
Fair Value Liabilities Measured On Recurring Basis [Line Items]
Success fee, measurement input	0.75	0.10
Probability of Achieving Liquidity Events \| Maximum
Fair Value Liabilities Measured On Recurring Basis [Line Items]
Success fee, measurement input	0.25	0.90

Fair Value of Financial Instruments - Summary of Fair Values of Success Fee Obligation (Details) - Success Fee Obligation from the Fourth Amendment - Level 3 $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 105
Change in fair value	13
Ending balance	$ 118

Commitments and Contingencies - Additional Information (Details)		1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Nov. 04, 2021 USD ($) ft² $ / ft²	Jan. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2022 USD ($) ft² Option	Dec. 31, 2020 Sublease	Dec. 31, 2019 Sublease	Dec. 31, 2021 USD ($)	Dec. 31, 2018 USD ($)
Leases [Line Items]
Lease expiration date				Sep. 30, 2024
Landlord-funded leasehold improvements								$ 1,100,000
Lease payment				$ 1,882,000
Right-of-use assets			$ 5,525,000	5,525,000
Lease liabilities			3,489,000	3,489,000
Lease liabilities, current			1,663,000	1,663,000
Lease liabilities, non-current			1,826,000	1,826,000
Lease expense				2,783,000
Short-term lease costs				0
2022							1,301,000
2023							10,711,000
2024							11,766,000
2025							10,879,000
2026							11,205,000
Thereafter							$ 148,290,000
Research and Development Expenses
Leases [Line Items]
Lease expense			2,000,000.0	2,000,000.0
General and Administrative Expenses
Leases [Line Items]
Lease expense			700,000	700,000
One Charles Park Lease Agreement
Leases [Line Items]
Lessee operating lease, description	The term of the lease is estimated to begin in the first quarter of 2023 and end on January 1, 2037, subject to certain extension rights.
Lease term beginning period	first quarter of 2023
Lease term ending date	Jan. 01, 2037
Rentable square feet of office and laboratory \| ft²	89,246
Base rent per square foot \| $ / ft²	115.00
Base rent annual upward adjustment percentage	3.00%
Lease payment	$ 800,000
Right-of-use assets			0	0
Lease liabilities			0	0
2022			400,000	400,000
2023			9,100,000	9,100,000
2024			10,600,000	10,600,000
2025			10,900,000	10,900,000
2026			11,200,000	11,200,000
Thereafter			$ 148,300,000	$ 148,300,000
Senda Biosciences, Inc
Leases [Line Items]
Lessee operating lease, description				share one-third of Senda’s 69,867 square feet of leased space at 20 Acorn Park Drive, Cambridge, Massachusetts.
Number of options to extend terms \| Option				2
Term of lease arrangement period		12 months		24 months
Lease arrangement description				The Arrangement commenced on August 1, 2020, and continues through July 31, 2022 with two options to extend the term of the Arrangement for a period of 24 months each.
Area of leased space \| ft²				69,867
Lease term ending date		Jul. 31, 2023
Upfront payment		$ 2,900,000
Reimbursement for office furniture purchases		$ 700,000
LARONDE, Inc.
Leases [Line Items]
Number of sublease agreements with related parties \| Sublease					2
Cygnal
Leases [Line Items]
Number of sublease agreements with related parties \| Sublease						2

Commitments and Contingencies - Summary of Components of Lease Expense (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Lessee Disclosure [Abstract]
Operating lease expense	$ 1,882
Variable lease expense	901
Total lease expense	$ 2,783

Commitments and Contingencies - Summary of Weighted Average Remaining Lease Term And Discount Rate Related to Leases (Details)	Jun. 30, 2022
Leases [Line Items]
Weighted average remaining lease term (years)	2 years 2 months 12 days
Weighted average discount rate	5.50%

Commitments and Contingencies - Summary of Supplemental Cash Flow Information Relating to Leases (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Leases [Line Items]
Cash paid for amounts included in the measurement of lease liabilities	$ 1,712
Operating lease assets obtained in exchange for lease liabilities	$ 4,393

Commitments and Contingencies - Summary of Estimated Minimum Lease Payments (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Leases [Abstract]
2022 (remaining 6 months)	$ 925
2023	1,563
2024	1,205
Total minimum lease payments	3,693
Less: Imputed interest	(204)
Present value of operating lease liabilities	$ 3,489

Commitments and Contingencies - Summary of Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2022 (remaining 6 months)	$ 1,301
2023	10,711
2024	11,766
2025	10,879
2026	11,205
Thereafter	148,290
Total minimum lease payments	$ 194,152

License Agreements - Additional Information (Details)	1 Months Ended			3 Months Ended		6 Months Ended
License Agreements - Additional Information (Details)	Mar. 31, 2021 USD ($)	Oct. 31, 2020 USD ($)	May 31, 2019 USD ($) Product	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)
License Agreements [Line Items]
Milestone payments						$ 0	$ 0
Outstanding payment due to WIBR				$ 0		0
Research and development				19,387,000	$ 11,184,000	33,659,000	20,933,000
Maximum
License Agreements [Line Items]
License maintenances fees						$ 100,000	100,000
WIBR Exclusive License Agreement
License Agreements [Line Items]
Number of licensed products \| Product			3
Percentage of non-royalty payments description						This percentage ranges from zero to low double-digits and will be based upon the stage of development of the licensed product at the time such sublicense is executed.
WIBR Exclusive License Agreement \| Maximum
License Agreements [Line Items]
Nonrefundable upfront fee paid.			$ 100,000
Annual license maintenance fees			100,000
Milestone payments			$ 1,700,000
WIBR Co-Exclusive License Agreement
License Agreements [Line Items]
Number of licensed products \| Product			3
WIBR Co-Exclusive License Agreement \| Maximum
License Agreements [Line Items]
Nonrefundable upfront fee paid.			$ 100,000
Annual license maintenance fees			100,000
Milestone payments			1,900,000
Annual fees for each sublicense agreement			$ 100,000
Development and Option Agreement
License Agreements [Line Items]
Reimbursements for development and material costs incurred by Acuitas		$ 400,000
Development and Option Agreement \| First Non-exclusive License
License Agreements [Line Items]
Annual technology access fee		1,500,000
Development and Option Agreement \| Second Non-exclusive License
License Agreements [Line Items]
Annual technology access fee		$ 1,750,000
Acuitas License Agreement
License Agreements [Line Items]
Milestone payments				0	0	$ 0	0
Option exercise fee	$ 1,500,000
Potential clinical and regulatory milestone payments aggregate amount entitled to receive Acuitas	$ 18,000,000.0
Research and development				$ 300,000	$ 1,600,000	$ 300,000	$ 1,600,000

Collaboration Agreement (Additional Information) (Details) - Collaboration Agreement - USD ($) $ in Millions	1 Months Ended	3 Months Ended	6 Months Ended
	Nov. 30, 2021	Jun. 30, 2022	Jun. 30, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collaboration agreement period	5 years
Amount of cost reimbursement receivable to fund research and development activities	$ 3.5
Transaction price			$ 3.5
Remaining transaction price		$ 3.1	3.1
Research and collaboration revenue		0.5	0.7
Current deferred revenue		$ 0.1	$ 0.1

Redeemable Convertible Preferred Stock - Additional Information (Details) - USD ($)					1 Months Ended	12 Months Ended
	Aug. 03, 2021	Aug. 03, 2020	Jun. 02, 2020	Jan. 27, 2020	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2017	Jun. 30, 2021	Apr. 01, 2021	Sep. 01, 2020	Jan. 01, 2020
Class Of Stock [Line Items]
Number of preferred stock converted into common stock	34,678,733
Redeemable convertible preferred stock, shares authorized					107,125,232				132,858,564
Series A Redeemable Convertible Preferred Stock
Class Of Stock [Line Items]
Redeemable convertible preferred stock, shares issued							56,775,232					0
Purchase price per share							$ 0.50	$ 0.50
Cash proceeds from issuance of convertible preferred stock							$ 25,500,000
Proceeds from outstanding promissory notes							2,800,000	$ 2,800,000
Accrued interest on outstanding promissory notes							54,000	$ 54,000
Series A Redeemable Convertible Preferred Stock \| Maximum
Class Of Stock [Line Items]
Stock issuance costs							$ 100,000
Series B Redeemable Convertible Preferred Stock
Class Of Stock [Line Items]
Redeemable convertible preferred stock, shares issued		5,000,000	3,333,333	24,066,666							0
Purchase price per share		$ 1.50	$ 1.50	$ 1.50
Cash proceeds from issuance of convertible preferred stock		$ 7,500,000	$ 5,000,000.0	$ 36,100,000
Stock issuance costs						$ 83,000
Series C Redeemable Convertible Preferred Stock
Class Of Stock [Line Items]
Redeemable convertible preferred stock, shares issued					41,833,328					0
Purchase price per share					$ 3.00
Cash proceeds from issuance of convertible preferred stock					$ 125,500,000
Stock issuance costs					$ 100,000

Preferred and Common Stock (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	6 Months Ended
	Aug. 31, 2021	Jun. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common stock issued and sold		47,852,508	47,793,469
Shares of common stock authorized		200,000,000	200,000,000
Common stock, par value		$ 0.001	$ 0.001
Shares of preferred stock authorized		10,000,000	10,000,000
Preferred stock, par value		$ 0.001	$ 0.001
IPO
Class of Stock [Line Items]
Common stock issued and sold	8,300,976
Offering price per share	$ 17.00
Gross proceeds from IPO	$ 141.1
Net proceeds	$ 128.1
Underwriters’ Option to Purchase Additional Shares
Class of Stock [Line Items]
Common stock issued and sold	900,976
2017 Plan
Class of Stock [Line Items]
Common stock subject to outstanding stock options issued	4,769,008
2017 and 2021 Plans
Class of Stock [Line Items]
Common stock subject to outstanding stock options issued		7,564,597
Amended and Restated Certificate of Incorporation
Class of Stock [Line Items]
Reverse stock split description		1-for-3.777776
Shares of common stock authorized	200,000,000
Common stock, par value	$ 0.001
Shares of preferred stock authorized	10,000,000
Preferred stock, par value	$ 0.001

Equity Incentive Plan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2022	Jul. 31, 2021
2017 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for future grant		0
Common stock subject to outstanding stock options issued		4,670,515
2017 Equity Incentive Plan \| Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expiration period	10 years
Vesting period	4 years
2017 Equity Incentive Plan \| Stock Options \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Purchase price of common stock percentage	100.00%
2021 Incentive Award Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for future grant		1,774,272
Common stock subject to outstanding stock options issued		3,366,147
Common stock reserved for future issuance			2,960,000
Common stock shares reserved for future issuance increased percentage		4.00%
2017 Equity Incentive Plan and 2021 Incentive Award Plan \| Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value per share of stock options granted		$ 5.68
Intrinsic value of stock options exercised		$ 0.4
Unrecognized compensation cost related to unvested stock options		$ 26.2
Unrecognized compensation cost, weighted-average period of recognition		3 years 2 months 12 days

Equity Incentive Plan - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 2,054	$ 685	$ 3,657	$ 879
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	978	212	1,802	275
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 1,076	$ 473	$ 1,855	$ 604

Equity Incentive Plan - Summary of Option Activity (Details) - 2017 Equity Incentive Plan and 2021 Incentive Award Plan $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of options Outstanding, Beginning balance \| shares	5,476,484
Number of options, Granted \| shares	2,806,173
Number of options, Exercised \| shares	(59,039)
Number of options, Forfeited \| shares	(181,331)
Number of options, Expired \| shares	(5,625)
Number of options Outstanding, Ending balance \| shares	8,036,662	5,476,484
Number of options, Vested and expected to vest \| shares	8,036,662
Number of options, Exercisable \| shares	2,375,116
Weighted average exercise price Outstanding, Beginning balance \| $ / shares	$ 4.90
Weighted average exercise price, Granted \| $ / shares	8.39
Weighted average exercise price, Exercised \| $ / shares	2.00
Weighted average exercise price, Forfeited \| $ / shares	8.61
Weighted average exercise price, Expired \| $ / shares	5.67
Weighted average exercise price Outstanding, Ending balance \| $ / shares	6.06	$ 4.90
Weighted average exercise price, Vested and expected to vest \| $ / shares	6.06
Weighted average exercise price, Exercisable \| $ / shares	$ 2.93
Weighted average remaining contractual life (years), Outstanding	8 years 7 months 17 days	8 years 7 months 20 days
Weighted average remaining contractual life (years), Vested and expected to vest	8 years 7 months 17 days
Weighted average remaining contractual life (years), Exercisable	7 years 7 months 20 days
Aggregate intrinsic value, Outstanding \| $	$ 7,607	$ 39,325
Aggregate intrinsic value, Vested and expected to vest \| $	7,607
Aggregate intrinsic value, Exercisable \| $	$ 4,629

Net Loss Per Share Attributable to Common Stockholders - Summary of the Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator:
Net loss attributable to common stockholders	$ (25,912)	$ (20,164)	$ (15,410)	$ (13,488)	$ (46,076)	$ (28,898)
Denominator:
Weighted-average common stock used in net loss per share attributable to common stockholders, basic	47,849,639		4,588,500		47,828,594	4,542,832
Weighted-average common stock used in net loss per share attributable to common stockholders, diluted	47,849,639		4,588,500		47,828,594	4,542,832
Net loss per common stock attributable to common stockholders, basic	$ (0.54)		$ (3.36)		$ (0.96)	$ (6.36)
Net loss per common stock attributable to common stockholders, diluted	$ (0.54)		$ (3.36)		$ (0.96)	$ (6.36)

- Definition

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

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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.

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+ Details

Net Loss Per Share Attributable to Common Stockholders - Schedule of Anti-Dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	8,036,662	39,856,903
Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share		34,678,733
Outstanding Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	8,036,662	5,085,523
Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share		92,647

Income Taxes (Additional Information) (Details)	6 Months Ended
Income Taxes (Additional Information) (Details)	Jun. 30, 2022
Income Tax Contingency [Line Items]
Research and development expenditures and requires taxpayers to amortization period	5 years

Related Party Transactions - Additional Information (Details)	1 Months Ended	3 Months Ended		6 Months Ended
	Sep. 30, 2020 USD ($) ft²	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2019 ft²
LARONDE, Inc.
Related Party Transaction [Line Items]
Area of real estate property \| ft²	19,404
Sublease income	$ 1,300,000
Outstanding receivable		$ 0		$ 0		$ 0
Cygnal
Related Party Transaction [Line Items]
Area of real estate property \| ft²							1,445
Sublease income				100,000
Outstanding receivable		0		$ 0		$ 0
Sublease term				2 years
Related Party Expense \| LARONDE, Inc.
Related Party Transaction [Line Items]
Sublease rental income received				$ 600,000	$ 1,000,000.0
Related Party Expense \| Cygnal \| Maximum
Related Party Transaction [Line Items]
Sublease rental income received		100,000	$ 100,000
Flagship \| Related Party Expense \| Reimbursable Expenses
Related Party Transaction [Line Items]
Related party expenses for management service		$ 400,000	$ 300,000	$ 800,000	$ 400,000
Omega Therapeutics, Inc. \| Flagship
Related Party Transaction [Line Items]
Ownership percentage		54.00%		54.00%