0000950170-23-005328 | 10-K | XBRL Viewer

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

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. Upon adoption of ASU 2016-02 on January 1, 2022 the Company's operating lease right-of-use assets were adjusted for accumulated deferred rent, and no additional deferred rent was recorded during the year ended December 31, 2022. In 2019 and 2020, the Company entered into sublease agreements with two related parties to sublease this office and laboratory space. Refer to Note 16, 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 was set to expire on 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 now expires 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 extended 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 second quarter of 2023 and ends fifteen years after lease commencement, 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 consolidated balance sheet as of December 31, 2022.

Disclosures under Topic 842

As of December 31, 2022, the right-of-use assets associated with the Company’s operating leases were $3.7 million, which were recorded separately on the Company’s consolidated balance sheet. The corresponding operating lease liabilities were $2.6 million as of December 31, 2022, of which $1.5 million were recorded in current liabilities and $1.1 million were recorded in long-term liabilities on the Company’s 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 year ended December 31, 2022 (in thousands).



	Year Ended December 31, 2022
Operating lease expense	$	3,820
Variable lease expense		1,357
Total lease expense	$	5,177

The variable lease expenses generally include common area maintenance, utilities and property taxes. Of the total lease expense, $3.9 million was recorded within research and development expenses and $1.2 million was recorded within general and administrative expenses in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2022. There were no short-term lease costs incurred during the year ended December 31, 2022.

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


	December 31,
	2022
Weighted average remaining lease term (years)		1.8
Weighted average discount rate		5.5	%

Supplemental cash flow information relating to the Company's leases for the year ended December 31, 2022 were as follows (in thousands):


	December 31,
	2022
Cash paid for amounts included in the measurement of lease liabilities	$	2,637
Operating lease assets obtained in exchange for lease liabilities	$	4,393

As of December 31, 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):


2023	$	1,563
2024		1,205
Total minimum lease payments		2,768
Less: Imputed interest		(124	)
Present value of operating lease liabilities	$	2,644

Estimated minimum lease payments for One Charles Park are not included in the table above, as the lease is estimated to begin in the second quarter of 2023. The estimated minimum lease payments for One Charles Park are $6.0 million, $10.5 million, $10.9 million, $11.3 million and $147.6 million for 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	$	3,013
2023		10,711
2024		11,766
2025		10,879
2026		11,205
Thereafter		148,290
Total minimum lease payments	$	195,864

Subsequent Events	12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	18. Subsequent Events On February 27, 2023, the Company completed a registered direct offering of common stock pursuant to which it issued and sold 6,920,415 shares of its common stock at a purchase price of $5.78 per share and secured approximately $39.7 million in net proceeds after deducting estimated offering expenses. As part of this registered direct offering, Flagship acquired 3,323,310 shares of common stock.

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

18. Subsequent Events

On February 27, 2023, the Company completed a registered direct offering of common stock pursuant to which it issued and sold 6,920,415 shares of its common stock at a purchase price of $5.78 per share and secured approximately $39.7 million in net proceeds after deducting estimated offering expenses. As part of this registered direct offering, Flagship acquired 3,323,310 shares of common stock.

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

8. Fair Value of Financial Instruments

The fair value of the Company’s cash and cash equivalents and restricted cash are measured through quoted market prices; the fair value of the Company's marketable securities is determined based on the pricing inputs other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. Other current assets, accounts payable and accrued liabilities approximate their fair values as of December 31, 2022 and 2021, due to their short-term nature. The carrying value of the Company’s debt approximates its fair value due to its variable interest rate, which approximates a market interest rate. The warrant liability and the success fee obligation associated with the Loan Agreement, as amended, contain unobservable inputs that reflect the Company’s own assumptions in which there is little, if any, market activity at the measurement date, thus the Company’s warrant liability and the success fee obligation are measured at their fair values on a recurring basis using unobservable inputs.

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


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial Assets
Money market funds	$	25,776	$	—	$	—	$	25,776
Corporate Debt Securities		—		54,063		—		54,063
Total	$	25,776	$	54,063	$	—	$	79,839

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 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 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 for the years ended December 31, 2022 and 2021:


	Year Ended December 31,
	2022			2021
Discount rate		8.0	%		5.5	%
Expected timing of achieving liquidity events (years)	0.3 - 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 December 31, 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

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 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):


	December 31,		December 31,
	2022		2021
Prepaid clinical expenses	$	5,232	$	—
Prepaid research and development		2,072		534
Prepaid rent		1,857		825
Other receivables		1,180		264
Prepaid insurance		1,020		1,500
Prepaid other		776		436
Prepaid software		157		143
Prepaid expenses and other current assets	$	12,294	$	3,702

Equity Incentive Plan - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 7,753	$ 3,184
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	4,026	1,205
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 3,727	$ 1,979

Accrued Expenses

12 Months Ended

Dec. 31, 2022

Accrued Liabilities, Current [Abstract]

Accrued Expenses

6. Accrued Expenses

Accrued expenses consist of the following (in thousands):


	December 31,		December 31,
	2022		2021
Employee related expenses	$	4,368	$	2,545
Manufacturing costs		4,303		—
Research costs		3,876		5,640
Professional and consulting fees		743		759
Other		429		500
Interest		122		31
Total	$	13,841	$	9,475

Commitments and Contingencies - Summary of Supplemental Cash Flow Information Relating to Leases (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Leases [Line Items]
Cash paid for amounts included in the measurement of lease liabilities	$ 2,637
Operating lease assets obtained in exchange for lease liabilities	$ 4,393

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Principles of consolidation

The accompanying consolidated 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

The preparation of the consolidated 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 consolidated 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, the incremental borrowing rate used in the calculation of lease liabilities, research and development expenses, certain judgments regarding revenue recognition 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.

Cash and cash equivalents

Cash includes cash in readily available checking accounts, and cash equivalents include money market accounts and all highly liquid investments with an original maturity of three months or less from the date of purchase. Cash and cash equivalents are recorded at cost, which approximates fair value.

Marketable securities

The Company’s marketable securities as of December 31, 2022 consisted of corporate debt securities and are classified as available-for-sale and are reported at fair value. Unrealized gains and losses on available-for-sale debt securities are reported as a component of accumulated other comprehensive loss in stockholders’ equity until realized. Any premium or discount arising at purchase is amortized and/or accreted to interest income and/or expense over the life of the instrument. Realized gains and losses are determined using the specific identification method and are included as a component in other expense, net.

The Company evaluates its marketable securities with unrealized losses for other-than-temporary impairment. When assessing marketable securities for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a

period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge to the consolidated statements of operations and comprehensive loss.

Restricted cash

Restricted cash represents collateral provided for letters of credit issued as a security deposit in connection with the Company’s office lease.

Concentrations of credit risk

Financial instruments that are potentially subject to significant concentration of credit risk consist primarily of cash, cash equivalents, and marketable securities. The Company attempts to minimize the risk related to marketable securities by working with highly rated financial institutions that invest in a broad and diverse range of financial instruments as defined the Company. The Company has established guidelines relative to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. The Company maintains its funds in accordance with its investment policy, which defines allowable investments, specifies credit quality standards and is designed to limit credit exposure to any single issuer.

Guarantees and indemnifications

As permitted under Delaware law, the Company indemnifies its officers, directors, consultants, and employees for certain events or occurrences that happen by reason of the relationship with, or position held at, the Company. Through December 31, 2022 and 2021, the Company had not experienced any losses related to these indemnification obligations, and no claims were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related liabilities were established.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset category as follows:


Asset category	Estimated useful life
Computer equipment and software	3 years
Laboratory equipment and office furniture	5 years
Leasehold improvements	Shorter of useful life or remaining lease term

Upon retirement or sale, the cost of assets disposed of, and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred.

Accrued research and development expenses

The Company estimates accrued research and development expenses based on its estimates of the services received and efforts expended pursuant to quotes and contracts with third-party service providers, including contract research organizations (“CROs”) and contract development and manufacturing organizations (“CDMOs”) that supply, conduct and manage preclinical and clinical studies on the Company’s behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to its vendors will exceed the level of services provided and result in a prepayment of the expense, in which it will be evaluated for current or long-term classification based on when it is expected to be realized. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts the accrual or the amount of prepaid expenses accordingly.

Debt issuance costs

Costs incurred in connection with the issuance of the Company’s long-term debt have been recorded as a direct reduction against the debt and amortized over the life of the associated debt as a component of interest expense using the effective interest method.

Warrant liability

Warrants for the purchase of Series A redeemable convertible preferred stock (“Series A Preferred Stock”) issued in connection with the loan and security agreement (“Loan Agreement”), as amended, with Pacific Western Bank (“PWB”) were classified as a liability on the consolidated balance sheets at their fair value on the date of issuance. At the end of each reporting period, the change in estimated fair value during the period was recognized as a component of other expense, net in the consolidated statements of operations and comprehensive loss. The fair value of the warrants was remeasured at the end of each reporting period until the closing of the IPO, at which time the liabilities were reclassified to an equity component as the outstanding warrants automatically became warrants to purchase common stock.

Success fee obligation

The Loan Agreement, as amended, with PWB, requires the Company to pay a success fee (“success fee obligation”) upon the occurrence of a specified liquidity event as described in the Loan Agreement, as amended. The Company determined that this obligation represented a freestanding derivative instrument. Accordingly, the success fee obligation was classified as a liability on the Company’s consolidated balance sheets and initially recorded at fair value, with changes in fair value for each reporting period recognized in other expense, net in the 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.

Deferred rent

The Company’s real estate operating leases provide for scheduled annual rent increases throughout the lease terms. The Company adopted ASU 2016-02, and related amendments, on January 1, 2022 using the modified retrospective transition method. Upon adoption the Company's operating lease right-of-use assets were adjusted for accumulated deferred rent, and no additional deferred rent was recorded during the year ended December 31, 2022.

For the year ended December 31, 2021, the Company recognized the effects of the scheduled rent increases on a straight-line basis over the full terms of the leases. Tenant improvement allowances, if any, provided by a landlord are recorded as deferred rent and amortized as reductions to rent expense over the lease terms.

Equity issuance costs

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity as a reduction of proceeds generated as a result of the offering. Should a planned equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the consolidated statement of operations. Upon closing of the IPO, deferred offering costs were derecognized and recorded against the IPO proceeds as a reduction to additional paid-in capital. There were no deferred offering costs as of December 31, 2022 and 2021.

Impairment of long-lived assets

The Company evaluates its long-lived assets, which consist primarily of property and equipment and operating lease right-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairment losses recognized during the years ended December 31, 2022 and 2021.

Fair value measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

Redeemable convertible preferred stock

The Company classified redeemable convertible preferred stock as temporary equity on the consolidated balance sheet because it could become redeemable upon occurrence of a deemed liquidation event that is outside of the Company’s control. Upon completion of the Company’s IPO, all of the Company’s then outstanding redeemable convertible preferred stock was automatically converted into common stock.

Revenue recognition

Revenue recognized to-date is solely generated from the collaboration agreement with PM (CF) Explorations, Inc., or PMCo. The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and its related amendments, or, collectively, ASC 606.

At inception, the Company determines whether contracts are within the scope of ASC 606 or other topics. For contracts that are determined to be within the scope of ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods and services. To achieve this core principle, the Company applies the following five steps (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when performance obligation is satisfied. The Company only applies the five-step model to contracts when it determines that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.

Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. To the extent a contract includes multiple promised goods and services, the Company applies judgment to determine whether promised goods and services are both capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation.

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in management’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes. Determining the transaction price requires significant judgment.

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction

price to each performance obligation on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The consideration to be received is allocated among the separate performance obligations based on relative standalone selling prices.

The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either (i) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, (ii) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (iii) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer.

If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from consideration allocated to the license when the license is transferred to the customer and the customer can use and benefit from the license. For licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

At the inception of each arrangement that includes milestone payments, the Company evaluates the probability of reaching the milestones and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur in the future, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s are not considered probable of being achieved and therefore revenue recognized is constrained as management is unable to assert that a reversal of revenue would not be possible. The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. To date, the Company has not recognized any milestone revenue.

Deferred revenue arises from amounts received in advance of the culmination of the earnings process and is recognized as revenue in future periods as performance obligations are satisfied. Deferred revenue expected to be recognized within the next twelve months is classified as a current liability.

Research and development expenses

Research and development expenses are charged to expense as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock-based compensation, employee benefits, facilities costs, laboratory supplies, depreciation, consulting fees, cost of licensing technology, milestone payment, and external contract research and development and manufacturing expenses. Costs for certain research and development activities are recognized based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development costs. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses and expensed as the related goods are delivered or the services are performed.

Stock-based compensation

The Company’s stock-based compensation program allows for grants of incentive stock options, non-qualified stock options, stock appreciation rights, and restricted stock awards, restricted stock units and other stock-based awards to employees, directors and consultants.

The Company recognizes all stock-based compensation awards to employees and non-employees as expense in the consolidated statements of operations and comprehensive loss based on their fair values. For stock option awards,

the Company estimates the fair value using the Black-Scholes option pricing model. The fair value of the Company’s common stock is used to determine the fair value of restricted stock awards.

Stock-based compensation awards are subject to service vesting conditions, and forfeitures are recorded as they occur. Compensation expense related to awards to employees with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. The Company applies ASU No. 2018-07, Compensation—Stock Compensation (Topic 718):Improvements to Nonemployee Share-Based Payment Accounting (“ASU No. 2018-07”), in which the measurement date for non-employee awards is determined as the date of grant, and stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis.

The Black-Scholes option pricing model requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends. Due to the lack of a public market for the Company’s common stock prior to the IPO and lack of sufficient company-specific historical and implied volatility data, the Company has based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The Company uses the simplified method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment, to calculate the expected term for options granted to employees and non-employees, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock.

Patent costs

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred as patents have no future alternative use.

Income taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s consolidated financial statements and tax returns. Deferred tax assets and liabilities are determined based upon the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards, using enacted tax rates expected to be in effect in the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that these assets may not be realized. As of December 31, 2022 and 2021, the Company has recorded a full valuation allowance against its deferred tax assets. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, none of the benefit attributable to the position is recognized. The tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes.

Comprehensive loss

Comprehensive loss is defined as the change in stockholders’ equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss includes net loss as well as other changes in stockholders’ equity which includes certain changes in equity that are excluded from net loss. The Company’s only element of other comprehensive loss is unrealized gains and losses on its marketable securities.

Net loss per share

The Company follows the two-class method when computing net loss per share, as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be

allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common stock outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents.

The Company’s redeemable convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2022 and 2021.

Segment and geographic information

Operating segments are defined as components of an entity about which discrete information is available for evaluation by the chief operating decision maker, or CODM, or decision-making group, in deciding how to allocate resources and in assessing performance. The CODM is the Company’s Chief Executive Officer. The CODM views its operations as and manages its business in one operating segment operating exclusively in the United States.

Recently issued 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 under ASC Topic 840: Leases (“Topic 840”).

The Company adopted ASU 2016-02, and related amendments, on January 1, 2022 using the modified retrospective approach 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 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 contains 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 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.

Term Loan - Additional Information (Details) - USD ($)					1 Months Ended	12 Months Ended
Term Loan - Additional Information (Details) - USD ($)	Dec. 20, 2021	Aug. 03, 2021	Dec. 30, 2020	Mar. 09, 2018	Sep. 30, 2019	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2021
Debt [Line Items]
Aggregate principal amount						$ 20,000,000	$ 20,000,000
Unamortized debt discount						64,000	131,000
Accrued interest on term loan						121,000	31,000
Net carrying amount of term loan classified as short-term						3,300,000
Net carrying amount of term loan classified as long-term						$ 16,603,000	$ 19,869,000
Maximum
Debt [Line Items]
Effective interest rate on the liability component						8.18%
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

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

14. 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):


	Year Ended December 31,
	2022			2021
Numerator:
Net loss attributable to common stockholders	$	(102,701	)	$	(68,280	)
Denominator:
Weighted average number of common stock, basic and diluted		47,880,819			22,404,058
Net loss per common stock attributable to common stockholders, basic and diluted	$	(2.14	)	$	(3.05	)

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 December 31,
	2022		2021
Outstanding options to purchase common stock		8,438,573		5,476,484

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Stock issuance costs	$ 132
Preferred Stock - Series C
Stock issuance costs	132
Initial Public Offering
Stock issuance costs	$ 13,005

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

16. 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 December 31, 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 years ended December 31, 2022 and 2021, the Company incurred $1.7 million and $1.0 million, respectively, primarily for reimbursable expenses. These expenses are recorded as related party expense in the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 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 expense, of $2.3 million and $2.0 million during the years ended December 31, 2022 and 2021, respectively. Such rental income was reflected as a reduction of related party expense in the accompanying consolidated statements of operations and comprehensive loss. There was no outstanding receivable due from LARONDE as of December 31, 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 was to continue on a month-to-month basis until advanced notice is provided to the Company. Cygnal gave notice, terminated the agreement and vacated the property in May 2022. The rental rate for the sublease arrangement was equal to the Company’s rental obligation per the agreement with BMR-325 Vassar Street LLC, approximating $0.1 million per year. The sublessee was 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 for each of the years ended December 31, 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 consolidated statements of operations and comprehensive loss. There was no outstanding receivable due from Cygnal as of December 31, 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.

Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued Liabilities, Current [Abstract]
Employee related expenses	$ 4,368	$ 2,545
Manufacturing costs	4,303	0
Research costs	3,876	5,640
Professional and consulting fees	743	759
Other	429	500
Interest	122	31
Total	$ 13,841	$ 9,475

Net Loss Per Share Attributable to Common Stockholders - Schedule of Anti-Dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
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	8,438,573	5,476,484

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 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):


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial Assets
Money market funds	$	25,776	$	—	$	—	$	25,776
Corporate Debt Securities		—		54,063		—		54,063
Total	$	25,776	$	54,063	$	—	$	79,839

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 for the years ended December 31, 2022 and 2021:


	Year Ended December 31,
	2022			2021
Discount rate		8.0	%		5.5	%
Expected timing of achieving liquidity events (years)	0.3 - 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 December 31, 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

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

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

A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	Year ended December 31,
	2022			2021
U.S. federal statutory income tax rate		21.0	%		21.0	%
State income taxes, net of federal benefit		7.1			7.6
Research and development tax credits		4.3			3.0
Non-deductible / non-taxable permanent items		(0.5	)		(0.9	)
Change in valuation allowance		(32.0	)		(30.8	)
Other		0.1			0.1
Effective income tax rate		0.0	%		0.0	%

Summary of Components of Deferred Taxes

The components of the Company’s deferred taxes are as follows (in thousands):


	Year ended December 31,
	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	40,157		$	34,194
Research and development credit carryforwards		11,013			5,638
Accrued expenses		1,098			879
Stock-based compensation		1,726			528
Intangible assets		136			152
IRC 174 R&D capitalization		20,024			—
Lease liabilities		722			—
Unrealized gain/loss		325			—
Total deferred tax assets		75,201			41,391
Less: valuation allowance		(74,005	)		(41,203	)
Deferred tax assets, net		1,196			188
Deferred tax liabilities:
Depreciation		(194	)		(182	)
Operating lease right-of-use assets		(1,002	)		—
Unrealized gain/loss		—			(6	)
Total deferred tax liabilities		(1,196	)		(188	)
Net deferred taxes	$	—		$	—

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Indemnification obligations losses	$ 0	$ 0
Indemnification obligations claims outstanding	0	0
Deferred offering costs	0	0
Impairment losses recognized	0	0
Operating lease right-of-use assets	3,668,000
Deferred rent	0	$ 157,000
Present value of operating lease liabilities	2,644,000
Accounting Standards Update 2016-02 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets	4,400,000
Present value of operating lease liabilities	$ 5,100,000

Collaboration Agreement

12 Months Ended

Dec. 31, 2022

Collaboration Agreement [Abstract]

Collaboration Agreement

11. Collaboration Agreements

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 $3.1 million in cost reimbursement through 2023 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 total transaction price at December 31, 2022 was determined to be $5.4 million based on the current estimated required efforts to fulfill the performance obligation. This total includes an increase of $1.9 million resulting from an amendment agreed upon with PMCo in 2022. As of December 31, 2022, the remaining transaction price was estimated to be $3.1 million, which is expected to be recognized as revenue through 2023.

The Company recognized funded research and collaboration revenue of $2.1 million and $0.1 million in the consolidated statements of operations and comprehensive loss during the years ended December 31, 2022 and 2021, respectively. Additionally, the Company recognized less than $0.1 million of current deferred revenue as of December 31, 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 December 31, 2022, the Company determined that the proceeds from such transaction was not probable of recognition.

Nitto Denko Corporation

On October 12, 2022, the Company entered into a Collaboration and License Agreement with Nitto, pursuant to which, among other things, Nitto granted the Company an exclusive, worldwide, royalty-bearing, fully transferable and fully sublicensable license under all intellectual property owned or controlled by Nitto relating to its lipid nanoparticle delivery technology. See further discussion in Note 10, License Agreements.

Marketable Securities

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

3. Marketable Securities

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


	December 31, 2022
	Amortized cost		Gross unrealized losses			Fair value
Corporate debt securities	$	54,542	$	(479	)	$	54,063

	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 December 31, 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 year ended December 31, 2022 and, as a result, the Company did not reclassify any amounts out of accumulated other comprehensive loss during the year.

As of December 31, 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 December 31, 2022.

License Agreements

12 Months Ended

Dec. 31, 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 years ended December 31, 2022 and 2021, the Company recognized expenses of less than $0.2 million for license maintenance fees and milestone payments. There was no outstanding payment due to WIBR as of December 31, 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. Lastly, the royalty payments and the sublicense non-royalty payments are contingent upon sales of licensed products or execution of a sublicense 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 sublicense 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 years ended December 31, 2022 and 2021, the Company recorded an aggregate of $1.9 million and $3.3 million of research and development expenses, respectively, consisting of technology access fees, target reservation and maintenance fees, the costs of services performed by Acuitas, material costs and reimbursable costs.

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. For the year ended December 31, 2022, $0.8 million has been recorded as research and development expense for these milestones. There were no milestones triggered, and no expense was recorded related to them for the year ended December 31, 2021. 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.

Nitto Denko Corporation

On October 12, 2022, the Company entered into a Collaboration and License Agreement (the "Nitto Agreement”) with Nitto Denko Corporation (“Nitto”), pursuant to which, among other things, Nitto granted the Company an exclusive, worldwide, royalty-bearing, fully transferable and fully sublicensable license under all intellectual property owned or controlled by Nitto relating to its lipid nanoparticle delivery technology.

Under the terms of the Nitto Agreement, the Company has made an upfront cash payment of $1.0 million, and developmental milestone payments of $1.0 million to Nitto in 2022. Both payments have been recorded as research and development expenses. The Company is also required to make up to $83.0 million in future payments to Nitto based upon the achievement of specified development, regulatory and sales milestones. The Company is also obligated to pay to Nitto tiered, single-digit percentage royalties on a country-by-country basis based on net sales of the licensed product, subject to reduction in specified circumstances. As such, when these expenses are considered probable and estimable, the Company will accrue expense for the amount the Company is obligated.

License Agreements - Additional Information (Details)		1 Months Ended			12 Months Ended
License Agreements - Additional Information (Details)	Oct. 12, 2022 USD ($)	Mar. 31, 2021 USD ($)	Oct. 31, 2020 USD ($)	May 31, 2019 USD ($) Product	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
License Agreements [Line Items]
Outstanding payment due to WIBR					$ 0
Research and development					79,996,000	$ 47,865,000
Maximum
License Agreements [Line Items]
License maintenance fees and milestone payments					$ 200,000	200,000
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					$ 800,000	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					$ 1,900,000	$ 3,300,000
Nitto
License Agreements [Line Items]
Research and development	$ 1,000,000.0
Upfront cash payment	1,000,000.0
Nitto \| Maximum
License Agreements [Line Items]
Future payments based upon the achievement of specified development, regulatory and sales milestones	$ 83,000,000.0

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Summary of Components of Lease Expense

The following table summarizes the components of lease expense for the year ended December 31, 2022 (in thousands).



	Year Ended December 31, 2022
Operating lease expense	$	3,820
Variable lease expense		1,357
Total lease expense	$	5,177

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:


	December 31,
	2022
Weighted average remaining lease term (years)		1.8
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 year ended December 31, 2022 were as follows (in thousands):


	December 31,
	2022
Cash paid for amounts included in the measurement of lease liabilities	$	2,637
Operating lease assets obtained in exchange for lease liabilities	$	4,393

Summary of Estimated Minimum Lease Payments

As of December 31, 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):


2023	$	1,563
2024		1,205
Total minimum lease payments		2,768
Less: Imputed interest		(124	)
Present value of operating lease liabilities	$	2,644

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	$	3,013
2023		10,711
2024		11,766
2025		10,879
2026		11,205
Thereafter		148,290
Total minimum lease payments	$	195,864

Net Loss Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 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):


	Year Ended December 31,
	2022			2021
Numerator:
Net loss attributable to common stockholders	$	(102,701	)	$	(68,280	)
Denominator:
Weighted average number of common stock, basic and diluted		47,880,819			22,404,058
Net loss per common stock attributable to common stockholders, basic and diluted	$	(2.14	)	$	(3.05	)

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


	As of December 31,
	2022		2021
Outstanding options to purchase common stock		8,438,573		5,476,484

Related Party Transactions - Additional Information (Details)	1 Months Ended	12 Months Ended
	Sep. 30, 2020 USD ($) ft²	Dec. 31, 2022 USD ($)	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
Cygnal
Related Party Transaction [Line Items]
Area of real estate property \| ft²				1,445
Sublease income		100,000
Outstanding receivable		$ 0	0
Sublease term		2 years
Related Party Expense \| LARONDE, Inc.
Related Party Transaction [Line Items]
Sublease rental income received		$ 2,300,000	2,000,000.0
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		$ 1,700,000	$ 1,000,000.0
Omega Therapeutics, Inc. \| Flagship
Related Party Transaction [Line Items]
Ownership percentage		54.00%

Employee Benefits (Additional Information) (Details) - 401(k) Plan - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Defined Contribution Plan Disclosure [Line Items]
Employee benefits description	he Company began matching 50% of employee contributions of up to 6% of eligible compensation contributed on a pre-tax and/or Roth after-tax basis to the 401(k) Plan.
Employer matching contribution, percentage of match	50.00%
Percentage of eligible compensation contributed	6.00%
Total contribution	$ 500,000	$ 0

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment, Net

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


	December 31,			December 31,
	2022			2021
Lab equipment	$	6,121		$	4,822
Leasehold improvements		1,378			1,378
Furniture and fixtures		1,093			1,073
Construction in process		827			54
Computer equipment		190			129
Total property and equipment		9,609			7,456
Less accumulated depreciation		(5,414	)		(3,851	)
Property and equipment, net	$	4,195		$	3,605

Commitments and Contingencies - Additional Information (Details)		1 Months Ended	12 Months Ended
	Nov. 04, 2021 USD ($) ft² $ / ft²	Jan. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) ft² Option	Dec. 31, 2021 USD ($)	Dec. 31, 2020 Sublease	Dec. 31, 2019 Sublease	Dec. 31, 2018 USD ($)
Leases [Line Items]
Lease expiration date			Sep. 30, 2024
Deferred rent			$ 0	$ 157,000
Landlord-funded leasehold improvements							$ 1,100,000
Lease payment			3,820,000
Right-of-use assets			3,668,000
Lease liabilities			2,644,000
Lease liabilities, current			1,524,000
Lease liabilities, non-current			1,120,000
Lease expense			5,177,000
Short-term lease costs			0
2023				3,013,000
2023				10,711,000
2024				11,766,000
2025				10,879,000
Thereafter				$ 148,290,000
Research and Development Expenses
Leases [Line Items]
Lease expense			3,900,000
General and Administrative Expenses
Leases [Line Items]
Lease expense			1,200,000
One Charles Park Lease Agreement
Leases [Line Items]
Lessee operating lease, description	The term of the lease is estimated to begin in the second quarter of 2023 and ends fifteen years after lease commencement, subject to certain extension rights.
Lease term beginning period	second quarter of 2023
Lease term ending periods	fifteen years after lease commencement
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
Lease liabilities			0
2023			6,000,000.0
2023			10,500,000
2024			10,900,000
2025			11,300,000
Thereafter			$ 147,600,000
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 was set to expire on 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

Property and Equipment, Net

12 Months Ended

Dec. 31, 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):


	December 31,			December 31,
	2022			2021
Lab equipment	$	6,121		$	4,822
Leasehold improvements		1,378			1,378
Furniture and fixtures		1,093			1,073
Construction in process		827			54
Computer equipment		190			129
Total property and equipment		9,609			7,456
Less accumulated depreciation		(5,414	)		(3,851	)
Property and equipment, net	$	4,195		$	3,605

Depreciation expense for the years ended December 31, 2022 and 2021 was $1.6 million and $1.4 million, respectively.

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Operating activities
Net loss	$ (102,701,000)	$ (68,280,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,564,000	1,387,000
Amortization of debt issuance costs and debt discount	67,000	93,000
Amortization of operating lease right-of-use assets	3,626,000
Accretion of discounts on marketable securities	1,045,000	25,000
Change in fair value of warrant liability		1,310,000
Change in fair value of success fee obligation	13,000	6,000
Non-cash interest expense		164,000
Stock-based compensation expense	7,753,000	3,184,000
Deferred rent	0	(157,000)
Loss on disposal of equipment		(3,000)
Changes in operating assets and liabilities:
Accounts receivable due from related party	(362,000)	(257,000)
Prepaid expenses and other current assets	(8,592,000)	(2,646,000)
Other assets	(3,763,000)	156,000
Accounts payable	985,000	1,040,000
Accrued expenses and other current liabilities	3,233,000	6,379,000
Other liabilities	(1,383,000)	(10,000)
Net cash used in operating activities	(98,515,000)	(57,609,000)
Investing activities
Purchases of property and equipment	(1,380,000)	(1,467,000)
Purchases of marketable securities	(57,415,000)	(38,932,000)
Proceeds from maturities of marketable securities	40,735,000
Net cash used in investing activities	(18,060,000)	(40,399,000)
Financing activities
Proceeds from issuance of redeemable convertible preferred stock		125,500,000
Payments for preferred stock issuance costs		(132,000)
Proceeds from initial public offering of common stock, net of commissions and underwriting discounts		131,238,000
Payments for initial public offering costs		(3,126,000)
Payment of success fee		(200,000)
Proceeds from debt financing		8,000,000
Payments of financing fees		(15,000)
Proceeds from exercise of stock options	708,000	274,000
Net cash provided by financing activities	708,000	261,539,000
Net change in cash, cash equivalents and restricted cash	(115,867,000)	163,531,000
Cash, cash equivalents and restricted cash—beginning of period	186,823,000	23,292,000
Cash, cash equivalents and restricted cash—end of period	70,956,000	186,823,000
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	70,615,000	186,482,000
Restricted cash	341,000	341,000
Cash, cash equivalents and restricted cash—end of period	70,956,000	186,823,000
Supplemental disclosures of cash flow information
Cash paid for interest	1,263,000	754,000
Supplemental disclosure of noncash investing and financing activities
Conversion of preferred stock to common stock		200,594,000
Reclassification of warrants to additional paid-in capital		1,434,000
Purchase of property and equipment included in accounts payable and accrued expenses	$ 13,000	44,000
Fair value attributed to success fee obligation		$ 105,000

Nature of the Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Aug. 31, 2021	Dec. 31, 2021	Dec. 31, 2022
Nature Of Business And Basis Of Presentation [Line Items]
Common stock, shares issued		47,793,469	48,072,517
Gross proceeds from IPO		$ 131,238
Cash, cash equivalents and marketable securities			$ 124,700
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	$ 141,100
Net proceeds	$ 128,100
Underwriters’ Option to Purchase Additional Shares
Nature Of Business And Basis Of Presentation [Line Items]
Common stock, shares issued	900,976

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 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	48,072,517	47,793,469
Common stock, shares outstanding	48,072,517	47,793,469
Series A Redeemable Convertible Preferred Stock
Redeemable convertible preferred stock, shares outstanding	0	0
Series B Redeemable Convertible Preferred Stock
Redeemable convertible preferred stock, shares outstanding	0	0
Series C Redeemable Convertible Preferred Stock
Redeemable convertible preferred stock, shares outstanding	0	0

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

15. Income taxes

A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	Year ended December 31,
	2022			2021
U.S. federal statutory income tax rate		21.0	%		21.0	%
State income taxes, net of federal benefit		7.1			7.6
Research and development tax credits		4.3			3.0
Non-deductible / non-taxable permanent items		(0.5	)		(0.9	)
Change in valuation allowance		(32.0	)		(30.8	)
Other		0.1			0.1
Effective income tax rate		0.0	%		0.0	%

The components of the Company’s deferred taxes are as follows (in thousands):


	Year ended December 31,
	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	40,157		$	34,194
Research and development credit carryforwards		11,013			5,638
Accrued expenses		1,098			879
Stock-based compensation		1,726			528
Intangible assets		136			152
IRC 174 R&D capitalization		20,024			—
Lease liabilities		722			—
Unrealized gain/loss		325			—
Total deferred tax assets		75,201			41,391
Less: valuation allowance		(74,005	)		(41,203	)
Deferred tax assets, net		1,196			188
Deferred tax liabilities:
Depreciation		(194	)		(182	)
Operating lease right-of-use assets		(1,002	)		—
Unrealized gain/loss		—			(6	)
Total deferred tax liabilities		(1,196	)		(188	)
Net deferred taxes	$	—		$	—

The Company had no income tax expense due to the operating loss incurred for the years ended December 31, 2022 and 2021. Management has evaluated the positive and negative evidence bearing upon the realizability of the Company’s net deferred tax assets and has determined that it is more likely than not that the Company will not recognize the benefits of the net deferred tax assets. As a result, the Company has recorded a full valuation allowance as of December 31, 2022 and 2021. The valuation allowance increased by $32.8 million in 2022, due to the increase in deferred tax assets, primarily resulting from the net operating loss carryforwards, research and development tax credits, IRC 174 R&D Capitalization, stock-based compensation expense and deductible accrued expenses.

Realization of the future tax benefits is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership, including a sale of the Company or significant changes in ownership due to sales of equity, may have limited, or may limit in the future, the amount of net operating loss carryforwards, which could be used annually to offset future taxable income. The Company has not completed a study to assess whether a change of control has occurred or whether there have been multiple changes of control since the Company’s formation due to the significant complexity and cost associated with such study and because there could be additional changes in control in the future. As a result, the Company is not able to estimate the effect of the change in control, if any, on the Company’s ability to utilize net operating loss and research and development credit carryforwards in the future.

As of December 31, 2022, the Company had $147.8 million of federal and $143.9 million of state net operating loss carryforwards. If not utilized, both the federal and state net operating loss carryforwards have components that begin to expire starting in 2036. Of the $147.8 million federal net operating loss carryforwards, $142.3 million of net operating loss generated from 2018 to 2022 will not expire. Additionally, as of December 31, 2022, the Company had $7.8 million of federal and $4.0 million of Massachusetts tax credits that expire starting in 2036 and 2031, respectively.

As of December 31, 2021, the Company had $125.8 million of federal and $123.0 million of state net operating loss carryforwards. If not utilized, both the federal and state net operating loss carryforwards have components that begin to expire starting in 2036. Of the $125.8 million federal net operating loss carryforwards, $120.3 million of net operating loss generated from 2018 to 2021 will not expire. Additionally, as of December 31, 2021, the Company had $3.4 million of federal and $2.8 million of Massachusetts tax credits that expire starting in 2036 and 2031, respectively.

As of December 31, 2022 and 2021, the Company had no uncertain tax positions. The Company will recognize both interest and penalties associated with unrecognized tax benefits as a component of income tax expense. The Company has not recorded any interest or penalties for unrecognized tax benefits since its inception.

The Company filed income tax returns in the United States and the Commonwealth of Massachusetts in all tax years since inception. All tax years remain open to examination by these jurisdictions, as carryforward attributes generated in past years may be adjusted in a future period. The Company is not currently under examination by the Internal Revenue Service or any other taxing authority for these years.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

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

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

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

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

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

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

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

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

+ Details

Marketable Securities - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
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
Investments with other-than-temporary impairment	0
Debt securities reclassified to accumulated other comprehensive loss	$ 0

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of significant accounting policies

Principles of consolidation

Use of estimates

Cash and cash equivalents

Marketable securities

Restricted cash

Restricted cash represents collateral provided for letters of credit issued as a security deposit in connection with the Company’s office lease.

Concentrations of credit risk

Guarantees and indemnifications

Property and equipment


Asset category	Estimated useful life
Computer equipment and software	3 years
Laboratory equipment and office furniture	5 years
Leasehold improvements	Shorter of useful life or remaining lease term

Accrued research and development expenses

Debt issuance costs

Warrant liability

Success fee obligation

Deferred rent

Equity issuance costs

Impairment of long-lived assets

Fair value measurements

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Redeemable convertible preferred stock

Revenue recognition

Research and development expenses

Stock-based compensation

the Company estimates the fair value using the Black-Scholes option pricing model. The fair value of the Company’s common stock is used to determine the fair value of restricted stock awards.

Stock-based compensation awards are subject to service vesting conditions, and forfeitures are recorded as they occur. Compensation expense related to awards to employees with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. The Company applies ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU No. 2018-07”), in which the measurement date for non-employee awards is determined as the date of grant, and stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis.

Patent costs

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred as patents have no future alternative use.

Income taxes

Comprehensive loss

Net loss per share

allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Segment and geographic information

Recently issued accounting pronouncements

Leases

Fair Value of Financial Instruments - Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Financial Assets
Total financial assets	$ 79,839	$ 149,709
Success Fee Obligation
Financial Liabilities
Total financial liabilities	118	105
Money Market Funds
Financial Assets
Total financial assets	25,776	110,864
Corporate Debt Securities
Financial Assets
Total financial assets	54,063
Marketable Securities
Financial Assets
Total financial assets		38,845
Level 1
Financial Assets
Total financial assets	25,776	110,864
Level 1 \| Money Market Funds
Financial Assets
Total financial assets	25,776	110,864
Level 2
Financial Assets
Total financial assets	54,063	38,845
Level 2 \| Corporate Debt Securities
Financial Assets
Total financial assets	54,063
Level 2 \| Marketable Securities
Financial Assets
Total financial assets		38,845
Level 3 \| Success Fee Obligation
Financial Liabilities
Total financial liabilities	$ 118	$ 105

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Feb. 24, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		48,095,462
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 Transition Report	false
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 80.0
Documents Incorporated by Reference [Text Block]	Portions of the Registrant’s definitive proxy statement relating to its 2023 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2022, are incorporated herein by reference in Part III.
Auditor Name	Deloitte & Touche LLP
Auditor Firm ID	34
Auditor Location	Boston, Massachusetts

Commitments and Contingencies - Summary of Weighted Average Remaining Lease Term And Discount Rate Related to Leases (Details)	Dec. 31, 2022
Leases [Line Items]
Weighted average remaining lease term (years)	1 year 9 months 18 days
Weighted average discount rate	5.50%

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - 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	0
Balance at Dec. 31, 2020		$ 26,708	$ 48,517	$ 0
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 from initial public offering, net of issuance costs, shares					8,300,976
Issuance of common stock from initial public offering, net of issuance costs	128,112				$ 8	128,104
Conversion of redeemable convertible preferred stock to common stock upon closing of initial public offering, shares		(56,775,232)	(32,399,999)	(41,833,328)	34,678,733
Conversion of redeemable convertible preferred stock to common stock upon closing of initial public offering	200,594	$ (26,708)	$ (48,517)	$ (125,368)	$ 35	200,559
Conversion of preferred stock warrant to common stock warrant upon closing of initial public offering	1,434					1,434
Cashless exercise of warrants					82,193
Issuance of common stock for options exercised	274					274
Issuance of common stock for options exercised, shares					266,216
Other comprehensive loss	(62)						$ (62)
Stock-based compensation	3,184					3,184
Net loss	(68,280)							(68,280)
Balance at Dec. 31, 2021	200,628				$ 48	335,147	(62)	(134,505)
Balance (in shares) at Dec. 31, 2021		0	0	0
Balance at Dec. 31, 2021		$ 0	$ 0	$ 0
Balance (in shares) at Dec. 31, 2021					47,793,469
Issuance of common stock for options exercised	708					708
Issuance of common stock for options exercised, shares					279,048
Other comprehensive loss	(417)						(417)
Stock-based compensation	7,753					7,753
Net loss	(102,701)							(102,701)
Balance at Dec. 31, 2022	$ 105,971				$ 48	$ 343,608	$ (479)	$ (237,206)
Balance (in shares) at Dec. 31, 2022		0	0	0
Balance at Dec. 31, 2022		$ 0	$ 0	$ 0
Balance (in shares) at Dec. 31, 2022					48,072,517

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 1,564	$ 1,387

Employee Benefits

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Employee Benefits

17. Employee benefits

In 2018, the Company established a defined-contribution plan under Section 401(k) of the Internal Revenue Code, or the 401(k) Plan. The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. On May 1, 2022, the Company began matching 50% of employee contributions of up to 6% of eligible compensation contributed on a pre-tax and/or Roth after-tax basis to the 401(k) Plan. During the year ended December 31, 2022, the Company made matching contributions totaling $0.5 million. The Company made no contributions to the 401(k) Plan during the year ended December 31, 2021.

Commitments and Contingencies - Summary of Components of Lease Expense (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Lessee Disclosure [Abstract]
Operating lease expense	$ 3,820
Variable lease expense	1,357
Total lease expense	$ 5,177

Income Taxes - Summary of Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. federal statutory income tax rate	21.00%	21.00%
State income taxes, net of federal benefit	7.10%	7.60%
Research and development tax credits	4.30%	3.00%
Nondeductible/ nontaxable permanent items	(0.50%)	(0.90%)
Change in valuation allowance	(32.00%)	(30.80%)
Other	0.10%	0.10%
Effective income tax rate%	0.00%	0.00%

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	$ 3,013
2023	10,711
2024	11,766
2025	10,879
2026	11,205
Thereafter	148,290
Total minimum lease payments	$ 195,864

Preferred and Common Stock (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Aug. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common stock issued and sold		48,072,517	47,793,469
Gross proceeds from IPO			$ 131,238
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	$ 141,100
Net proceeds	$ 128,100
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	4,069,183
2017 and 2021 Plans
Class of Stock [Line Items]
Common stock subject to outstanding stock options issued		8,438,573
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

Commitments and Contingencies - Summary of Estimated Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 1,563
2024	1,205
Total minimum lease payments	2,768
Less: Imputed interest	(124)
Present value of operating lease liabilities	$ 2,644

Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Total property and equipment	$ 9,609	$ 7,456
Less accumulated depreciation	(5,414)	(3,851)
Property and equipment, net	4,195	3,605
Lab Equipment
Property Plant And Equipment [Line Items]
Total property and equipment	6,121	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	1,093	1,073
Construction in Process
Property Plant And Equipment [Line Items]
Total property and equipment	827	54
Computer Equipment
Property Plant And Equipment [Line Items]
Total property and equipment	$ 190	$ 129

Equity Incentive Plan (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Stock-based Compensation Expense

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


	Year Ended December 31,
	2022		2021
Research and development	$	4,026	$	1,205
General and administrative		3,727		1,979
Total stock-based compensation expense	$	7,753	$	3,184

Summary of Assumptions Used in Black-Scholes Option-pricing Model for Stock Options

The assumptions used in the Black-Scholes option-pricing model for stock options granted were as follows:


	Year ended December 31,
	2022			2021
Expected volatility%	76.09% - 77.62%			76.73% - 80.18%
Weighted-average risk-free interest rate%		2.69	%		1.12	%
Expected dividend yield%		0.00	%		0.00	%
Weighted-average expected term (in years)	6.11				6.09

Summary of Option Activity

A summary of option activity under the Company’s equity incentive plans during the year ended December 31, 2022 was as follows:


				Weighted average		Weighted average remaining		Aggregate intrinsic
	Number of options			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		3,992,386			7.45
Exercised		(279,048	)		2.54
Forfeited		(658,352	)		6.79
Expired		(92,897	)		8.41
Outstanding as of December 31, 2022		8,438,573			6.00		8.40		12,976
Vested and expected to vest as of December 31, 2022		8,438,573			6.00		8.40		12,976
Exercisable as of December 31, 2022		2,742,075		$	3.53		7.26	$	8,480

(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 December 31, 2022.

Term Loan

12 Months Ended

Dec. 31, 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 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, 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 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 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 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 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 December 31, 2022, $3.3 million of the net carrying amount of the term loan was classified as short-term and $16.6 million 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):


	Year Ended December 31,
	2022			2021
Principal	$	20,000		$	20,000
Unamortized debt discount		(64	)		(131	)
Net carrying amount	$	19,936		$	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 8.18% for the period from the date of issuance through December 31, 2022. The following table sets forth total interest expense recognized related to the term loan (in thousands):


	Year Ended December 31,
	2022		2021
Contractual interest expense	$	1,229	$	740
Amortization of debt issuance costs and debt discount		67		258
Total interest expense	$	1,296	$	998

At December 31, 2022 and December 31, 2021, accrued interest on the term loan was $121 thousand and $31 thousand, respectively.

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


2023		3,333
2024		10,000
2025		6,667
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

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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Collaboration Agreement (Additional Information) (Details) - Collaboration Agreement - USD ($)	1 Months Ended	12 Months Ended
	Nov. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
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	$ 3,100,000
Transaction price		$ 5,400,000
Increase in transaction price		1,900,000
Remaining transaction price		3,100,000
Research and collaboration revenue		2,100,000	$ 100,000
Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Current deferred revenue		$ 100,000

Income Taxes (Additional Information) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Contingency [Line Items]
Income tax expense	$ 0	$ 0
Increase in valuation allowance	32,800,000
Federal net operating loss carryforwards	147,800,000	125,800,000
State net operating loss carryforwards	$ 143,900,000	$ 123,000,000.0
Federal and state net operating loss carryforwards will begin to expire	Jan. 01, 2036	Jan. 01, 2036
Federal net operating loss carryforwards with no expiration date	$ 142,300,000	$ 120,300,000
Uncertain tax position	0	0
Federal
Income Tax Contingency [Line Items]
Tax credit	7,800,000	3,400,000
Massachusetts
Income Tax Contingency [Line Items]
Tax credit	$ 4,000,000.0	$ 2,800,000

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 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):


	December 31,		December 31,
	2022		2021
Prepaid clinical expenses	$	5,232	$	—
Prepaid research and development		2,072		534
Prepaid rent		1,857		825
Other receivables		1,180		264
Prepaid insurance		1,020		1,500
Prepaid other		776		436
Prepaid software		157		143
Prepaid expenses and other current assets	$	12,294	$	3,702

Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Each Asset Category (Details)	12 Months Ended
	Dec. 31, 2022
Computer Equipment and Software
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Laboratory Equipment and Office Furniture
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Estimated useful life	Shorter of useful life or remaining lease term

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	12 Months Ended
	Dec. 31, 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

Nature of the Business and Basis of Presentation

12 Months Ended

Dec. 31, 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 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 its 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 $124.7 million at December 31, 2022, together with the net proceeds from the registered direct offering completed on February 27, 2023, will enable it to fund its operating expenses and capital expenditure requirements into the second half of 2024. 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.

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 year ended December 31, 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 consolidated 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.

Income Taxes - Summary of Components of Deferred Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$ 40,157	$ 34,194
Research and development credit carryforwards	11,013	5,638
Accrued expenses	1,098	879
Stock-based compensation	1,726	528
Intangible assets	136	152
IRC 174 R&D capitalization	20,024
Lease liabilities	722
Unrealized gain/loss	325
Total deferred tax assets	75,201	41,391
Less: valuation allowance	(74,005)	(41,203)
Deferred tax assets, net	1,196	188
Deferred tax liabilities:
Depreciation	(194)	(182)
Operating lease right-of-use assets	(1,002)
Unrealized gain/loss		(6)
Total deferred tax liabilities	$ (1,196)	$ (188)

Marketable Securities (Tables)

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Summary of Marketable Securities

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


	December 31, 2022
	Amortized cost		Gross unrealized losses			Fair value
Corporate debt securities	$	54,542	$	(479	)	$	54,063

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

Term Loan - Summary of Interest Expense Recognized Related to Term loan (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Contractual interest expense	$ 1,229	$ 740
Amortization of debt issuance costs and debt discount	67	258
Total interest expense	$ 1,296	$ 998

Term Loan (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Summary of Outstanding Term Loan Balance


	Year Ended December 31,
	2022			2021
Principal	$	20,000		$	20,000
Unamortized debt discount		(64	)		(131	)
Net carrying amount	$	19,936		$	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):


	Year Ended December 31,
	2022		2021
Contractual interest expense	$	1,229	$	740
Amortization of debt issuance costs and debt discount		67		258
Total interest expense	$	1,296	$	998

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):


2023		3,333
2024		10,000
2025		6,667
Total	$	20,000

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	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss attributable to common stockholders	$ (102,701)	$ (68,280)
Denominator:
Weighted-average common stock used in net loss per share attributable to common stockholders, basic	47,880,819	22,404,058
Weighted-average common stock used in net loss per share attributable to common stockholders, diluted	47,880,819	22,404,058
Net loss per common stock attributable to common stockholders, basic	$ (2.14)	$ (3.05)
Net loss per common stock attributable to common stockholders, diluted	$ (2.14)	$ (3.05)

- 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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+ Details

Preferred and Common Stock

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Preferred and Common Stock

12. 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 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 December 31, 2022, the Company has reserved an aggregate of 8,438,573 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 4,069,183 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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 70,615	$ 186,482
Marketable securities	54,063	38,845
Accounts receivable, due from related party	618	257
Prepaid expenses and other current assets	12,294	3,702
Total current assets	137,590	229,286
Property and equipment, net	4,195	3,605
Operating lease right-of-use assets, net	3,668
Restricted cash	341	341
Other assets	204	101
Total assets	145,998	233,333
Current liabilities:
Accounts payable	3,107	2,109
Accrued expenses	13,841	9,475
Other current liabilities	159	399
Lease liabilities, current	1,524
Long-term debt, current portion	3,333
Total current liabilities	21,964	11,983
Lease liabilities, non-current	1,120
Long-term debt, net	16,603	19,869
Other liabilities	340	853
Total liabilities	40,027	32,705
Commitments and contingencies (Note 9)
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized as of December 31, 2022 and December 31, 2021; no shares issued and outstanding as of December 31, 2022 and December 31, 2021	0	0
Common stock, $0.001 par value; 200,000,000 shares authorized as of December 31, 2022 and December 31, 2021; 47,072,517 and 47,793,469 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	48	48
Additional paid-in capital	343,608	335,147
Accumulated other comprehensive loss	(479)	(62)
Accumulated deficit	(237,206)	(134,505)
Total stockholders' equity	105,971	200,628
Total liabilities and stockholders' equity	$ 145,998	$ 233,333

Equity Incentive Plan - Summary of Assumptions Used in Black-Scholes Option-pricing Model for Stock Options (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement, Disclosure [Abstract]
Expected volatility%, minimum	76.09%	76.73%
Expected volatility%, maximum	77.62%	80.18%
Weighted-average risk-free interest rate%	2.69%	1.12%
Expected dividend yield%	0.00%	0.00%
Weighted-average expected term (in years)	6 years 1 month 9 days	6 years 1 month 2 days

Subsequent Events - Additional Information (Details) - Subsequent Event	Feb. 27, 2023 USD ($) $ / shares shares
Flagship
Subsequent Event [Line Items]
Common stock shares acquired	3,323,310
Direct Offering
Subsequent Event [Line Items]
Common stock issued and sold	6,920,415
Common stock purchase price \| $ / shares	$ 5.78
Net proceeds from direct offering \| $	$ 39,700

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Accrued Liabilities, Current [Abstract]

Summary of Accrued Expenses

Accrued expenses consist of the following (in thousands):


	December 31,		December 31,
	2022		2021
Employee related expenses	$	4,368	$	2,545
Manufacturing costs		4,303		—
Research costs		3,876		5,640
Professional and consulting fees		743		759
Other		429		500
Interest		122		31
Total	$	13,841	$	9,475

Equity Incentive Plan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2022	Dec. 31, 2021	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		4,069,183
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		1,152,352
Common stock subject to outstanding stock options issued		4,369,390
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		$ 5.08	$ 5.71
Intrinsic value of stock options exercised		$ 1.0	$ 1.8
Unrecognized compensation cost related to unvested stock options		$ 24.2
Unrecognized compensation cost, weighted-average period of recognition		2 years 7 months 6 days

Term Loan - Summary of Outstanding Term Loan Balance (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Principal	$ 20,000	$ 20,000
Unamortized debt discount	(64)	(131)
Net carrying amount	$ 19,936	$ 19,869

- Definition

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

+ References + Details

Equity Incentive Plan

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plan

13. 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 December 31, 2022, there were no shares available for future grants under the 2017 Plan and a total of 4,069,183 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, 2031, 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 December 31, 2022, there were 1,152,352 shares available for future grants under the 2021 Plan, and a total of 4,369,390 shares of the Company’s common stock were subject to outstanding stock options issued under the 2021 Plan.


	Year Ended December 31,
	2022		2021
Research and development	$	4,026	$	1,205
General and administrative		3,727		1,979
Total stock-based compensation expense	$	7,753	$	3,184

Stock Options

The assumptions used in the Black-Scholes option-pricing model for stock options granted were as follows:


	Year ended December 31,
	2022			2021
Expected volatility%	76.09% - 77.62%			76.73% - 80.18%
Weighted-average risk-free interest rate%		2.69	%		1.12	%
Expected dividend yield%		0.00	%		0.00	%
Weighted-average expected term (in years)	6.11				6.09

A summary of option activity under the Company’s equity incentive plans during the year ended December 31, 2022 was as follows:


				Weighted average		Weighted average remaining		Aggregate intrinsic
	Number of options			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		3,992,386			7.45
Exercised		(279,048	)		2.54
Forfeited		(658,352	)		6.79
Expired		(92,897	)		8.41
Outstanding as of December 31, 2022		8,438,573			6.00		8.40		12,976
Vested and expected to vest as of December 31, 2022		8,438,573			6.00		8.40		12,976
Exercisable as of December 31, 2022		2,742,075		$	3.53		7.26	$	8,480

The weighted-average grant date fair value per share of stock options granted during the years ended December 31, 2022 and 2021 was $5.08 and $5.71, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021 was $1.0 million and $1.8 million, respectively.

As of December 31, 2022, there was $24.2 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately 2.6 years.

Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid clinical expenses	$ 5,232
Prepaid research and development	2,072	$ 534
Prepaid rent	1,857	825
Other receivables	1,180	264
Prepaid insurance	1,020	1,500
Prepaid other	776	436
Prepaid software	157	143
Prepaid expenses and other current assets	$ 12,294	$ 3,702

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Estimated Useful Life of Each Asset Category


Asset category	Estimated useful life
Computer equipment and software	3 years
Laboratory equipment and office furniture	5 years
Leasehold improvements	Shorter of useful life or remaining lease term

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Collaboration revenue from related party	$ 2,073	$ 144
Operating expenses:
Research and development	79,996	47,865
General and administrative	21,821	16,603
Related party expense, net	3,022	1,708
Total operating expenses	104,839	66,176
Loss from operations	(102,766)	(66,032)
Other Income (expense), net:
Interest income (expense), net	222	(910)
Change in fair value of warrant liability		(1,310)
Other expense, net	(157)	(28)
Total other income (expense), net	65	(2,248)
Net loss	$ (102,701)	$ (68,280)
Net loss per common stock attributable to common stockholders, basic	$ (2.14)	$ (3.05)
Net loss per common stock attributable to common stockholders, diluted	$ (2.14)	$ (3.05)
Weighted-average common stock used in net loss per share attributable to common stockholders, basic	47,880,819	22,404,058
Weighted-average common stock used in net loss per share attributable to common stockholders, diluted	47,880,819	22,404,058
Comprehensive loss:
Net loss	$ (102,701)	$ (68,280)
Other comprehensive loss:
Unrealized loss on marketable securities	(417)	(62)
Comprehensive loss	$ (103,118)	$ (68,342)

Equity Incentive Plan - Summary of Option Activity (Details) - 2017 Equity Incentive Plan and 2021 Incentive Award Plan - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of options Outstanding, Beginning balance		5,476,484
Number of options, Granted		3,992,386
Number of options, Exercised		(279,048)
Number of options, Forfeited		(658,352)
Number of options, Expired		(92,897)
Number of options Outstanding, Ending balance	8,438,573	8,438,573	5,476,484
Number of options, Vested and expected to vest	8,438,573	8,438,573
Number of options, Exercisable	2,742,075	2,742,075
Weighted average exercise price Outstanding, Beginning balance		$ 4.90
Weighted average exercise price, Granted		7.45
Weighted average exercise price, Exercised		2.54
Weighted average exercise price, Forfeited		6.79
Weighted average exercise price, Expired		8.41
Weighted average exercise price Outstanding, Ending balance	$ 6.00	6.00	$ 4.90
Weighted average exercise price, Vested and expected to vest	6.00	6.00
Weighted average exercise price, Exercisable	$ 3.53	$ 3.53
Weighted average remaining contractual life (years), Outstanding		8 years 4 months 24 days	8 years 7 months 20 days
Weighted average remaining contractual life (years), Vested and expected to vest	8 years 4 months 24 days
Weighted average remaining contractual life (years), Exercisable		7 years 3 months 3 days
Aggregate intrinsic value, Outstanding	$ 12,976	$ 12,976	$ 39,325
Aggregate intrinsic value, Vested and expected to vest	12,976	12,976
Aggregate intrinsic value, Exercisable	$ 8,480	$ 8,480

Term Loan - Schedule of Principal Amount in Connection With Term Loan (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2023	$ 3,333
2024	10,000
2025	6,667
Total	$ 20,000	$ 20,000

Marketable Securities - Summary of Marketable Securities (Details) - Corporate Debt Securities - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Debt Securities, Available-for-Sale [Line Items]
Marketable Securities, Amortized cost	$ 54,542	$ 38,907
Marketable Securities, Gross unrealized losses	(479)	(62)
Marketable Securities, Fair value	$ 54,063	$ 38,845

Fair Value of Financial Instruments - Summary of Significant Quantitative Inputs Used to Determine Valuation of Success Fee Obligation (Details)	Dec. 31, 2022 yr	Dec. 31, 2021 yr
Discount Rate
Fair Value Liabilities Measured On Recurring Basis [Line Items]
Success fee, measurement input	0.080	0.055
Expected Timing of Achieving Liquidity Events (years) \| Minimum
Fair Value Liabilities Measured On Recurring Basis [Line Items]
Success fee, measurement input	0.3	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