0000950170-23-037925 | 10-Q | XBRL Viewer

Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2023

Summary of Fair Value of Financial Instruments

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


	June 30, 2023
	Level 1		Level 2		Level 3		Total
Financial Assets
Money market funds	$	42,176	$	—	$	—	$	42,176
Corporate debt securities		—		7,444		—		7,444
Total	$	42,176	$	7,444	$	—	$	49,620

Financial Liabilities
Success fee obligation	$	—	$	—	$	200	$	200


	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

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 obligation as of June 30, 2023 and December 31, 2022:


	June 30, 2023			December 31, 2022
Discount rate		0.0	%		8.0	%
Expected timing of achieving liquidity events (years)		0		0.3 - 1.3
Probability of achieving liquidity events	100%			75% -25%

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, 2023	$	118
Change in fair value		82
Fair value at June 30, 2023	$	200

- 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

Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2023

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 June 30, 2023 and December 31, 2022, 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 success fee obligation associated with the Loan Agreement, as amended, contains unobservable inputs that reflect the Company’s own assumptions in which there is little, if any, market activity at the measurement date, thus the success fee obligation is measured at its fair value on a recurring basis using unobservable inputs.

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


	June 30, 2023
	Level 1		Level 2		Level 3		Total
Financial Assets
Money market funds	$	42,176	$	—	$	—	$	42,176
Corporate debt securities		—		7,444		—		7,444
Total	$	42,176	$	7,444	$	—	$	49,620

Financial Liabilities
Success fee obligation	$	—	$	—	$	200	$	200


	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

In accordance with the Fourth Amendment of the Loan Agreement with PWB, the Company will be required to pay a success fee upon the achievement of a certain liquidity event; accordingly, the related obligation is recorded as current liabilities on the condensed consolidated balance sheets as it is deemed more probable than not by the Company to be

settled in less than one year. The fair value of the success fee obligation was determined using the probability-weighted expected return method. The key estimates and assumptions impacting the fair value included the probability of achieving a specified liquidity event, the expected timing of achieving a liquidity event and the discount rate. The fair value of the success fee obligation is remeasured at each reporting period, with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss, until such liability was settled.

As of June 30, 2023, the Company determined it was 100% probable of achieving the specified liquidity event and therefore accrued the full amount of the success fee obligation. The following reflects the significant quantitative inputs used to determine the valuation of the success fee obligation as of June 30, 2023 and December 31, 2022:


	June 30, 2023			December 31, 2022
Discount rate		0.0	%		8.0	%
Expected timing of achieving liquidity events (years)		0		0.3 - 1.3
Probability of achieving liquidity events	100%			75% -25%

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, 2023	$	118
Change in fair value		82
Fair value at June 30, 2023	$	200

- 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

Nature of the Business and Basis of Presentation	6 Months Ended
Jun. 30, 2023
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 the development of a new class of programmable epigenomic mRNA 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. In February 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. The Company expects that its cash, cash equivalents and marketable securities of $113.0 million at June 30, 2023 will enable it to fund its operating expenses and capital expenditure requirements into the third quarter of 2024. The Company has had recurring losses since inception and incurred a loss of $55.0 million during the six months ended June 30, 2023. Net cash used in operations for the six months ended June 30, 2023 was $51.4 million. The Company expects to continue to generate operating losses and use cash in operations for the foreseeable future. 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. Volatility in capital markets and general economic conditions in the United States may be a significant obstacle to raising the required funds and, as a result, the Company may be unable to secure the necessary funding on acceptable terms. This raises substantial doubt about the Company's ability to continue as a going concern. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. Accordingly, the unaudited condensed financial statements have been prepared on a basis that assumes the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Significant Risks and Uncertainties Related to Macroeconomic Conditions The global economy, including credit and financial markets, has recently experienced extreme volatility and disruptions, including, for example, severely diminished liquidity and credit availability, rising interest and inflation rates, crises involving banking and financial institutions, declines in consumer confidence, declines in economic growth, and uncertainty about economic stability. In addition, unstable market and economic conditions and further disruption created by COVID-19 or other pandemics may have serious adverse consequences on our business, financial condition and results of operations. Basis of Presentation The accompanying condensed consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”), of the Financial Accounting Standards Board (“FASB”). All amounts herein are expressed in U.S. dollars (“USD”) unless otherwise noted.

Nature of the Business and Basis of Presentation

6 Months Ended

Jun. 30, 2023

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 the development of a new class of programmable epigenomic mRNA 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. In February 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.

The Company expects that its cash, cash equivalents and marketable securities of $113.0 million at June 30, 2023 will enable it to fund its operating expenses and capital expenditure requirements into the third quarter of 2024. The Company has had recurring losses since inception and incurred a loss of $55.0 million during the six months ended June 30, 2023. Net cash used in operations for the six months ended June 30, 2023 was $51.4 million. The Company expects to continue to generate operating losses and use cash in operations for the foreseeable future. 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. Volatility in capital markets and general economic conditions in the United States may be a significant obstacle to raising the required funds and, as a result, the Company may be unable to secure the necessary funding on acceptable terms. This raises substantial doubt about the Company's ability to continue as a going concern.

The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. Accordingly, the unaudited condensed financial statements have been prepared on a basis that assumes the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Significant Risks and Uncertainties Related to Macroeconomic Conditions

The global economy, including credit and financial markets, has recently experienced extreme volatility and disruptions, including, for example, severely diminished liquidity and credit availability, rising interest and inflation rates, crises involving banking and financial institutions, declines in consumer confidence, declines in economic growth, and uncertainty about economic stability. In addition, unstable market and economic conditions and further disruption created by COVID-19 or other pandemics may have serious adverse consequences on our business, financial condition and results of operations.

Basis of Presentation

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

License Agreements - Additional Information (Details)		1 Months Ended			3 Months Ended		6 Months Ended
License Agreements - Additional Information (Details)	Oct. 12, 2022 USD ($)	Mar. 31, 2021 USD ($)	Oct. 31, 2020 USD ($)	May 31, 2019 USD ($) Product	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
License Agreements [Line Items]
License maintenances fees							$ 200,000
Outstanding payment due to WIBR					$ 0		0		$ 0
Research and development					$ 25,012,000	$ 19,387,000	44,979,000	$ 33,659,000
Maximum
License Agreements [Line Items]
License maintenances fees								100,000
Nitto
License Agreements [Line Items]
Milestone payments							0
Research and development	$ 1,000,000.0						$ 1,400,000
Upfront 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
WIBR Exclusive License Agreement
License Agreements [Line Items]
Number of licensed products \| Product				3
Percentage of non-royalty payments description							This percentage ranges from zero to low double-digits and will be based upon the stage of development of the licensed product at the time such sublicense is executed.
WIBR Exclusive License Agreement \| Maximum
License Agreements [Line Items]
Nonrefundable upfront fee paid.				$ 100,000
Annual license maintenance fees				100,000
Milestone payments				$ 1,700,000
WIBR Co-Exclusive License Agreement
License Agreements [Line Items]
Number of licensed products \| Product				3
WIBR Co-Exclusive License Agreement \| Maximum
License Agreements [Line Items]
Nonrefundable upfront fee paid.				$ 100,000
Annual license maintenance fees				100,000
Milestone payments				1,900,000
Annual fees for each sublicense agreement				$ 100,000
Development and Option Agreement
License Agreements [Line Items]
Reimbursements for development and material costs incurred by Acuitas			$ 400,000
Development and Option Agreement \| First Non-exclusive License
License Agreements [Line Items]
Annual technology access fee			1,500,000
Development and Option Agreement \| Second Non-exclusive License
License Agreements [Line Items]
Annual technology access fee			$ 1,750,000
Acuitas License Agreement
License Agreements [Line Items]
Milestone payments							$ 0	0
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							$ 200,000	$ 300,000

Term Loan - Additional Information (Details) - USD ($)					1 Months Ended	6 Months Ended	12 Months Ended
Term Loan - Additional Information (Details) - USD ($)	Dec. 20, 2021	Aug. 03, 2021	Dec. 30, 2020	Mar. 09, 2018	Sep. 30, 2019	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2021
Debt [Line Items]
Aggregate principal amount						$ 20,000,000	$ 20,000,000
Unamortized debt discount						44,000	64,000
Net carrying amount of term loan classified as short-term						8,300,000
Net carrying amount of term loan classified as long-term						11,623,000	16,603,000
Accrued interest on term loan						$ 102,000	$ 121,000
Maximum
Debt [Line Items]
Effective interest rate on the liability component						8.93%
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

Equity Incentive Plan - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 2,178	$ 2,054	$ 4,400	$ 3,657
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	1,112	978	2,265	1,802
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 1,066	$ 1,076	$ 2,135	$ 1,855

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Summary of Components of Lease Expense

The following table summarizes the components of lease expense for the six months ended June 30, 2023 and 2022 (in thousands).


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Operating lease expense	$	2,997	$	969	$	3,966	$	1,882
Variable lease expense		684		490		899		901
Total lease expense	$	3,681	$	1,459	$	4,865	$	2,783

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

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


	As of			As of
	June 30, 2023			December 31, 2022
Weighted average remaining lease term (years)		15.0			1.8
Weighted average discount rate		8.9	%		5.5	%

Summary of Supplemental Cash Flow Information Relating to Leases

Supplemental cash flow information relating to the Company's leases for the six months ended June 30, 2023 and June 30, 2022 were as follows (in thousands):


	Six Months Ended		Six Months Ended
	June 30, 2023		June 30, 2022
Cash paid for amounts included in the measurement of lease liabilities	$	776	$	1,712
Operating lease assets obtained in exchange for lease liabilities	$	96,979	$	4,393

Summary of Estimated Minimum Lease Payments

As of June 30, 2023, the estimated minimum lease payments for 140 First Street, 325 Vassar and 20 Acorn Park for each of the years ending December 31 were as follows (in thousands):


2023 (remaining 6 months)	$	5,781
2024		11,375
Thereafter		165,718
Total minimum lease payments		182,874
Less: Imputed interest		(84,207	)
Present value of operating lease liabilities	$	98,667

Marketable Securities - Additional Information (Details)	6 Months Ended
	Jun. 30, 2023 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

License Agreements

6 Months Ended

Jun. 30, 2023

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 the six months ended June 30, 2023 and 2022, the Company recognized expenses of $0.2 million, and less than $0.1 million, respectively for the license maintenance fees and milestone payments. There was no outstanding payment due to WIBR as of June 30, 2023 and December 31, 2022.

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.

For the six months ended June 30, 2023 and 2022, the Company recorded an aggregate of $0.2 million and $0.3 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. There were no milestones triggered, and no milestone expense was recorded related to Acuitas for the six months ended June 30, 2023 and June 30, 2022. 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. There were no milestones triggered, and no expense was recorded related to Nitto for the six months ended June 30, 2023. 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.

During the six months ended June 30, 2023, the Company recorded an aggregate of $1.4 million of research and development expenses consisting of material costs, costs of services performed by Nitto, and reimbursable costs.

Preferred and Common Stock (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	6 Months Ended
	Feb. 28, 2023	Aug. 31, 2021	Jun. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Common stock issued and sold			55,136,908	48,072,517
Shares of common stock authorized			200,000,000	200,000,000
Common stock, par value			$ 0.001	$ 0.001
Shares of preferred stock authorized			10,000,000	10,000,000
Preferred stock, par value			$ 0.001	$ 0.001
IPO
Class of Stock [Line Items]
Common stock issued and sold		8,300,976
Offering price per share		$ 17.00
Gross proceeds from IPO		$ 141.1
Net proceeds		$ 128.1
Underwriters’ Option to Purchase Additional Shares
Class of Stock [Line Items]
Common stock issued and sold		900,976
Registered Direct Offering
Class of Stock [Line Items]
Offering price per share	$ 5.78
Common stock issued and sold	6,920,415
Net proceeds from direct offering	$ 39.7
Estimated offering expenses	$ 0.3
2017 Plan
Class of Stock [Line Items]
Common stock subject to outstanding stock options issued		3,949,264
2017 and 2021 Plans
Class of Stock [Line Items]
Common stock subject to outstanding stock options issued			6,306,182
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

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions

16. Related Party Transactions

The majority ownership of the Company is held by Flagship, in which it holds shares representing approximately 53% of the Company’s outstanding voting stock as of June 30, 2023. Flagship historically provided management services to the Company, and the Company reimburses Flagship for certain expenses, including insurance and benefits, and related fees, and software licenses incurred on the Company’s behalf. For the three months ended June 30, 2023 and 2022, the Company incurred $0.2 million and $0.4 million, respectively, primarily for reimbursable expenses. For the six months ended June 30, 2023 and 2022, the Company incurred $0.4 million and $0.8 million, respectively, primarily for reimbursable expenses. These expenses are recorded as related party expense in the accompanying condensed consolidated statements of operations and comprehensive loss. As of June 30, 2023 and December 31, 2022, 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 $1.2 million and $0.6 million during the six months ended June 30, 2023 and 2022, respectively. Such rental income was reflected as a reduction of related party expense in the accompanying condensed consolidated statements of operations and comprehensive loss. There was no outstanding receivable due from LARONDE as of June 30, 2023 and December 31, 2022.

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 the six months ended June 30, 2022, which was recorded as a reduction of rental expenses. Such rental income was reflected as a reduction of related party expense in the accompanying condensed consolidated statements of operations and comprehensive loss. There was no outstanding receivable due from Cygnal as of June 30, 2023 and December 31, 2022.

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

Property and Equipment, Net

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

5. Property and Equipment, Net

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


	June 30,			December 31,
	2023			2022
Lab equipment	$	6,190		$	6,121
Furniture and fixtures		1,636			1,093
Leasehold improvements		1,464			1,378
Computer equipment		1,101			190
Construction in process		771			827
Total property and equipment		11,162			9,609
Less accumulated depreciation		(5,632	)		(5,414	)
Property and equipment, net	$	5,530		$	4,195

Depreciation expense for the three months ended June 30, 2023 and 2022 was $0.3 million and $0.4 million, respectively. Depreciation expense for the six months ended June 30, 2023 and 2022 was $0.7 million and $0.8 million, respectively.

Fair Value of Financial Instruments - Summary of Fair Values of Success Fee Obligation (Details) - Success Fee Obligation from the Fourth Amendment - Level 3 $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 118
Change in fair value	82
Ending balance	$ 200

Related Party Transactions - Additional Information (Details)	1 Months Ended	3 Months Ended		6 Months Ended
	Sep. 30, 2020 USD ($) ft²	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2019 ft²
LARONDE, Inc.
Related Party Transaction [Line Items]
Area of real estate property \| ft²	19,404
Sublease income	$ 1,300,000
Outstanding receivable		$ 0		$ 0		$ 0
Cygnal
Related Party Transaction [Line Items]
Area of real estate property \| ft²							1,445
Sublease income				100,000
Outstanding receivable		0		$ 0		$ 0
Sublease term				2 years
Related Party Expense \| LARONDE, Inc.
Related Party Transaction [Line Items]
Sublease rental income received				$ 1,200,000	$ 600,000
Related Party Expense \| Cygnal \| Maximum
Related Party Transaction [Line Items]
Sublease rental income received					100,000
Flagship \| Related Party Expense \| Reimbursable Expenses
Related Party Transaction [Line Items]
Related party expenses for management service		$ 200,000	$ 400,000	$ 400,000	$ 800,000
Omega Therapeutics, Inc. \| Flagship
Related Party Transaction [Line Items]
Ownership percentage		53.00%		53.00%

Fair Value of Financial Instruments - Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Financial Assets
Total financial assets	$ 49,620	$ 79,839
Success Fee Obligation
Financial Liabilities
Total financial liabilities	200	118
Money Market Funds
Financial Assets
Total financial assets	42,176	25,776
Corporate Debt Securities
Financial Assets
Total financial assets	7,444	54,063
Level 1
Financial Assets
Total financial assets	42,176	25,776
Level 1 \| Money Market Funds
Financial Assets
Total financial assets	42,176	25,776
Level 2
Financial Assets
Total financial assets	7,444	54,063
Level 2 \| Corporate Debt Securities
Financial Assets
Total financial assets	7,444	54,063
Level 3 \| Success Fee Obligation
Financial Liabilities
Total financial liabilities	$ 200	$ 118

Prepaid Expenses and Other Current Assets

6 Months Ended

Jun. 30, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets

4. Prepaid Expenses and Other Current Assets

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


	June 30,		December 31,
	2023		2022
Clinical development	$	4,468	$	5,232
Rent		2,123		1,857
Other receivables		1,661		1,180
Research and development		1,608		2,072
Other		441		776
Insurance		287		1,020
Software		158		157
Prepaid expenses and other current assets	$	10,746	$	12,294

Commitments and Contingencies - Summary of Weighted Average Remaining Lease Term And Discount Rate Related to Leases (Details)	Jun. 30, 2023	Dec. 31, 2022
Leases [Line Items]
Weighted average remaining lease term (years)	15 years	1 year 9 months 18 days
Weighted average discount rate	8.90%	5.50%

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2023

Accrued Liabilities, Current [Abstract]

Summary of Accrued Expenses

Accrued expenses consist of the following (in thousands):


	June 30,		December 31,
	2023		2022
Employee related expenses	$	2,638	$	4,368
Research costs		1,550		3,876
Professional and consulting fees		1,338		743
Manufacturing costs		1,203		4,303
Facilities costs		356		—
Interest		102		122
Other		12		429
Total	$	7,199	$	13,841

Equity Incentive Plan - Summary of Option Activity (Details) - 2017 Equity Incentive Plan and 2021 Incentive Award Plan $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of options Outstanding, Beginning balance \| shares	8,438,573
Number of options, Granted \| shares	1,222,576
Number of options, Exercised \| shares	(143,976)
Number of options, Forfeited \| shares	(463,621)
Number of options, Expired \| shares	(40,621)
Number of options Outstanding, Ending balance \| shares	9,012,931	8,438,573
Number of options, Vested and expected to vest \| shares	9,012,931
Number of options, Exercisable \| shares	4,005,167
Weighted average exercise price Outstanding, Beginning balance \| $ / shares	$ 6.00
Weighted average exercise price, Granted \| $ / shares	6.66
Weighted average exercise price, Exercised \| $ / shares	3.33
Weighted average exercise price, Forfeited \| $ / shares	9.19
Weighted average exercise price, Expired \| $ / shares	14.98
Weighted average exercise price Outstanding, Ending balance \| $ / shares	5.93	$ 6.00
Weighted average exercise price, Vested and expected to vest \| $ / shares	5.93
Weighted average exercise price, Exercisable \| $ / shares	$ 4.52
Weighted average remaining contractual life (years), Outstanding	8 years 1 month 2 days	8 years 4 months 24 days
Weighted average remaining contractual life (years), Vested and expected to vest	8 years 1 month 2 days
Weighted average remaining contractual life (years), Exercisable	7 years 1 month 28 days
Aggregate intrinsic value, Outstanding \| $	$ 12,089	$ 12,976
Aggregate intrinsic value, Vested and expected to vest \| $	12,089
Aggregate intrinsic value, Exercisable \| $	$ 9,930

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principles of Consolidation

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

Unaudited Interim Financial Information

The accompanying condensed consolidated unaudited financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The unaudited financial statements have been prepared on the same basis as audited financial statements, except certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been consolidated or omitted from this report, as is permitted by such rules and regulations. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair representation of the results for the reported periods. These condensed consolidated unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 1, 2023 (the “2022 10-K”).

The results for the six months ended June 30, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period.

Use of Estimates

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

Significant estimates and assumptions reflected in these condensed consolidated unaudited financial statements include, but are not limited to, the selection of useful lives of property and equipment, the fair values of certain financial instruments issued prior to the IPO (common stock, redeemable convertible preferred stock, and warrants), the fair value of the success fee obligation, the incremental borrowing rate used in the calculation of lease liabilities, research and development accruals, 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.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, “Summary of significant accounting policies,” to the Company’s audited financial statements included in the 2022 10-K. There was no significant change of accounting policy during the six months ended June 30, 2023.

Recently Issued Accounting Pronouncements

On January 1, 2023, the Company adopted Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The guidance is effective for fiscal years beginning after December 15, 2022. The adoption of the standard was immaterial to the accompanying condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating activities
Net loss	$ (54,966)	$ (46,076)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	705	786
Amortization of debt issuance costs and debt discount	20	23
Amortization of operating lease right-of-use assets	2,421	1,768
Accretion of discounts on marketable securities	(206)	633
Change in fair value of success fee obligation	82	13
Gain on disposal of fixed assets	(232)
Stock-based compensation expense	4,400	3,657
Changes in operating assets and liabilities:
Accounts receivable due from related party	(583)	(325)
Prepaid expenses and other current assets	791	(5,126)
Other assets	(350)	(2,944)
Accounts payable	3,211	541
Accrued expenses and other current liabilities	(5,809)	(1,716)
Other liabilities	(867)	(677)
Net cash used in operating activities	(51,383)	(49,443)
Investing activities
Purchases of property and equipment	(1,034)	(760)
Purchases of marketable securities	(19,768)	(57,415)
Proceeds from maturities of marketable securities	66,901	11,875
Net cash provided by (used in) investing activities	46,099	(46,300)
Financing activities
Proceeds from equity offering	40,000
Payments of equity offering costs	(273)
Proceeds from issuance of common stock under equity incentive plans	479	118
Net cash provided by financing activities	40,206	118
Net change in cash, cash equivalents and restricted cash	34,922	(95,625)
Cash, cash equivalents and restricted cash—beginning of period	70,956	186,823
Cash, cash equivalents and restricted cash—end of period	105,878	91,198
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	105,537	90,857
Restricted cash	341	341
Cash, cash equivalents and restricted cash—end of period	105,878	91,198
Supplemental disclosures of cash flow information
Cash paid for interest	822	521
Supplemental disclosure of noncash investing and financing activities
Purchases of property and equipment included in accounts payable and accrued expenses	$ 368	$ 380

Commitments and Contingencies - Summary of Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Lessee Disclosure [Abstract]
Operating lease expense	$ 2,997	$ 969	$ 3,966	$ 1,882
Variable lease expense	684	490	899	901
Total lease expense	$ 3,681	$ 1,459	$ 4,865	$ 2,783

Preferred and Common Stock

6 Months Ended

Jun. 30, 2023

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 unaudited financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the reverse stock split.

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

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

In February 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 of $0.3 million.

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

As of June 30, 2023, the Company has reserved an aggregate of 6,306,182 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 3,949,264 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

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Reference 7: 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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-Name Accounting Standards Codification
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-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: 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(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Commitments and Contingencies - Summary of Estimated Minimum Lease Payments (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Leases [Abstract]
2023 (remaining 6 months)	$ 5,781
2024	11,375
Thereafter	165,718
Total minimum lease payments	182,874
Less: Imputed interest	(84,207)
Present value of operating lease liabilities	$ 98,667

Equity Incentive Plan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2023	Jun. 30, 2022	Jul. 31, 2021
2017 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for future grant		0
Common stock subject to outstanding stock options issued		3,949,264
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		2,356,918
Common stock subject to outstanding stock options issued		5,243,409
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		$ 4.60	$ 5.68
Intrinsic value of stock options exercised		$ 0.7
Unrecognized compensation cost related to unvested stock options		$ 22.5
Unrecognized compensation cost, weighted-average period of recognition		2 years 4 months 24 days

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 300	$ 400	$ 705	$ 786

Employee Benefits

6 Months Ended

Jun. 30, 2023

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 six months ended June 30, 2023, the Company made matching contributions totaling $0.4 million. The Company made no contributions to the 401(k) Plan during the six months ended June 30, 2022.

Accrued Expenses

6 Months Ended

Jun. 30, 2023

Accrued Liabilities, Current [Abstract]

Accrued Expenses

6. Accrued Expenses

Accrued expenses consist of the following (in thousands):


	June 30,		December 31,
	2023		2022
Employee related expenses	$	2,638	$	4,368
Research costs		1,550		3,876
Professional and consulting fees		1,338		743
Manufacturing costs		1,203		4,303
Facilities costs		356		—
Interest		102		122
Other		12		429
Total	$	7,199	$	13,841

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Collaboration revenue from related party	$ 759	$ 476	$ 1,274	$ 743
Operating expenses:
Research and development	25,012	19,387	44,979	33,659
General and administrative	6,206	6,202	12,160	11,336
Related party expense, net	381	741	793	1,562
Total operating expenses	31,599	26,330	57,932	46,557
Loss from operations	(30,840)	(25,854)	(56,658)	(45,814)
Other Income (expense), net:
Interest income (expense), net	957	(55)	1,639	(210)
Other income (expense), net	196	(3)	53	(52)
Total other income (expense), net	1,153	(58)	1,692	(262)
Net loss	$ (29,687)	$ (25,912)	$ (54,966)	$ (46,076)
Net loss per common stock attributable to common stockholders, basic	$ (0.54)	$ (0.54)	$ (1.04)	$ (0.96)
Net loss per common stock attributable to common stockholders, diluted	$ (0.54)	$ (0.54)	$ (1.04)	$ (0.96)
Weighted-average common stock used in net loss per share attributable to common stockholders, basic	55,071,469	47,849,639	52,861,655	47,828,594
Weighted-average common stock used in net loss per share attributable to common stockholders, diluted	55,071,469	47,849,639	52,861,655	47,828,594
Comprehensive loss:
Net loss	$ (29,687)	$ (25,912)	$ (54,966)	$ (46,076)
Other comprehensive income (loss):
Unrealized gain (loss) on marketable securities	57	(147)	308	(944)
Comprehensive loss	$ (29,630)	$ (26,059)	$ (54,658)	$ (47,020)

Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Accrued Liabilities, Current [Abstract]
Employee related expenses	$ 2,638	$ 4,368
Research costs	1,550	3,876
Professional and consulting fees	1,338	743
Manufacturing costs	1,203	4,303
Facilities costs	356
Interest	102	122
Other	12	429
Total	$ 7,199	$ 13,841

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

18. Subsequent Events

On July 11, 2023, the Company entered into a Shared Space Arrangement with Apriori Bio, Inc. (“Apriori”), and on July 12, 2023, the Company entered into two Shared Space Arrangements (the three Shared Space Arrangements, collectively, the “Subleases”) with Metaphore Biotechnologies, Inc. (“Metaphore”) and Flagship Labs 89, Inc. (“Labs” and, together with Metaphore and Apriori, the “Subtenants”), pursuant to which the Company agreed to sublease an aggregate of approximately 22,500 rentable square feet of office and laboratory space located at 140 First Street, Cambridge, Massachusetts, 02141 (the “Premises”). The Company leases an aggregate of approximately 89,246 rentable square feet of office and laboratory space located at the Premises pursuant to its lease (the “Lease”) with ARE-MA Region No. 94, LLC (the “Landlord”). Metaphore, Apriori and Labs are affiliates of Flagship Pioneering, a significant stockholder of the Company.

The term of the Sublease with Metaphore and Labs will begin on August 1, 2023 and end on August 31, 2025, and the term of the Sublease with Apriori will begin on September 1, 2023 and end on September 30, 2025. The Subleases provide that the Subtenants will pay to the Company a monthly license fee that is a proportionate share of the actual base rent, operating expenses and other costs for the use and occupancy of the subleased portion of the Premises charged by the Landlord under the Lease and paid by the Company. Such proportionate share will be 12.0%, 8.4% and 8.4% for Metaphore, Apriori and Labs, respectively. The Company may terminate each Sublease and require the applicable Subtenant to immediately vacate the Premises if such Subtenant causes a default under the Lease, is in default of any provision in the applicable Sublease or acts in a manner deemed by the Company, in its sole discretion, as dangerous or threatening. The Subleases contain customary covenants, obligations and indemnities in favor of either party.

Fair Value of Financial Instruments Additional Information (Details)	Jun. 30, 2023
Measurement Input Probability Of Achieving Liquidity Events [Member]
Fair Value Liabilities Measured On Recurring Basis [Line Items]
Success fee, measurement input	1

Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Clinical development	$ 4,468	$ 5,232
Rent	2,123	1,857
Other receivables	1,661	1,180
Research and development	1,608	2,072
Other	441	776
Insurance	287	1,020
Software	158	157
Prepaid expenses and other current assets	$ 10,746	$ 12,294

Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Total property and equipment	$ 11,162	$ 9,609
Less accumulated depreciation	(5,632)	(5,414)
Property and equipment, net	5,530	4,195
Lab Equipment
Property Plant And Equipment [Line Items]
Total property and equipment	6,190	6,121
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Total property and equipment	1,636	1,093
Leasehold Improvements
Property Plant And Equipment [Line Items]
Total property and equipment	1,464	1,378
Computer Equipment
Property Plant And Equipment [Line Items]
Total property and equipment	1,101	190
Construction in Process
Property Plant And Equipment [Line Items]
Total property and equipment	$ 771	$ 827

Term Loan (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Summary of Outstanding Term Loan Balance

As of June 30, 2023, $8.3 million of the net carrying amount of the term loan was classified as short-term and $11.6 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):


	June 30,			December 31,
	2023			2022
Principal	$	20,000		$	20,000
Unamortized debt discount		(44	)		(64	)
Net carrying amount	$	19,956		$	19,936

Summary of Interest Expense Recognized Related to Term loan

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Contractual interest expense	$	447	$	279	$	867	$	554
Amortization of debt issuance costs and debt discount		9		12		20		24

Total interest expense	$	456	$	291	$	887	$	578

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 (remaining 6 months)	$	3,333
2024		10,000
2025		6,667
Total	$	20,000

Net Loss Per Share Attributable to Common Stockholders - Schedule of Anti-Dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
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	9,012,931	8,036,662

Prepaid Expenses and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Summary of Prepaid Expenses and other Current Assets

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


	June 30,		December 31,
	2023		2022
Clinical development	$	4,468	$	5,232
Rent		2,123		1,857
Other receivables		1,661		1,180
Research and development		1,608		2,072
Other		441		776
Insurance		287		1,020
Software		158		157
Prepaid expenses and other current assets	$	10,746	$	12,294

Net Loss Per Share Attributable to Common Stockholders (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

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

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Numerator:
Net loss attributable to common stockholders	$	(29,687	)	$	(25,912	)	$	(54,966	)	$	(46,076	)
Denominator:
Weighted average number of common stock, basic and diluted		55,071,469			47,849,639			52,861,655			47,828,594
Net loss per common stock attributable to common stockholders, basic and diluted	$	(0.54	)	$	(0.54	)	$	(1.04	)	$	(0.96	)

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

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


	As of June 30,
	2023		2022
Outstanding options to purchase common stock		9,012,931		8,036,662

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 105,537	$ 70,615
Marketable securities	7,444	54,063
Accounts receivable, due from related party	1,201	618
Prepaid expenses and other current assets	10,746	12,294
Total current assets	124,928	137,590
Property and equipment, net	5,530	4,195
Operating lease right-of-use assets, net	98,073	3,668
Restricted cash	341	341
Other assets	150	204
Total assets	229,022	145,998
Current liabilities:
Accounts payable	6,325	3,107
Accrued expenses	7,199	13,841
Other current liabilities	616	159
Lease liabilities, current	11,183	1,524
Long-term debt, current portion	8,333	3,333
Total current liabilities	33,656	21,964
Lease liabilities, non-current	87,484	1,120
Long-term debt, net	11,623	16,603
Other liabilities	340	340
Total liabilities	133,103	40,027
Commitments and contingencies (Note 9)
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized as of June 30, 2023 and December 31, 2022; no shares issued and outstanding as of June 30, 2023 and December 31, 2022	0	0
Common stock, $0.001 par value; 200,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 55,136,908 and 48,072,517 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	55	48
Additional paid-in capital	388,207	343,608
Accumulated other comprehensive loss	(171)	(479)
Accumulated deficit	(292,172)	(237,206)
Total stockholders' equity	95,919	105,971
Total liabilities and stockholders' equity	$ 229,022	$ 145,998

Term Loan

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Term Loan

7. Term Loan

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

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

Upon the closing of the IPO, the Company’s outstanding warrants to purchase Series A Preferred Stock automatically became warrants to purchase an aggregate of 92,647 shares of common stock. As a result, the fair value of the warrants was reclassified to additional paid-in capital. Additionally, the remaining unamortized debt discount of $0.1 million related to the warrants was written off during the three months ended September 30, 2021. In August 2021, the

holders of such warrants completed a cashless exercise of the warrants, resulting in the Company’s issuance of 82,193 shares of its common stock, whereby 10,454 shares of common stock were withheld by the Company to pay for the exercise price of the warrants.

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

In accordance with the Third Amendment, the Company was required to pay a success fee of $0.2 million upon the occurrence of a specified liquidity event, including an IPO. The Company determined that this obligation represented a freestanding financial instrument, and accordingly, the success fee obligation was classified as a liability on the Company’s condensed consolidated balance sheet as of December 31, 2020 and initially recorded at fair value, with changes in fair value for each reporting period recognized in other expense, net in the condensed consolidated statements of operations and comprehensive loss. The fair value of such obligation was remeasured at the end of each reporting period until the liability was settled, for which it was settled and paid in August 2021 upon the completion of the IPO.

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

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


	June 30,			December 31,
	2023			2022
Principal	$	20,000		$	20,000
Unamortized debt discount		(44	)		(64	)
Net carrying amount	$	19,956		$	19,936

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 8.93% for the period from the date of issuance through June 30, 2023. The following table sets forth total interest expense recognized related to the term loan (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Contractual interest expense	$	447	$	279	$	867	$	554
Amortization of debt issuance costs and debt discount		9		12		20		24

Total interest expense	$	456	$	291	$	887	$	578

At June 30, 2023 and December 31, 2022, accrued interest on the term loan was $102 thousand and $121 thousand, respectively.

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


2023 (remaining 6 months)	$	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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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+ Details

Commitments and Contingencies - Additional Information (Details)							1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 12, 2023 Space	Jul. 12, 2023 Space	Jul. 11, 2023 ft² Space	May 04, 2023 $ / ft²	May 03, 2023 $ / ft²	Nov. 04, 2021 USD ($) ft² Phase	Jan. 31, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) ft² Option	Jun. 30, 2022 USD ($)	Dec. 31, 2020 Sublease	Dec. 31, 2019 Sublease	Dec. 31, 2022 USD ($)	Dec. 31, 2018 USD ($)
Leases [Line Items]
Lease expiration date										Sep. 30, 2024
Landlord-funded leasehold improvements															$ 1,100,000
Deferred rent										$ 0
Number of phases \| Phase						2
Base rent per square foot \| $ / ft²					1.00
Lease payment								$ 2,997,000	$ 969,000	3,966,000	$ 1,882,000
Net book value of assets										420,000
Gain on disposal of assets										230,000
Right-of-use assets								98,073,000		98,073,000				$ 3,668,000
Lease liabilities								98,667,000		98,667,000
Lease liabilities, current								11,183,000		11,183,000				1,524,000
Lease liabilities, non-current								87,484,000		87,484,000				$ 1,120,000
Lease expense								3,681,000	1,459,000	4,865,000	2,783,000
Short-term lease costs										0	0
Research and Development Expenses
Leases [Line Items]
Lease expense								2,900,000	1,000,000.0	3,800,000	2,000,000.0
General and Administrative Expenses
Leases [Line Items]
Lease expense								$ 800,000	$ 400,000	$ 1,100,000	$ 700,000
140 First Street Lease Agreement
Leases [Line Items]
Lessee operating lease, description				The operating lease for the fifth floor premises commenced on May 1, 2023 for accounting purposes, and has a term of fifteen years, subject to certain extension rights.
Rentable square feet of office and laboratory \| ft²						89,246
Lease term				15 years
Base rent per square foot \| $ / ft²				116.00
Base rent annual upward adjustment percentage				3.00%
Tenant improvement allowance per rentable square foot \| $ / ft²				300
Lease term interest rate				8.00%
Lease payment						$ 800,000
Senda Biosciences, Inc
Leases [Line Items]
Lease expiration date							Jul. 31, 2023
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
Upfront payment							$ 2,900,000
Reimbursement for office furniture purchases							$ 650,000
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
Subsequent Event
Leases [Line Items]
Number of shared space arrangements \| Space	2		1
Subsequent Event \| Shared Space Arrangement
Leases [Line Items]
Rentable square feet of office and laboratory \| ft²			89,246
Number of shared space arrangements \| Space		3
Rentable area of office and laboratory space agreed to sublease \| ft²			22,500
Phase I
Leases [Line Items]
Rentable square feet of office and laboratory \| ft²						78,380
Phase II
Leases [Line Items]
Rentable square feet of office and laboratory \| ft²						10,866

Collaboration Agreements (Additional Information) (Details) - Collaboration Agreement - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Nov. 30, 2021	Jun. 30, 2023	Jun. 30, 2023
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		$ 1,500,000	1,500,000
Research and collaboration revenue		800,000	1,300,000
Current deferred revenue		400,000	400,000
Maximum
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Current deferred revenue		$ 100,000	$ 100,000

Subsequent Events - Additional Information (Details)				6 Months Ended
Subsequent Events - Additional Information (Details)	Jul. 12, 2023 Space	Jul. 12, 2023 Space	Jul. 11, 2023 ft² Space	Jun. 30, 2023
Shared Space Arrangement
Subsequent Event [Line Items]
Sublease term description				The term of the Sublease with Metaphore and Labs will begin on August 1, 2023 and end on August 31, 2025, and the term of the Sublease with Apriori will begin on September 1, 2023 and end on September 30, 2025.
Subsequent Event
Subsequent Event [Line Items]
Number of shared space arrangements \| Space	2		1
Subsequent Event \| Shared Space Arrangement
Subsequent Event [Line Items]
Number of shared space arrangements \| Space		3
Rentable area of office and laboratory space agreed to sublease \| ft²			22,500
Rentable square feet of office and laboratory \| ft²			89,246
Subsequent Event \| Metaphore \| Shared Space Arrangement
Subsequent Event [Line Items]
Monthly license fee proportionate share, percentage	12.00%
Subsequent Event \| Apriori \| Shared Space Arrangement
Subsequent Event [Line Items]
Monthly license fee proportionate share, percentage			8.40%
Subsequent Event \| Labs \| Shared Space Arrangement
Subsequent Event [Line Items]
Monthly license fee proportionate share, percentage	8.40%

Net Loss Per Share Attributable to Common Stockholders

6 Months Ended

Jun. 30, 2023

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):


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Numerator:
Net loss attributable to common stockholders	$	(29,687	)	$	(25,912	)	$	(54,966	)	$	(46,076	)
Denominator:
Weighted average number of common stock, basic and diluted		55,071,469			47,849,639			52,861,655			47,828,594
Net loss per common stock attributable to common stockholders, basic and diluted	$	(0.54	)	$	(0.54	)	$	(1.04	)	$	(0.96	)


	As of June 30,
	2023		2022
Outstanding options to purchase common stock		9,012,931		8,036,662

Net Loss Per Share Attributable to Common Stockholders - Summary of the Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net loss attributable to common stockholders	$ (29,687)	$ (25,279)	$ (25,912)	$ (20,164)	$ (54,966)	$ (46,076)
Denominator:
Weighted-average common stock used in net loss per share attributable to common stockholders, basic	55,071,469		47,849,639		52,861,655	47,828,594
Weighted-average common stock used in net loss per share attributable to common stockholders, diluted	55,071,469		47,849,639		52,861,655	47,828,594
Net loss per common stock attributable to common stockholders, basic	$ (0.54)		$ (0.54)		$ (1.04)	$ (0.96)
Net loss per common stock attributable to common stockholders, diluted	$ (0.54)		$ (0.54)		$ (1.04)	$ (0.96)

- Definition

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

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

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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Term Loan - Schedule of Principal Amount in Connection With Term Loan (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2023 (remaining 6 months)	$ 3,333
2024	10,000
2025	6,667
Total	$ 20,000	$ 20,000

Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment, Net

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


	June 30,			December 31,
	2023			2022
Lab equipment	$	6,190		$	6,121
Furniture and fixtures		1,636			1,093
Leasehold improvements		1,464			1,378
Computer equipment		1,101			190
Construction in process		771			827
Total property and equipment		11,162			9,609
Less accumulated depreciation		(5,632	)		(5,414	)
Property and equipment, net	$	5,530		$	4,195

Term Loan - Summary of Outstanding Term Loan Balance (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Principal	$ 20,000	$ 20,000
Unamortized debt discount	(44)	(64)
Net carrying amount	$ 19,956	$ 19,936

- Definition

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

+ References + Details

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

9. Commitments and contingencies

Leases

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

325 Vassar Street

In 2017, the Company entered a noncancelable operating lease agreement to lease its office space at 325 Vassar Street, Cambridge, Massachusetts, which will expire in September 2024. The Company is required to pay property taxes, insurance, and normal maintenance costs. The operating lease contains predetermined fixed escalations of minimum rentals during the lease term. During 2018, the Company received $1.1 million of landlord-funded leasehold improvements related to the leased office space. 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 subsequently recorded. 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 expired 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 in January of 2022, to cover the rent payments for the extended lease term. Additionally, upon the expiration of the extended lease term, the Company will receive $0.65 million from Senda for all furniture, fixtures and equipment owned by the Company that will remain at the lease property. The net book value of these assets was determined to be $0.42 million, and the Company recognized a gain on this disposal of $0.23 million in June of 2023 since the assets are no longer in service.

140 First Street (formerly known as 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 140 First Street, Cambridge, Massachusetts, 02142. The lease includes two phases. Phase 1 includes approximately 78,380 rentable square feet. Phase 2 includes 10,866 rentable square feet in a separate suite. In accordance with the lease agreement, the Company paid $0.8 million upon the execution of the lease, which has offset the first month's rent as the Company took occupancy of the Phase 1 space in May of 2023. Phase 2 of the lease for Suite 105 has not yet commenced as of June 30, 2023.

On May 3, 2023, the Company entered into a first amendment to the lease to, among other things, delay the delivery date of part of the premises, increase the initial base rent by $1.00 per rentable square foot per year, and change the address. The operating lease for the fifth floor premises commenced on May 1, 2023 for accounting purposes, and has a term of fifteen years, subject to certain extension rights. The base rent for the leased space is $116.00 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 full payment of rent under the lease. The operating lease includes a tenant improvement allowance of $300 per rentable square foot that is incorporated into the base rent payments, as well as an additional improvement allowance that is required to be repaid to the landlord as additional monthly rent over the lease term at an interest rate of 8%.

On July 11, 2023 and July 12, 2023 the Company entered into three Shared Space Arrangements with related parties, pursuant to which the Company agreed to sublease an aggregate of approximately 22,500 rentable square feet of office and laboratory space at 140 First Street. See Note 18 Subsequent Events for additional details.

Disclosures under Topic 842

As of June 30, 2023, operating lease right-of-use assets, net were $98.1 million, which were recorded separately on the Company’s condensed consolidated balance sheet. The corresponding operating lease liabilities were $98.7 million as of June 30, 2023, of which $11.2 million were recorded in current liabilities and $87.5 million were recorded in long-term liabilities on the Company’s condensed consolidated balance sheet.

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

The following table summarizes the components of lease expense for the six months ended June 30, 2023 and 2022 (in thousands).


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Operating lease expense	$	2,997	$	969	$	3,966	$	1,882
Variable lease expense		684		490		899		901
Total lease expense	$	3,681	$	1,459	$	4,865	$	2,783

The variable lease expenses generally include common area maintenance, utilities and property taxes. For the three and six months ended June 30, 2023, $2.9 million and 3.8 million, respectively of lease expense was recorded within research and development expenses and $0.8 million and $1.1 million, respectively was recorded within general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. For the three and six months ended June 30, 2022, $1.0 million and $2.0 million of lease expense, respectively was recorded within research and development expenses and $0.4 million and $0.7 million, respectively was recorded within general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. There were no short-term lease costs incurred during the six months ended June 30, 2023 and June 30, 2022.

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


	As of			As of
	June 30, 2023			December 31, 2022
Weighted average remaining lease term (years)		15.0			1.8
Weighted average discount rate		8.9	%		5.5	%

Supplemental cash flow information relating to the Company's leases for the six months ended June 30, 2023 and June 30, 2022 were as follows (in thousands):


	Six Months Ended		Six Months Ended
	June 30, 2023		June 30, 2022
Cash paid for amounts included in the measurement of lease liabilities	$	776	$	1,712
Operating lease assets obtained in exchange for lease liabilities	$	96,979	$	4,393

As of June 30, 2023, the estimated minimum lease payments for 140 First Street, 325 Vassar and 20 Acorn Park for each of the years ending December 31 were as follows (in thousands):


2023 (remaining 6 months)	$	5,781
2024		11,375
Thereafter		165,718
Total minimum lease payments		182,874
Less: Imputed interest		(84,207	)
Present value of operating lease liabilities	$	98,667

Term Loan - Summary of Interest Expense Recognized Related to Term loan (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Debt Disclosure [Abstract]
Contractual interest expense	$ 447	$ 279	$ 867	$ 554
Amortization of debt issuance costs and debt discount	9	12	20	24
Total interest expense	$ 456	$ 291	$ 887	$ 578

Marketable Securities - Summary of Marketable Securities (Details) - Marketable Securities - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale [Line Items]
Marketable Securities, Amortized cost	$ 7,615	$ 54,542
Marketable Securities, Gross unrealized losses	(171)	(479)
Marketable Securities, Fair value	$ 7,444	$ 54,063

Marketable Securities

6 Months Ended

Jun. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

3. Marketable Securities

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


	June 30, 2023
	Amortized cost		Gross unrealized losses			Fair value
Marketable securities	$	7,615	$	(171	)	$	7,444

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

The amortized cost of marketable securities is adjusted for amortization of premiums and accretion of discounts to maturity. At June 30, 2023, the balance in accumulated other comprehensive loss was comprised solely of activity related to marketable securities. There were no realized gains or losses recognized on the sale or maturity of marketable securities for the six months ended June 30, 2023 and, as a result, the Company did not reclassify any amounts out of accumulated other comprehensive loss during the year.

As of June 30, 2023, the Company did not intend to sell, and was more than likely not required to sell, the marketable securities in a loss position before recovery of their amortized cost bases. As a result, the Company determined it did not hold any investments with any other-than-temporary impairment at June 30, 2023.

Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

15. Income Taxes

During the three and six months ended June 30, 2023 and 2022, the Company recorded a full valuation allowance on federal and state deferred tax assets since management does not forecast the Company to be in a taxable position in the near future.

The rules dealing with U.S. federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect our stockholders or us. The Company assesses the impact of various tax reform proposals and modifications to existing tax treaties in all jurisdictions where it has operations to determine the potential effect on its business and any assumptions it has made about its future taxable income. The Company cannot predict whether any specific proposals will be enacted, the terms of any such proposals or what effect, if any, such proposals would have on its business if they were to be enacted.

- 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
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-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
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-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
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-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

Nature of the Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	6 Months Ended
	Feb. 28, 2023	Aug. 31, 2021	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Nature Of Business And Basis Of Presentation [Line Items]
Common stock, shares issued			55,136,908		48,072,517
Cash, cash equivalents and marketable securities			$ 113,000
Recurring losses			55,000
Net cash used in operations			$ (51,383)	$ (49,443)
Registered Direct Offering
Nature Of Business And Basis Of Presentation [Line Items]
Offering price per share	$ 5.78
Common stock issued and sold	6,920,415
Net proceeds from direct offering	$ 39,700
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

Employee Benefits (Additional Information) (Details) - 401(k) Plan - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Defined Contribution Plan Disclosure [Line Items]
Employee benefits description	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.
Employer matching contribution, percentage of match	50.00%
Percentage of eligible compensation contributed	6.00%
Total contribution	$ 400,000	$ 0

Equity Incentive Plan

6 Months Ended

Jun. 30, 2023

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 June 30, 2023, there were no shares available for future grants under the 2017 Plan and a total of 3,949,264 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 June 30, 2023, there were 2,356,918 shares available for future grants under the 2021 Plan, and a total of 5,243,409 shares of the Company’s common stock were subject to outstanding stock options issued under the 2021 Plan.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Research and development	$	1,112	$	978	$	2,265	$	1,802
General and administrative		1,066		1,076		2,135		1,855
Total stock-based compensation expense	$	2,178	$	2,054	$	4,400	$	3,657

Stock Options

A summary of option activity under the Company’s equity incentive plans during the six months ended June 30, 2023 was as follows:


				Weighted		Weighted average remaining		Aggregate intrinsic
	Number of options			average exercise price		contractual life (years)		value (1) (in thousands)
Outstanding as of January 1, 2023		8,438,573		$	6.00		8.40	$	12,976
Granted		1,222,576			6.66
Exercised		(143,976	)		3.33
Forfeited		(463,621	)		9.19
Expired		(40,621	)		14.98
Outstanding as of June 30, 2023		9,012,931			5.93		8.09		12,089
Vested and expected to vest as of June 30, 2023		9,012,931			5.93		8.09		12,089
Exercisable as of June 30, 2023		4,005,167		$	4.52		7.16	$	9,930

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money as of June 30, 2023.

The weighted-average grant date fair value per share of stock options granted during the six months ended June 30, 2023 and 2022 was $4.60 and $5.68, respectively. The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2023 was $0.7 million.

As of June 30, 2023, there was $22.5 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately 2.4 years.

Marketable Securities (Tables)

6 Months Ended

Jun. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Summary of Marketable Securities

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


	June 30, 2023
	Amortized cost		Gross unrealized losses			Fair value
Marketable securities	$	7,615	$	(171	)	$	7,444

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

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Gain (Loss)	Accumulated Deficit
Balance at Dec. 31, 2021	$ 200,628	$ 48	$ 335,147	$ (62)	$ (134,505)
Balance (in shares) at Dec. 31, 2021		47,793,469
Issuance of common stock for options exercised	83		83
Issuance of common stock for options exercised, shares		46,576
Other comprehensive gain (loss)	(797)			(797)
Stock-based compensation	1,604		1,604
Net loss	(20,164)				(20,164)
Balance at Mar. 31, 2022	181,354	$ 48	336,834	(859)	(154,669)
Balance (in shares) at Mar. 31, 2022		47,840,045
Balance at Dec. 31, 2021	200,628	$ 48	335,147	(62)	(134,505)
Balance (in shares) at Dec. 31, 2021		47,793,469
Other comprehensive gain (loss)	(944)
Net loss	(46,076)
Balance at Jun. 30, 2022	157,384	$ 48	338,923	(1,006)	(180,581)
Balance (in shares) at Jun. 30, 2022		47,852,508
Balance at Mar. 31, 2022	181,354	$ 48	336,834	(859)	(154,669)
Balance (in shares) at Mar. 31, 2022		47,840,045
Issuance of common stock for options exercised	35		35
Issuance of common stock for options exercised, shares		12,463
Other comprehensive gain (loss)	(147)			(147)
Stock-based compensation	2,054		2,054
Net loss	(25,912)				(25,912)
Balance at Jun. 30, 2022	157,384	$ 48	338,923	(1,006)	(180,581)
Balance (in shares) at Jun. 30, 2022		47,852,508
Balance at Dec. 31, 2022	105,971	$ 48	343,608	(479)	(237,206)
Balance (in shares) at Dec. 31, 2022		48,072,517
Issuance of common stock for registered direct offering, net of issuance costs	39,727	$ 7	39,720
Issuance of common stock for registered direct offering, net of issuance costs, shares		6,920,415
Issuance of common stock for options exercised	108		108
Issuance of common stock for options exercised, shares		30,157
Other comprehensive gain (loss)	251			251
Stock-based compensation	2,222		2,222
Net loss	(25,279)				(25,279)
Balance at Mar. 31, 2023	123,000	$ 55	385,658	(228)	(262,485)
Balance (in shares) at Mar. 31, 2023		55,023,089
Balance at Dec. 31, 2022	105,971	$ 48	343,608	(479)	(237,206)
Balance (in shares) at Dec. 31, 2022		48,072,517
Other comprehensive gain (loss)	308
Net loss	(54,966)
Balance at Jun. 30, 2023	95,919	$ 55	388,207	(171)	(292,172)
Balance (in shares) at Jun. 30, 2023		55,136,908
Balance at Mar. 31, 2023	123,000	$ 55	385,658	(228)	(262,485)
Balance (in shares) at Mar. 31, 2023		55,023,089
Issuance of common stock for options exercised	371		371
Issuance of common stock for options exercised, shares		113,819
Other comprehensive gain (loss)	57			57
Stock-based compensation	2,178		2,178
Net loss	(29,687)				(29,687)
Balance at Jun. 30, 2023	$ 95,919	$ 55	$ 388,207	$ (171)	$ (292,172)
Balance (in shares) at Jun. 30, 2023		55,136,908

- Definition

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

+ References

+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
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-Section 55
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-URI https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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-Subparagraph (SX 210.5-02(29))
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated unaudited financial statements include the accounts of Omega Therapeutics, Inc. and its wholly owned subsidiary, Omega Therapeutics Security Corporation, which is a Massachusetts subsidiary. All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated unaudited financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses, and the disclosure of contingent assets and liabilities as of and during the reporting period. The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. Significant estimates and assumptions reflected in these condensed consolidated unaudited financial statements include, but are not limited to, the selection of useful lives of property and equipment, the fair values of certain financial instruments issued prior to the IPO (common stock, redeemable convertible preferred stock, and warrants), the fair value of the success fee obligation, the incremental borrowing rate used in the calculation of lease liabilities, research and development accruals, 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.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements On January 1, 2023, the Company adopted Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The guidance is effective for fiscal years beginning after December 15, 2022. The adoption of the standard was immaterial to the accompanying condensed consolidated financial statements.

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 01, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Registrant Name	Omega Therapeutics, Inc.
Entity Central Index Key	0001850838
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		55,138,695
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	140 First StreetSuite 501
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02141
City Area Code	617
Local Phone Number	949-4360
Document Quarterly Report	true
Document Transition Report	false

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
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	55,136,908	48,072,517
Common stock, shares outstanding	55,136,908	48,072,517

Equity Incentive Plan (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock-based Compensation Expense


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Research and development	$	1,112	$	978	$	2,265	$	1,802
General and administrative		1,066		1,076		2,135		1,855
Total stock-based compensation expense	$	2,178	$	2,054	$	4,400	$	3,657

Summary of Option Activity

A summary of option activity under the Company’s equity incentive plans during the six months ended June 30, 2023 was as follows:


				Weighted		Weighted average remaining		Aggregate intrinsic
	Number of options			average exercise price		contractual life (years)		value (1) (in thousands)
Outstanding as of January 1, 2023		8,438,573		$	6.00		8.40	$	12,976
Granted		1,222,576			6.66
Exercised		(143,976	)		3.33
Forfeited		(463,621	)		9.19
Expired		(40,621	)		14.98
Outstanding as of June 30, 2023		9,012,931			5.93		8.09		12,089
Vested and expected to vest as of June 30, 2023		9,012,931			5.93		8.09		12,089
Exercisable as of June 30, 2023		4,005,167		$	4.52		7.16	$	9,930

Fair Value of Financial Instruments - Summary of Significant Quantitative Inputs Used to Determine Valuation of Success Fee Obligation (Details)	Jun. 30, 2023 yr	Dec. 31, 2022 yr
Discount Rate
Fair Value Liabilities Measured On Recurring Basis [Line Items]
Success fee, measurement input	0.000	0.080
Expected Timing of Achieving Liquidity Events (years)
Fair Value Liabilities Measured On Recurring Basis [Line Items]
Success fee, measurement input	0
Expected Timing of Achieving Liquidity Events (years) \| Minimum
Fair Value Liabilities Measured On Recurring Basis [Line Items]
Success fee, measurement input		0.3
Expected Timing of Achieving Liquidity Events (years) \| Maximum
Fair Value Liabilities Measured On Recurring Basis [Line Items]
Success fee, measurement input		1.3
Probability of Achieving Liquidity Events
Fair Value Liabilities Measured On Recurring Basis [Line Items]
Success fee, measurement input	1
Probability of Achieving Liquidity Events \| Minimum
Fair Value Liabilities Measured On Recurring Basis [Line Items]
Success fee, measurement input		0.75
Probability of Achieving Liquidity Events \| Maximum
Fair Value Liabilities Measured On Recurring Basis [Line Items]
Success fee, measurement input		0.25

Commitments and Contingencies - Summary of Supplemental Cash Flow Information Relating to Leases (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Leases [Line Items]
Cash paid for amounts included in the measurement of lease liabilities	$ 776	$ 1,712
Operating lease assets obtained in exchange for lease liabilities	$ 96,979	$ 4,393

Collaboration Agreement

6 Months Ended

Jun. 30, 2023

Collaboration Agreement [Abstract]

Collaboration Agreements

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 June 30, 2023 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 the fourth quarter of 2022. As of June 30, 2023, the remaining transaction price was estimated to be $1.5 million, which is expected to be recognized as revenue through 2023.

The Company recognized funded research and collaboration revenue of $0.8 million and $1.3 million in the condensed consolidated statement of operations and comprehensive loss during three and six months ended June 30, 2023, respectively. Additionally, the Company recognized less than $0.1 million and $0.4 million, in current deferred revenue for the three and six months ended June 30, 2023, respectively, 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, the Company is entitled to receive a portion of the sales proceeds in the event PMCo is acquired or sold. At the end of each reporting period, the Company evaluates the probability of occurrence of such transaction. As of June 30, 2023, 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.