0000950170-23-006838 | 10-K | XBRL Viewer | Precision Biosciences INC

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Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Mar. 01, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Entity Registrant Name	PRECISION BIOSCIENCES INC
Entity Central Index Key	0001357874
Trading Symbol	DTIL
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Common Stock, Shares Outstanding		111,295,723
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Ex Transition Period	false
Entity File Number	001-38841
Entity Tax Identification Number	20-4206017
Entity Address, Address Line One	302 East Pettigrew St.
Entity Address, Address Line Two	Suite A-100
Entity Address, City or Town	Durham
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27701
City Area Code	919
Local Phone Number	314-5512
Title of 12(b) Security	Common Stock, par value $0.000005 per share
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Document Annual Report	true
Document Transition Report	false
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 170.3
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2023 annual stockholders’ meeting, which is to be filed within 120 days of the registrant’s fiscal year ended December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Auditor Name	Deloitte & Touche LLP
Auditor Firm ID	34
Auditor Location	Raleigh, North Carolina

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 189,576	$ 143,663
Accounts receivable	720	488
Prepaid expenses	7,552	17,434
Other current assets	1,257	169
Total current assets	199,105	161,754
Property, equipment, and software—net	20,190	25,154
Intangible assets—net	1,348	2,048
Right-of-use assets—net	2,974	4,180
Investment in equity securities	2,576	3,091
Equity method investment	2,172	3,751
Note receivable—net	7,234	6,879
Other assets	2,570	4,641
Total assets	238,169	211,498
Current liabilities:
Accounts payable	1,225	1,144
Accrued compensation	6,259	6,765
Accrued clinical research and development expenses	3,206	4,028
Deferred revenue	46,192	21,244
Lease liabilities	2,037	1,822
Other current liabilities	745	977
Total current liabilities	59,664	35,980
Deferred revenue	82,872	67,015
Lease liabilities	2,776	4,813
Long term debt—net	22,223	2,478
Contract liabilities	10,000	10,000
Other noncurrent liabilities	201	44
Total liabilities	177,736	120,330
Commitments and Contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value -10,000,000 shares authorized as of December 31, 2022 and December 31, 2021; no shares issued and outstanding as of December 31, 2022 and December 31, 2021
Common stock; $0.000005 par value - 200,000,000 shares authorized, 111,774,507 shares issued and 110,964,035 shares outstanding as of December 31, 2022; 61,712,577 shares issued and 60,902,105 shares outstanding as of December 31, 2021
Additional paid-in capital	489,696	408,795
Accumulated deficit	(428,312)	(316,675)
Treasury stock	(952)	(952)
Total stockholders’ equity	60,433	91,168	$ 44,425
Total liabilities and stockholders’ equity	$ 238,169	$ 211,498

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
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	$ 0.000005	$ 0.000005
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	111,774,507	61,712,577
Common stock, shares outstanding	110,964,035	60,902,105

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 25,098	$ 115,529
Operating expenses
Research and development	83,939	115,238
General and administrative	41,525	39,667
Total operating expenses	125,464	154,905
Loss from operations	(100,366)	(39,376)
Other (expense) income, net:
Impairment charges	(11,438)
Loss on disposal of assets	(106)	(26)
(Loss) gain from changes in fair value	(510)	2,555
Gain on deconsolidation of subsidiary		5,985
(Loss) income from equity method investment	(1,579)	184
Interest expense	(1,111)	(132)
Interest income	3,473	208
Total other (expense) income, net	(11,271)	8,774
Net loss	$ (111,637)	$ (30,602)
Net loss per share - basic	$ (1.27)	$ (0.52)
Net loss per share - diluted	$ (1.27)	$ (0.52)
Weighted average common shares outstanding - basic	87,898,498	58,688,102
Weighted average common shares outstanding - diluted	87,898,498	58,688,102

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Treasury Stock
Beginning balance at Dec. 31, 2020	$ 44,425		$ 331,450	$ (286,073)	$ (952)
Beginning balance, Shares at Dec. 31, 2020		53,503,124
Stock option exercises	$ 6,783		6,783
Stock option exercises, Shares	1,997,700	1,997,700
Issuance of common stock under employee stock purchase plan	$ 804		804
Issuance of common stock under employee stock purchase plan, Shares		126,887
Share-based compensation expense	16,514		16,514
Issuance of common stock to collaboration partners	27,739		27,739
Issuance of common stock to collaboration partners, Shares		3,762,190
Net proceeds from issuance of common stock	25,505		25,505
Net proceeds from issuance of common stock, Shares		2,322,676
Net loss	(30,602)			(30,602)
Ending balance at Dec. 31, 2021	$ 91,168		408,795	(316,675)	(952)
Ending balance, Shares at Dec. 31, 2021	61,712,577	61,712,577
Stock option exercises	$ 392		392
Stock option exercises, Shares	335,439	335,439
Issuance of common stock under employee stock purchase plan	$ 443	$ 1	442
Issuance of common stock under employee stock purchase plan, Shares		194,672
Share-based compensation expense	19,197		19,197
Restricted stock units vested, Shares		288,323
Issuance of common stock to collaboration partners	11,553		11,553
Issuance of common stock to collaboration partners, Shares		12,407,440
Net proceeds from issuance of common stock	49,317		49,317
Net proceeds from issuance of common stock, Shares		36,836,056
Net loss	(111,637)			(111,637)
Ending balance at Dec. 31, 2022	$ 60,433	$ 1	$ 489,696	$ (428,312)	$ (952)
Ending balance, Shares at Dec. 31, 2022	111,774,507	111,774,507

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (111,637)	$ (30,602)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	7,798	8,981
Share-based compensation	19,197	16,514
Loss on disposal of assets	106	26
Non-cash interest expense	295	59
Amortization of right-of-use assets	1,206	1,216
Non-cash consideration received from collaboration partners		(17,894)
Loss (Gain) on changes in fair value	510	(2,555)
Gain on deconsolidation of subsidiary		(5,985)
Loss (Income) from equity method investment	1,579	(184)
Amortization of discount on note receivable	(355)	(13)
Impairment charges	11,438
Changes in operating assets and liabilities:
Prepaid expenses	(962)	5,616
Accounts receivable	(232)	9,512
Other assets and other current assets	1,431	(2,734)
Accounts payable	153	867
Other liabilities and other current liabilities	(1,816)	1,423
Deferred revenue	27,358	(3,164)
Lease liabilities	(1,822)	(1,936)
Contract liabilities		10,000
Net cash used in operating activities	(45,753)	(10,853)
Cash flows from investing activities:
Property, equipment and software	(3,319)	(5,053)
Intangibles assets		(750)
Net cash used in investing activities	(3,319)	(5,803)
Cash flows from financing activities:
Stock option exercises	392	6,783
Employee stock purchase plan	443	804
Issuance of common stock to collaboration partners	25,000	35,000
Offering of common stock, net of issuance costs	49,345	25,477
Issuance of term loan, net of issuance costs		2,465
Payments of debt issuance costs		(13)
Payment of term loan		(2,500)
Borrowings from revolving credit facility, net of issuance costs	19,805	2,505
Net cash provided by financing activities	94,985	70,521
Net increase in cash and cash equivalents	45,913	53,865
Cash and cash equivalents—beginning of period	143,663	89,798
Cash and cash equivalents —end of period	189,576	143,663
Supplemental disclosures of noncash financing and investing activities:
Property, equipment and software additions included in accounts payable, accrued expenses and other current liabilities	103	103
Cash paid for interest	$ 824	68
Unsettled at-the-market issuances of common stock included in other current assets		37
Contract liability accrual related to Servier Program Purchase Agreement milestones		10,000
Non-cash consideration received from collaboration partners		$ 17,894

Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Precision BioSciences, Inc. (the “Company”) was incorporated on January 26, 2006 under the laws of the State of Delaware and is based in Durham, North Carolina. The Company is a clinical stage gene editing company dedicated to improving life by developing ex vivo allogeneic CAR T immunotherapies and in vivo therapies for genetic and infectious diseases with the application of the Company’s wholly owned proprietary ARCUS genome editing platform.

Since its inception, the Company has devoted substantially all of its efforts to research and development activities, recruiting skilled personnel, developing manufacturing processes, establishing its intellectual property portfolio and providing general and administrative support for these operations. The Company is subject to a number of risks similar to those of other companies conducting high-risk, early-stage research and development of product candidates. Principal among these risks are dependence on key individuals and intellectual property, competition from other products and companies, and the technical risks associated with the successful research, development and clinical manufacturing of its product candidates. The Company’s success is dependent upon its ability to continue to raise additional capital in order to fund ongoing research and development, obtain regulatory approval of its products, successfully commercialize its products, generate revenue, meet its obligations, and, ultimately, attain profitable operations.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosures made in the accompanying notes to the consolidated financial statements. Actual results could differ from those estimates. Significant estimates include recording revenue for performance obligations recognized over time, determination of the fair value of share-based compensation grants, estimating services expended by third-party service providers used to recognize research and development expense and determination of the fair value of investments in equity securities.

Basis of Presentation

These financial statements have been prepared in accordance with GAAP. Additionally, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Certain immaterial amounts from the prior year have been reclassified to conform to current year presentation.

Summary of Significant Accounting Policies

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2022 the Company held cash equivalents which are composed of money market funds and repurchase agreements that were purchased through repurchase intermediary banks and collateralized by deposits in the form of government securities and obligations. As of December 31, 2021, the Company held an insignificant amount of cash equivalents.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and notes receivable. All of the Company’s cash and cash equivalents are held at financial institutions that management believes to be of high credit quality. The Company may maintain cash deposits in financial institutions in excess of government insured limits. The Company regularly invests excess cash deposits in money market funds and repurchase agreements. The Company believes that the credit risk arising from the holdings of these financial instruments is mitigated by the fact that these securities are of short duration, government backed and of high credit rating. The Company has not experienced any losses on cash and cash equivalents to date.

Revenue from Lilly and Novartis accounted for 62% and 38% of revenue during the year ended December 31, 2022, respectively. Revenue from Lilly and Servier accounted for 18% and 63% of revenue during the year ended December 31, 2021, respectively. Lilly and Novartis accounted for 58% and 42% of deferred revenue as of December 31, 2022, respectively.

In addition, the Company currently holds a $10.0 million promissory note payable from New Elo (defined below), as described further in Note 12, Elo Transaction, which exposes the Company to potential losses in the event of default by New Elo. Counterparty credit risk will be monitored through periodic review of New Elo’s financial records. As of December 31, 2022, the Company considers the risk of counterparty default to be minimal.

Property, Equipment and Software

Property, equipment and software ("PP&E") are stated at cost, net of depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets ranging from three to seven years. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset.

The depreciation and amortization periods for the Company’s significant PP&E categories are as follows:




Laboratory equipment	5 to 7 years
Furniture and fixtures and office equipment	3 to 5 years
Leasehold improvements	Lesser of remaining lease term or useful life

Repairs and maintenance are charged to operations as incurred, and expenditures for additions and improvements that extend the useful life of the asset are capitalized.

Intangible Assets

Intangible assets primarily include licenses and patents. The Company capitalizes license fees paid to acquire access to proprietary technology if the technology is expected to have alternative future use in multiple research and development projects. The cost of licensed technology rights is amortized using the straight-line method over the estimated useful life of the technology. If the access to use the technology rights is one year or less, the cost is recorded as a prepaid expense and amortized over the period identified in the agreement. Amortization expense for licensed technology and capitalized patent costs is included in research and development expenses within the accompanying consolidated statement of operations.

Impairment Charges

Long-lived assets, such as PP&E, intangible assets, and long-term prepaid assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is assessed when future undiscounted cash flows are less than the assets’ carrying value and recognized when the carrying value of the asset exceeds fair value. Fair value is calculated by estimating the discounted future cash flows expected to be generated by the asset as well as other valuation techniques. An impairment charge is recognized for the amount by which the carrying amount exceeds the fair value of the asset.

Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. ASC 820, Fair Value Measurement, establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from our independent sources. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used to value the assets and liabilities:

•

Level 1 - Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities

•

Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly

•

Level 3 - Unobservable inputs for which there is little or no market date, which require the Company to develop its own assumptions

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Investments in Equity Securities

The Company carries investments in equity securities for which it does not possess the ability to exercise significant influence or control at fair value in the consolidated balance sheets and records changes in fair value in the consolidated statements of operations as a component of other income or expense.

As of December 31, 2022 and December 31, 2021 the Company held common stock in iECURE with a fair value of $2.6 million and $3.1 million, respectively.

Investments under the Equity Method

The Company utilizes the equity method to account for investments when it is determined that the Company possess the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when the investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is restricted.

In applying the equity method, the Company subsequently increases or decreases the carrying amount of the investment by the Company’s proportionate share of the net earnings or losses and other comprehensive income of the investee. In the event that net losses of the investee reduce the carrying amount to zero, additional net losses are recorded if other investments in the investee are at-risk, even if the Company has not committed to provide financial support to the investee.

Leases

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Lease liabilities and corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. As the rate implicit in the Company's leases are not readily determinable, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

The Company has elected to account for the lease and non-lease components of each of its operating leases as a single lease component. In addition, the Company elected the package of practical expedients permitted under the transition guidance within accounting standards codification (“ASC”) 842, in which the Company need not reassess (i) the historical lease classification, (ii) whether any expired or existing contract is or contains a lease, or (iii) the initial direct costs for any existing leases. The operating right-of-use asset recorded on the balance sheet is amortized on a straight-line basis as lease expense.

Revenue Recognition for Contracts with Customers

The Company’s revenues are generated primarily through collaborative research, license, development and commercialization agreements.

ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

At contract inception, once the contract is determined to be within the scope of ASC 606, the Company evaluates the performance obligations promised in the contract that are based on goods and services that will be transferred to the customer and determines whether those obligations are both (i) capable of being distinct and (ii) distinct in the context of the contract. Goods or services that meet these criteria are considered distinct performance obligations. If both these criteria are not met, the goods and services are combined into a single performance obligation. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, these options are considered performance obligations. The exercise of a material right is accounted for as a contract modification for accounting purposes.

The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input method. For the year ended December 31, 2022, the Company recorded cumulative catch up adjustments on its contracts with customers that decreased revenue recognition by $5.9 million; the cumulative catch-up adjustments resulted from a change in total estimated effort required to satisfy performance obligations. During the year ended December 31, 2022, the Company recorded $15.4 million in revenue that was included in deferred revenue as of December 31, 2021.

Invoices issued as stipulated in contracts prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue within current liabilities in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as noncurrent deferred revenue. Amounts recognized as revenue, but not yet invoiced are generally recognized as contract assets in the other current assets line item in the accompanying consolidated balance sheets.

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

Royalties – For arrangements that include sales-based royalties, including milestone payments based on a level of sales, which are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation linked to some or all of the royalty has been satisfied or partially satisfied. To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements.

Significant Financing Component – In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company assessed each of its revenue arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements.

Collaborative Arrangements – The Company has entered into collaboration agreements, which are within the scope of ASC 606, to discover, develop, manufacture and commercialize product candidates. The terms of these agreements typically contain multiple promises or obligations, which may include: (1) licenses, or options to obtain licenses, to use the Company’s technology, (2) research and development activities to be performed on behalf of the collaboration partner, and (3) in certain cases, services in connection with the manufacturing of preclinical and clinical material. Payments the Company receives under these arrangements typically include one or more of the following: non-refundable, upfront license fees; option exercise fees; funding of research and/or development efforts; clinical and development, regulatory, and sales milestone payments; and royalties on future product sales.

The Company analyzes its collaboration arrangements to assess whether the collaboration agreements are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial

success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and, therefore, are within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to ASC 606. For those elements of the arrangement that are accounted for pursuant to ASC 606, the Company applies the five-step model described above.

For additional discussion of accounting for collaboration revenues, see Note 10, Collaboration and License Agreements.

Research and Development

Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities including salaries, benefits, share-based compensation, allocations for rent and facility costs, depreciation, preclinical manufacturing expenses, costs of services provided by contract research organizations ("CROs") in connection with clinical trials and contract manufacturing organizations ("CMOs") engaged to manufacture clinical trial material, costs of licensing technology, and costs of services provided by research and development service providers. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made.

The Company is required to estimate accrued research and development expenses resulting from its obligations under contracts with CROs, CMOs, research organizations, service providers, vendors and consultants in connection with research and development activities. The financial terms of these contracts are subject to negotiations and vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company’s objective is to reflect the appropriate research and development expenses in its consolidated statements of operations by matching those expenses with the period in which the services and efforts are expended. There may be instances in which payments made to the Company’s vendors will exceed the level of services provided and result in a prepayment of the expense. In accruing fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the Company’s estimate, the Company adjusts the accrual or amount of prepaid expense accordingly.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the years ended December 31, 2022 and December 31, 2021, there was no difference between net loss and comprehensive loss in the accompanying consolidated statement of operations.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock.

The Company’s diluted net loss per share is the same as basic net loss per share for the years ended December 31, 2022 and December 31, 2021, given all potential shares of common stock are anti-dilutive as a result of the net loss.

Share-Based Compensation

The Company accounts for all share-based compensation awards, including stock options, restricted stock units and its employee stock purchase plan, at fair value. Compensation expense is recognized for the Company's share-based compensation awards, net of actual forfeitures, over the requisite service period, which is the vesting period of the respective award.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which uses as inputs the fair value of the Company’s common stock and assumptions the Company makes for the expected volatility of its common stock, the expected term of the stock options, the risk-free interest rate for a period that approximates the expected term of the stock options and the Company’s expected dividend yield. Expected volatility is estimated based on the historical volatility of the Company

and other comparable publicly traded peer companies. The expected term of the options has been determined utilizing a weighted average value considering actual exercise history and estimated expected term based on the midpoint of final vest date and expiration date. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The fair value of each restricted stock unit is determined based on the closing market price of the Company’s common stock on the date of grant.

Income Taxes

Deferred tax assets and liabilities are determined based on the temporary differences between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than the enactment of changes in the tax law or rates. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes.

The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

Accounting Standards Updates

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards. The Company does not expect the adoption of recent accounting pronouncements not yet adopted will have a material impact on its consolidated financial statements. The JOBS Act also exempts the Company from having to provide an auditor attestation of internal controls over financial reporting under Sarbanes-Oxley Act Section 404(b).

The Company will remain an “emerging growth company” until the earliest of (i) December 31, 2024, (ii) the last day of the fiscal year in which it has total annual gross revenues of $1.235 billion or more, (iii) the date on which it has issued more than $1.0 billion in nonconvertible debt during the previous three years or (iv) the date on which it is deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission (“SEC”), which generally is when it has more than $700 million in market value of its stock held by non-affiliates as of the prior June 30th.

Accounting standards updates issued, but not effective until after December 31, 2022, are not expected to have a material effect on the Company’s consolidated financial position, statements of operations or cash flows.

Property, Equipment and Software

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY, EQUIPMENT AND SOFTWARE

NOTE 2: PROPERTY, EQUIPMENT AND SOFTWARE

PP&E consisted of the following as of December 31 (in thousands):


	2022		2021
Construction in progress	$	533	$	3,042
Leasehold improvements		22,955		22,784
Software		442		312
Laboratory equipment		23,459		19,291
Office equipment		1,594		1,371
Furniture and fixtures		2,295		2,268
Total property, equipment and software		51,278		49,068
Less accumulated depreciation and amortization		31,088		23,914
Property, equipment and software - net	$	20,190	$	25,154

Depreciation expense, including amortization of leasehold improvements and software, was $7.7 million and $8.9 million for the years ended December 31, 2022 and December 31, 2021, respectively.

Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

NOTE 3: INTANGIBLE ASSETS

Intangible assets, net, consisted of the following as of December 31 (in thousands):


	2022			2021
License cost	$	2,581		$	2,581
Less: accumulated amortization		(521	)		(415	)
Less: impairments		(712	)		(118	)
Intangible assets, net		1,348			2,048

Amortization expense of intangible assets was $0.1 million and less than $0.1 million for the years ended December 31, 2022 and December 31, 2021, respectively. Amortization expense for intangible assets with definite lives will be less than $0.1 million for each of the next five years with the remaining $0.9 million amortized to expense in 2027 and beyond.

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 4: FAIR VALUE MEASUREMENTS

The following represents assets measured at fair value on a recurring basis by the Company (in thousands):


December 31, 2022	Fair Value		Level 1		Level 2		Level 3
Assets:
Money market funds	$	868	$	868	$	—	$	—
Repurchase agreements		40,000		—		40,000		—
Investment in iECURE		2,576		—		—		2,576
	$	43,444	$	868	$	40,000	$	2,576

Liabilities:
Final payment fee	$	199	$	—	$	199	$	—
	$	199	$	—	$	199	$	—


December 31, 2021	Fair Value		Level 1		Level 2		Level 3
Money market funds	$	12	$	12	$	—	$	—
Investment in iECURE		3,091		—		—		3,091
	$	3,103	$	12	$	—	$	3,091

The carrying amounts of the Company’s financial instruments, including accounts receivable, accounts payable, and accrued expenses and other current liabilities, approximate their respective fair values due to their short-term nature.

Cash Equivalents

As of December 31, 2022, the Company held cash equivalents which are composed of money market funds and repurchase agreements that were purchased through repurchase intermediary banks and collateralized by deposits in the form of government

securities and obligations. As of December 31, 2021, the Company held an insignificant amount of cash equivalents which were composed of investments in money market funds. The Company classifies investments in money market funds within Level 1 of the fair value hierarchy as the prices are available from quoted prices in active markets. Investments in repurchase agreements are classified within Level 2 of the fair value hierarchy as these instruments are valued using observable market inputs including reported trades, broker/dealer quotes, bids and/or offers.

Investment in iECURE

In August 2021, the Company entered into an Equity Issuance Agreement with iECURE, Inc. (“iECURE”), pursuant to which iECURE issued the Company common stock in iECURE (the “iECURE equity”) as additional consideration for a license to use the Company’s PCSK9-directed ARCUS nuclease to insert genes into the PCSK9 locus to develop treatments for four pre-specified rare genetic diseases (the “PCSK9 license”). On issuance, the Company accounted for the iECURE equity at fair value under ASC 825, Financial Instruments (“ASC 825”). Accordingly, the Company adjusts the carrying value of the iECURE equity to fair value each reporting period with any changes in fair value recorded to other income (expense). During the year ended December 31, 2022, the Company recorded a $0.5 million decrease in the carrying value of its iECURE equity to adjust to fair value as a result of dilution from iECURE's Series A-1 equity raise in such period.

The Company classifies the iECURE equity within Level 3 of the fair value hierarchy as the assessed fair value was based on significant unobservable inputs given iECURE equity is not traded on a public exchange. For additional discussion of accounting for the iECURE Development and License agreement (as defined below) and the iECURE Equity Issuance Agreement (as defined below), refer to Note 10, “Collaboration and License Agreements.”

Final Payment Fee

The Company is required to pay a final payment fee upon maturity of the Revolving Line. The final payment fee was determined to be a derivative under ASC 815, therefore these fees were initially measured at fair value and recorded as debt discount to be amortized to interest expense over the term of the Revolving Line. Accordingly, the Company will adjust the carrying value of the final payment fee to fair value each reporting period with any changes in fair value recorded to other income (expense). During the year ended December 31, 2022 adjustments to the carrying value of the final payment fee resulted in less than $0.1 million of income recorded to change in fair value in the consolidated statement of operations.

The Company classifies the final payment fee within Level 2 of the fair value hierarchy as the assessed fair value was based on observable market inputs including the Company’s current borrowing rate on the Revolving Line. The final payment fee is included in the other noncurrent liabilities within the consolidated balance sheet as of December 31, 2022.

The following represents a reconciliation of assets measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) for the year ended December 31, 2022 (in thousands):


	Investment in iECURE
Balance December 31, 2021	$		3,091
Acquisitions		—
Losses included in earnings			(515	)
Dispositions		—
Balance December 31, 2022	$		2,576

Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

DEBT

NOTE 5: DEBT

Elo Loan

In May 2021, the Company's then wholly owned subsidiary, Elo Life Systems, Inc., entered into a loan and security agreement with Pacific Western Bank (“PWB”) for a term loan (the “Elo Loan”) in the amount of $2.5 million. On December 14, 2021, the Company repaid all outstanding principal and interest on the Elo Loan with proceeds from the Revolving Line (defined below).

Revolving Line

Pursuant to the terms of the loan and security agreement with PWB (as amended from time to time, the “Revolving Line”) the Company may request advances on a revolving line of credit of up to an aggregate principal of $30.0 million.

In May 2022, the Company and PWB executed the Seventh Amendment to the Revolving Line (the “Revolving Line Amendment”). Upon the execution of the Revolving Line Amendment, the interest rate on credit advances was modified to the greater of (a) 0.75% above the Prime rate (as defined in the Revolving Line) and (b) 4.25%.

In July 2022, the maturity date of the Revolving Line was extended to June 23, 2024 upon the Company’s receipt of $100.0 million in aggregate new gross proceeds (as defined in the Revolving Line Amendment). All outstanding principal amounts under the Revolving Line are due on the maturity date. The Company must also maintain an aggregate balance of unrestricted cash at PWB (not including amounts in certain specified accounts) equal to or greater than $10.0 million.

In December 2021, the Company borrowed $2.5 million under the Revolving Line to pay all outstanding principal on the Elo Loan. In May 2022, the Company borrowed an additional $20.0 million under the Revolving Line. As of December 31, 2022, $22.5 million was outstanding under the Revolving Line and the unamortized Revolving Line debt discount balance was $0.3 million. As of December 31, 2022, the stated interest rate on the Revolving Line was 8.25% and the effective interest rate was 9.27%.

- 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.

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+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 6: COMMITMENTS AND CONTINGENCIES

Litigation

The Company is subject to various legal matters and claims in the ordinary course of business. Although the results of legal proceedings and claims cannot be predicted with certainty, in the opinion of management, there are currently no such known matters that will have a material effect on the consolidated financial condition, results of operations or cash flows of the Company.

Servier Program Purchase Agreement

On April 9, 2021, the Company entered into a program purchase agreement with Les Laboratoires Servier and Institut de Recherches Internationales Servier (collectively, “Servier”), pursuant to which the Company reacquired all of its global development and commercialization rights previously granted to Servier pursuant to the Development and Commercial License Agreement by and between Servier and the Company, dated February 24, 2016, as amended (the “Servier Agreement”), and mutually terminated the Servier Agreement (the “Program Purchase Agreement”).

The Program Purchase Agreement requires the Company to make certain payments to Servier based on the achievement of regulatory and commercial milestones for each product, and a low- to mid-single-digit percentage royalty (subject to certain reductions) based on net sales of approved products, if any, resulting from any continued development and commercialization of the programs by the Company, for a period not to exceed ten years after first commercial sale of the applicable product in the United States or certain countries in Europe. If the Company enters into specified product partnering transactions, the Program Purchase Agreement requires the Company to pay to Servier a portion of certain consideration received pursuant to such product partnering transactions in lieu of the foregoing milestones (with the exception of a one-time clinical phase development milestone) and royalties.

Regulatory and Commercial Milestones

Management assessed the likelihood of each of the regulatory and commercial milestones included in the Program Purchase Agreement in accordance with ASC 450, Contingencies (“ASC 450”). If the assessment of a contingency indicates that it is probable that the milestone will be achieved and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated balance sheets. Accordingly, a $10.0 million financial contract liability was accrued in the year ended December 31, 2021 and is included in the consolidated balance sheets as of December 31, 2022 and December 31, 2021.

Product Partnering Transaction Consideration Due to Servier

Per the terms of the Program Purchase Agreement, should the Company enter into a product partnering transaction with respect to any of the targets previously nominated by Servier, the Company will pay Servier a percentage of the proceeds received. In accordance with ASC 450, management concluded that the amount of proceeds due to Servier as a result of a future product partnering transaction, if any, cannot be reasonably estimated as of the date of this Annual Report on Form 10-K. As such, no contingency for this provision was included in the consolidated financial statements as of December 31, 2022 or December 31, 2021.

Leases

The Company has operating leases for real estate in North Carolina and does not have any finance leases.

Many of the Company’s leases contain options to renew and extend lease terms and options to terminate leases early. The Company has existing leases that include variable lease payments that are not included in the right-of-use assets and lease liabilities and are

reflected as an expense in the period incurred. Such payments primarily include common area maintenance charges and fluctuations in rent payments that are driven by factors such as future changes in an index (e.g. the Consumer Price Index).

The Company has existing leases in which the non-lease components (e.g., common area maintenance, consumables, etc.) are paid separately from rent based on actual costs incurred and therefore are not included in the right-of-use assets and lease liabilities but rather reflected as an expense in the period incurred.

The elements of lease expense were as follows:


	For the Years Ended December 31,
(in thousands)	2022			2021
Lease Cost
Operating lease cost	$	1,644		$	1,951
Short-term lease cost	563			342
Variable lease cost	746				1,131
Total Lease Cost	$	2,953		$	3,424

Other Information
Operating cash flows used for operating leases		2,264			2,649
Operating lease liabilities arising from obtaining right-of-use assets	—			—

Operating Leases
Weighted average remaining lease term (in years)		2.9			3.7

Operating Leases
Weighted average discount rate		7.7	%		7.8	%

Future lease payments under non-cancelable operating leases with terms of greater than one year as of December 31, 2022, were as follows:


(in thousands)	December 31, 2022
2023	$	2,323
2024		1,594
2025		529
2026		545
2027		372
Total lease payments		5,363
Less: imputed interest		550
Total operating lease liabilities	$	4,813

Supply Agreements

The Company enters into contracts in the normal course of business with CMOs for the manufacture of clinical trial materials and CROs for clinical trial services. These agreements provide for termination at the request of either party with less than one-year notice and are, therefore, cancelable contracts and, if canceled, are not anticipated to have a material effect on the consolidated financial condition, results of operations, or cash flows of the Company.

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 7: STOCKHOLDERS’ EQUITY

Capital Structure

On April 1, 2019, the Company filed an amendment to its amended and restated certificate of incorporation pursuant to which, among other things, the Company increased its authorized shares to 210,000,000 shares of capital stock, of which 200,000,000 shares were designated as $0.000005 par value common stock and 10,000,000 shares were designated as $0.0001 par value preferred stock.

- Definition

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

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+ Details

Share-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

NOTE 8: SHARE-BASED COMPENSATION

The Company previously granted stock options under its 2006 Stock Incentive Plan (the “2006 Plan”) and its 2015 Stock Incentive Plan (the “2015 Plan”). As of December 31, 2022 there were 1,932,584 stock options outstanding under the 2006 Plan and 2015 Plan and no remaining stock options available to be granted under such plans.

On March 12, 2019, the Company’s board of directors adopted, and, on March 14, 2019 the Company’s stockholders approved, the Precision BioSciences, Inc. 2019 Incentive Award Plan (“2019 Plan”) and the 2019 Employee Stock Purchase Plan (“2019 ESPP”), both of which became effective on March 27, 2019.

The 2019 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other share-based awards. The 2019 Plan had 8,841,134 stock options and 3,419,830 restricted stock units ("RSUs") outstanding as of December 31, 2022.

The number of shares available for issuance under the 2019 Plan initially equaled 4,750,000 shares of common stock. The 2019 Plan provides for an annual increase to the number of shares of common stock available for issuance on the first day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2029 by an amount 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 determined by the board of directors. As of December 31, 2022, the aggregate number of shares available for issuance under the 2019 Plan has been increased by 6,589,999 pursuant to this provision. Any shares that are subject to awards outstanding under the Company’s 2006 Plan and 2015 Plan as of the effective date of the 2019 Plan that expire, lapse, or are terminated, exchanged for cash, surrendered, repurchased, or canceled without having been fully exercised or forfeited, to the extent so unused, will become available for award grants under the 2019 Plan. As of December 31, 2022, 231,039 shares were available to be issued under the 2019 Plan.

Up to 525,000 shares of the Company’s common stock were initially reserved for issuance under the 2019 ESPP. The 2019 ESPP provides for an annual increase to the number of shares available for issuance on the first day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2029 by an amount equal to the lesser of (i) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our board of directors. As of December 31, 2022, the aggregate number of shares available for issuance under the 2019 ESPP has been increased by 1,647,499 shares pursuant to this provision. The purchase price of the shares under the 2019 ESPP, in the absence of a contrary designation, will be 85% of the lower of the fair market value of our common stock on the first trading day of the offering period or on the purchase date. As of December 31, 2022, we had issued 447,787 shares under the 2019 ESPP. As of December 31, 2022, 1,724,712 shares were available to be issued under the 2019 ESPP. The Company recognized share-based compensation expense related to the ESPP of $0.2 million and $0.3 million during the years ended December 31, 2022 and December 31, 2021, respectively.

On August 9, 2021, the Company’s board of directors approved the adoption of the Precision BioSciences, Inc. 2021 Employment Inducement Incentive Award Plan (as amended, the “Inducement Award Plan”).

The Inducement Award Plan provides for the grant of non-qualified stock options, stock appreciation rights, restricted stock, RSUs and other share-based awards to newly hired employees who have not previously been an employee or member of the board, or an employee who is being rehired following a bona fide period of non-employment by the Company. No more than 9,000,000 shares of the Company’s common stock may be issued under the Inducement Award Plan. As of December 31, 2022, 5,827,204 shares were available to be issued under the Inducement Award Plan. The Inducement Award Plan had 2,949,134 stock options and 199,454 RSUs outstanding as of December 31, 2022.

The Company recorded employee and nonemployee share-based compensation expense as follows (in thousands):


	Years Ended December 31,
	2022		2021
Employee	$	15,921	$	14,963
Nonemployee		3,276		1,551
	$	19,197	$	16,514

Share-based compensation expense is included in the following line items in the consolidated statements of operations (in thousands):


	Years Ended December 31,
	2022		2021
Research and development	$	7,973	$	9,101
General and administrative		11,224		7,413
	$	19,197	$	16,514

Determining the appropriate fair value model to measure the fair value of the stock option grants on the date of grant and the related assumptions requires judgment. The fair value of each stock option grant is estimated using a Black-Scholes option-pricing model on the date of grant as follows:


	Years Ended December 31,
	2022			2021
Estimated dividend yield		0.00	%		0.00	%
Weighted-average expected stock price volatility		79.66	%		73.02	%
Weighted-average risk-free interest rate		2.57	%		1.07	%
Expected term of options (in years)		6.07			6.25
Weighted-average fair value per option	$	1.86		$	6.91

The expected volatility rates are estimated based on the actual volatility of a peer group comprising the Company and other comparable public companies over the expected term. The expected term represents the average time that stock options are expected to be outstanding. The Company does not have sufficient history of exercising stock options to estimate the expected term of employee stock options and thus utilizes a weighted value considering actual history and estimated expected term based on the midpoint of final vest date and expiration date. The risk-free rate is based on the United States Treasury yield curve at the time of grant for the expected term of the option.

The following table summarizes activity in the Company’s stock option plans for the years ended December 31, 2021 and December 31, 2022 :


	Outstanding Option Shares			Weighted- Average Exercise Price
Balance as of December 31, 2020		10,544,270			7.88
Granted		2,831,025			10.62
Exercised		(1,997,700	)		3.40
Forfeited/canceled		(1,457,281	)		9.84
Balance as of December 31, 2021		9,920,314			9.28
Granted		6,713,764			2.69
Exercised		(335,439	)		1.17
Forfeited/canceled		(2,575,787	)		8.66
Balance as of December 31, 2022		13,722,852			6.37

The intrinsic value of stock options exercised was $0.7 million and $15.5 million during the years ended December 31, 2022 and December 31, 2021, respectively.

During the year ended December 31, 2022, the Company granted 3,327,107 RSUs with a grant date fair value of $8.7 million. The fair value of the RSUs will be recognized as expense over the requisite vesting period.

The following table summarizes the Company’s RSU activity for the years ended December 31, 2021 and December 31, 2022:


	RSU Awards			Weighted-Average Grant Date Fair Value
Unvested RSUs as of December 31, 2020	—			—
Granted		849,780			11.30
Forfeited		(76,277	)		11.34
Vested	—			—
Unvested RSUs as of December 31, 2021		773,503			11.29
Granted		3,327,107			2.62
Forfeited		(193,003	)		7.14
Vested		(288,323	)		11.21
Unvested RSUs As of December 31, 2022		3,619,284			3.55

There was approximately $31.5 million of total unrecognized compensation cost related to unvested stock options and RSUs as of December 31, 2022, which is expected to be recognized over a weighted-average period of 2.4 years.

The following table summarizes certain information about stock options granted under the stock option plans which are vested or expected to vest as of December 31, 2022 and December 31, 2021.


Years Ended December 31,		Number of Options		Weighted- Average Remaining Contractual Life (in years)		Weighted- Average Exercise Price
2022	Expected to be exercisable		13,722,852		7.77	$	6.37
2022	Currently exercisable		5,289,519		5.84	$	9.19
2021	Expected to be exercisable		9,920,314		7.47	$	9.28
2021	Currently exercisable		4,840,006		6.09	$	8.83

The following table summarizes certain information about stock options outstanding under the stock option plans for the years ended December 31, 2022 and December 31, 2021, respectively:


Year Ended December 31, 2022
Exercise price	Number of Options Outstanding		Weighted- Average Remaining Life		Number of Options Exercisable
$0.02 - $1.55		2,027,527		7.82		616,558
$1.68 - $3.34		2,441,283		9.35		5,842
$4.08 - $4.56		2,219,603		9.07		1,424
$5.67 - $9.69		3,529,976		6.98		2,095,318
$10.17 - $16.00		3,504,463		6.61		2,570,377
		13,722,852				5,289,519


Year Ended December 31, 2021
Exercise price	Number of Options Outstanding		Weighted- Average Remaining Life		Number of Options Exercisable
$0.02 - $1.20		878,460		4.28		878,460
$5.67-$6.31		1,330,901		8.18		477,574
$6.45 - $9.79		3,025,794		8.56		1,010,298
$10.17-$12.52		2,828,331		7.36		1,237,568
$12.60-$16.00		1,856,828		6.88		1,236,106
		9,920,314				4,840,006

Retirement Plan

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Retirement Plan

NOTE 9: RETIREMENT PLAN

In January 2011, the Company established a defined contribution 401(k) retirement savings plan (the “Retirement Plan”) to all full-time employees. Employee contributions to the Retirement Plan can be 100% of annual compensation up to the prescribed annual maximum under the Internal Revenue Code. Administrative fees of less than $0.1 million were paid by the Company for the years ended December 31, 2022 and December 31, 2021.

The Retirement Plan includes a safe-harbor matching employer contribution equal to 100% of participants’ deferral contributions up to 4%. The Company made contributions of $0.9 million and $1.0 million to the Retirement Plan during the years ended December 31, 2022 and December 31, 2021, respectively. Retirement plan contributions made by the Company are recorded to research and development expense and general and administrative expense as incurred and are included in the consolidated statement of operations.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

Collaboration and License Agreements

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

COLLABORATION AND LICENSE AGREEMENTS

NOTE 10: COLLABORATION AND LICENSE AGREEMENTS

Collaboration and License Agreement with Novartis

On June 14, 2022, the Company entered into a collaboration and license agreement (the “Novartis Agreement”) with Novartis Pharma AG (“Novartis”), which became effective on June 15, 2022 (the “Novartis Effective Date”), to collaborate to discover and develop in vivo gene editing products incorporating our custom ARCUS nucleases for the purpose of seeking to research and develop potential treatments for certain diseases (as defined in the Novartis Agreement, the “Licensed Products”). Any initial Licensed Products will be developed for the potential treatment of certain hemoglobinopathies, including sickle cell disease and beta thalassemia.

Pursuant to the terms of the Novartis Agreement, the Company will develop an ARCUS nuclease and conduct in vitro characterization for the Licensed Products, with Novartis then assuming responsibility for all subsequent development, manufacturing and commercialization activities. Novartis will receive an exclusive license for, and be required to use commercially reasonable efforts to conduct all subsequent research, development, manufacture and commercialization activities with respect to the Licensed Products. The Company will initially develop a single, custom ARCUS nuclease for a defined “safe harbor” target site for insertion of specified therapeutic payloads in the patient’s genome (the “Initial Nuclease”) for Novartis to further develop as a potential in vivo treatment option for certain hemoglobinopathies, including sickle cell disease and beta thalassemia. Pursuant to the terms of the Novartis Agreement, Novartis may elect, subject to payment of a fee to the Company, to replace Licensed Products based on the Initial Nuclease with Licensed Products based on a second custom ARCUS nuclease the Company designs for gene editing of a specified human gene target associated with hemoglobinopathies (the “Replacement Nuclease”). Additionally, Novartis has the option, upon payment of a fee to the Company for each exercise of the option, to include Licensed Products utilizing the Initial Nuclease for insertion of up to three additional specified therapeutic payloads at the “safe harbor” target site, each intended to treat a particular genetic disease. The exercise period for such option ends on the earlier of (a) the fourth anniversary of the Novartis Effective Date and (b) the replacement of the Initial Nuclease with the Replacement Nuclease as described above.

In July 2022, the Company received a $50.0 million upfront cash payment under the Novartis Agreement. Additionally, on the Novartis Effective Date, Novartis made an equity investment in the Company’s common stock pursuant to a stock purchase agreement (the “Novartis Stock Purchase Agreement”) pursuant to which, on the Novartis Effective Date, the Company issued and sold to Novartis 12,407,440 shares of the Company’s common stock (the “Novartis Shares”) in a private placement transaction for an aggregate purchase price of $25.0 million, or approximately $2.01 per share. The price per share of the Company’s common stock under the Novartis Stock Purchase Agreement represented a 20% premium over the volume-weighted-average-price of the Company’s common stock over the 10 trading days preceding the execution date of the Novartis Stock Purchase Agreement. Management concluded that the Novartis Stock Purchase Agreement was to be combined with the Novartis Agreement for accounting purposes. Of the total $75.0 million upfront compensation, the Company applied equity accounting guidance to measure the $11.6 million recorded in equity upon the issuance of the shares, and $63.4 million was identified as transaction price allocated to the revenue arrangement.

Pursuant to the Novartis Stock Purchase Agreement, subject to certain exceptions, Novartis may not sell the Novartis Shares without the Company’s approval for a period of two years following the Novartis Effective Date. In addition, for a period of two years following the Novartis Effective Date, Novartis and its affiliates may not (a) effect or otherwise participate in, directly or indirectly, any acquisition of any of our securities or material assets, any tender offer or exchange offer, merger or other business combination or change of control involving the Company, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, or any solicitation of proxies or consents to vote any of the Company’s securities or (b) act with any other person, or publicly disclose any intention, to do any of the foregoing. The Novartis Stock Purchase Agreement also contains customary representations, warranties, and covenants of both parties.

On the Novartis Effective Date, the Company and Novartis also entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company has agreed, within the time periods specified in the Registration Rights Agreement, to register the resale of the Novartis Shares on a registration statement to be filed with the SEC. The Registration Rights Agreement contains customary indemnification provisions, and all registration rights terminate in their entirety effective on the first date on which there cease to be any Registrable Securities (as defined in the Registration Rights Agreement) outstanding.

The Company will also be eligible to receive milestone payments of up to an aggregate of approximately $1.4 billion as well as certain research funding. If Licensed Products resulting from the collaboration are approved and sold, the Company will also be entitled to

receive tiered royalties ranging from the mid-single digit to low-double digit percentages on net sales of Licensed Products, subject to customary potential reductions. Novartis’s obligation to pay royalties to us expires on a country-by-country and Licensed Product-by-Licensed Product basis, upon the latest to occur of certain events related to expiration of patents, regulatory exclusivity or a period of ten years following the first commercial sale of the Licensed Product.

Unless earlier terminated, the Novartis Agreement will remain in effect on a Licensed Product-by-Licensed Product and country-by-country basis until the expiration of a defined royalty term for each Licensed Product and country. Novartis has the right to terminate the Novartis Agreement without cause by providing advance notice to the Company. Either party may terminate the Novartis Agreement for material breach by the other party and a failure to cure such breach within the time period specified in the Novartis Agreement. The Company may also terminate the Novartis Agreement in the event that Novartis brings a challenge to our patents.

The Company assessed the Novartis Agreement in accordance with ASC 606 and concluded that the promises in the agreement represent transactions with a customer. The Company has determined that the promises associated with the research and development activities for each of the targets are not distinct because they are all based on the ARCUS proprietary genome editing platform. The Company has concluded that the agreement with Novartis contains the following promises: (i) license of intellectual property; (ii) performance of research and development (“R&D”) services, and (iii) Joint Steering Committee (“JSC”) participation. The Company determined that the license of intellectual property and R&D services were not distinct from each other, as the license and R&D services are highly interdependent upon one another. The JSC participation was determined to be an immaterial promise as the time commitment and related cost associated with performance of JSC participation is expected to be inconsequential to the total consideration in the contract. As such, the Company determined that these promises should be combined into a single performance obligation.

The Company recognizes revenue from the $50.0 million upfront cash payment, $13.4 million allocated to the transaction price from the Novartis Stock Purchase Agreement, and variable consideration on an input method in the form of research effort relative to expected research effort at the completion of the performance obligation, which is based on the actual hours of research work performed relative to expected hours of research work to be incurred in the future to satisfy the performance obligation. Management will evaluate and adjust the total expected research effort for the performance obligation on a quarterly basis based upon actual research hours incurred to date relative to research hour forecasts. The transfer of control occurs over this time period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation.

During the year ended December 31, 2022, the Company recognized revenue under the Novartis Agreement of $9.5 million. Deferred revenue related to the Novartis Agreement amounted to $54.2 million as of December 31, 2022, of which $27.9 million, was included in current liabilities within the consolidated balance sheets.

Development and License Agreement with Eli Lilly

On November 19, 2020, the Company entered into a development and license agreement, subsequently amended by the First Amendment to the Development and License Agreement dated August 9, 2021 (as amended, the “Lilly Agreement”) with Eli Lilly and Company (“Lilly”) to collaborate to discover and develop in vivo gene editing products incorporating the Company’s ARCUS nucleases to utilize ARCUS for the research and development of potential in vivo therapies for genetic disorders. Lilly has initially nominated Duchenne muscular dystrophy, a liver-directed target and a central nervous system directed target. Under the terms of the Development and License Agreement, Lilly has the right to nominate up to three additional gene targets for genetic disorders over the initial nomination period of four years. Lilly may extend the nomination period for an additional two years from the date on which such initial Nomination Period ends, upon Lilly’s election and payment of an extension fee. Additionally, under the terms of the Lilly Agreement, Lilly has the option to replace up to two gene targets upon Lilly’s election and payment of a replacement target fee. Under the terms of the Lilly Agreement, Lilly received an exclusive license to research, develop, manufacture and commercialize the resulting licensed products to diagnose, prevent and treat any and all diseases by in vivo gene editing directed against the applicable gene target. The Lilly Agreement provides that the Company will be responsible for conducting certain pre-clinical research and investigational new drug application (“IND”) enabling activities with respect to the gene targets nominated by Lilly to be subject to the collaboration, including manufacture of initial clinical trial material for the first licensed product. Lilly will be responsible for, and must use commercially reasonable efforts with respect to, conducting clinical development and commercialization activities for licensed products resulting from the collaboration, and may engage the Company for additional clinical and/or initial commercial manufacture of licensed products.

In connection with the closing of the Lilly Agreement on January 6, 2021, the Company received an upfront cash payment of $100.0 million. The Company will also be eligible to receive milestone payments of up to an aggregate of $420.0 million per licensed product as well as nomination fees for additional targets and certain research funding. If licensed products resulting from the collaboration are approved and sold, the Company will also be entitled to receive tiered royalties ranging from the mid-single digit percentages to the low-teens percentages on world-wide net sales of the licensed products, subject to customary potential reductions. Lilly’s obligation to

pay royalties to the Company expires on a country-by-country and licensed product-by-licensed product basis, upon the latest to occur of certain events related to expiration of patents, regulatory exclusivity or a period of ten years following first commercial sale of the licensed product. Simultaneously with the entry into the Lilly Agreement, the Company and Lilly entered into a Share Purchase Agreement (the “Lilly Share Purchase Agreement”), pursuant to which Lilly purchased 3,762,190 shares of the Company’s common stock for a purchase price of $35.0 million. Management concluded that the Lilly Share Purchase Agreement was to be combined with the Lilly Agreement for accounting purposes. Of the total $135.0 million upfront compensation, the Company applied equity accounting guidance to measure the $27.7 million recorded in equity upon the issuance of the shares, and $107.3 million was identified as the transaction price allocated to the revenue arrangement.

The Company assessed this arrangement in accordance with ASC 606 and concluded that the promises in the agreement represent transactions with a customer. The Company has determined that the promises associated with the research and development activities for each of the targets are not distinct because they are all based on the ARCUS proprietary genome editing platform. The Company has concluded that the agreement with Lilly contains the following promises: (i) license of intellectual property; (ii) performance of R&D services, (iii) the manufacture of pre-clinical supply, (iv) JSC Participation, and (v) regulatory responsibilities. The Company determined that the license of intellectual property, R&D services, manufacture of pre-clinical development material, and regulatory responsibilities were not distinct from each other, as the license, R&D services, pre-clinical supply, and regulatory responsibilities are highly interdependent upon one another. The JSC participation was determined to be an immaterial promise as the time commitment and related cost associated with performance of JSC participation is expected to be inconsequential to the total consideration in the contract. As such, the Company determined that these promises should be combined into a single performance obligation.

The Company recognizes revenue from the $100.0 million upfront cash payment, $7.3 million allocated to the transaction price from the Lilly Share Purchase Agreement, and variable consideration on an input method in the form of research effort relative to expected research effort at the completion of the performance obligation, which is based on the actual time of R&D activities performed relative to expected time to be incurred in the future to satisfy the performance obligation. Management evaluates and adjusts the total expected research effort for the performance obligation on a quarterly basis based upon actual research progress to date relative to research progress forecasts. The transfer of control occurs over this time period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation.

During the years ended December 31, 2022 and 2021, the Company recognized revenue under the Lilly Agreement of $15.6 million and $21.0 million, respectively. Deferred revenue related to the Lilly Agreement amounted to $74.8 million and $88.3 million as of December 31, 2022 and December 31, 2021, respectively, of which $18.3 million and $21.2 million, respectively, was included in current liabilities within the consolidated balance sheets.

Development and License Agreement with iECURE

In August 2021, the Company entered into a development and license agreement with iECURE (the “iECURE Development and License Agreement”) under which iECURE was to advance the Company’s PBGENE-PCSK9 candidate through the Phase 1 clinical trial in order to gain access to Precision’s PCSK9-directed ARCUS nuclease to develop four other pre-specified gene editing therapies for rare genetic diseases (the “iECURE Agreement”). In conjunction with the iECURE Agreement, the Company also granted iECURE a license to use its PCSK9-directed ARCUS nuclease to insert genes into the PCSK9 locus to develop treatments for four other pre-specified rare genetic diseases, including ornithine transcarbamylase (“OTC”) deficiency, Citrullinemia Type 1 (“CTLN1”), Phenylketonuria (“PKU”), and another program focused on liver disease. Simultaneously with the entry into the iECURE Agreement, the Company and iECURE entered into an Equity Issuance Agreement (the “iECURE Equity Issuance Agreement”), pursuant to which iECURE issued the Company common stock in iECURE as additional consideration for the PCSK9 license. Management concluded that the iECURE Equity Issuance Agreement was to be combined with the iECURE Development and License Agreement (together, the “iECURE Agreements”) for accounting purposes. Additionally, the Company is eligible to receive milestone and mid-single digit to low double digit royalty payments on sales of iECURE products developed with ARCUS.

The fair value of the iECURE equity at inception of the iECURE agreements was assessed to be $0.5 million and was initially recorded to the investment in equity securities line item of the consolidated balance sheets. As further discussed in Note 4, Fair Value Measurements, on issuance, Management elected to account for the iECURE equity at fair value under ASC 825. Accordingly, the Company adjusts the carrying value of the iECURE equity to fair value each reporting period with any changes in fair value recorded to other income (expense). During the year ended December 31, 2022, the Company recorded a $0.5 million decrease in the carrying value of its iECURE equity to adjust to fair value as a result of dilution from iECURE's Series A-1 equity raise in such period. The fair value of the costs to be incurred by iECURE to progress the Company’s PBGENE-PCSK9 candidate through the Phase 1 clinical trial (the “PCSK9 Prepaid”) was assessed to be $17.4 million and was recorded to the prepaid expenses and other assets line items of the consolidated balance sheets. The PCSK9 Prepaid was amortized to research and development expense on a pro-rata basis as iECURE incurred costs to progress the PBGENE-PCSK9 candidate through the Phase 1 clinical trial.

As further discussed in Note 11, Impairment Charges, the remaining unamortized PCSK9 Prepaid was fully impaired during the year ended December 31, 2022 as the Company made the decision to cease pursuit of PBGENE-PCSK9 for FH with iECURE as its partner. Accordingly, there was no PCSK9 Prepaid balance as of December 31, 2022. As of December 31, 2021, the remaining balance of the PCSK9 Prepaid was $13.0 million, which was included in the prepaid expenses and other assets line items of the consolidated balance sheets in the amounts of $10.4 million and $2.6 million, respectively.

During the year ended December 31, 2022, the Company recognized no revenue under the iECURE agreements. During the year ended December 31, 2021, the Company recognized $17.9 million of revenue under the iECURE agreements. During the years ended December 31, 2022 and 2021, the Company recognized $2.1 million and $4.4 million of research and development expense related to amortization of the PCSK9 Prepaid.

Development and Commercial License Agreement with Servier

The Company has developed certain allogeneic CAR T candidates, including PBCAR0191 and the stealth cell PBCAR19B, each targeting CD19, as well as four additional product targets under the Servier Agreement. Pursuant to the terms of the Program Purchase Agreement, the Company regained full global rights to research, develop, manufacture and commercialize products resulting from such programs, with sole control over all activities. Additionally, per the terms of the Program Purchase Agreement the Company does not have an obligation to continue development of the four additional product targets under the Servier Agreement. With respect to products directed to CD19, Servier has certain rights of negotiation, which may be exercised during a specified time period if the Company elects to initiate a process or entertain third party offers for partnering such products.

Pursuant to the terms of the Program Purchase Agreement, the Company made a payment of $1.25 million in cash to Servier and agreed to waive earned milestones totaling $18.75 million that would have been otherwise payable to the Company. The Program Purchase Agreement also requires the Company to make certain payments to Servier based on the achievement of regulatory and commercial milestones for each product, and a low- to mid-single-digit percentage royalty (subject to certain reductions) based on net sales of approved products, if any, resulting from any continued development and commercialization of the programs by the Company, for a period not to exceed ten years after first commercial sale of the applicable product in the United States or certain countries in Europe. If the Company enters into specified product partnering transactions, the Program Purchase Agreement requires the Company to pay to Servier a portion of certain consideration received pursuant to such product partnering transactions in lieu of the foregoing milestones (with the exception of a one-time clinical phase development milestone) and royalties. For additional discussion of accounting for payment obligations arising from the Program Purchase Agreement, refer to Note 6, Commitments and Contingencies.

The Company did not recognize any revenue under the Servier Agreement during the year ended December 31, 2022. During the year ended December 31, 2021, the Company recognized revenue under the Servier Agreement of approximately $72.9 million. The Company did not have deferred revenue related to the Servier Agreement as of December 31, 2022 or December 31, 2021.

Impairment Charges

12 Months Ended

Dec. 31, 2022

Asset Impairment Charges [Abstract]

IMPAIRMENT CHARGES

NOTE 11: IMPAIRMENT CHARGES

During the twelve months ended December 31, 2022, the Company recorded impairment charges of $10.8 million related to the PCSK9 Prepaid as the Company made the decision to cease pursuit of PBGENE-PCSK9 for FH with iECURE as its partner. The impairment charge represents the remaining unamortized balance of the PCSK9 Prepaid.

During the twelve months ended December 31, 2022, the Company recorded intangible asset impairment charges of $0.6 million related to licensed technology rights that are no longer in use. As these licensed technology rights are no longer in use by the Company, the impairment charge represents the remaining unamortized balance of the intangibles.

Elo Transaction

12 Months Ended

Dec. 31, 2022

Deconsolidation Of Subsidiary [Abstract]

Elo Transaction

NOTE 12: ELO TRANSACTION

In December 2021, the Company and its then wholly owned subsidiary, Elo Life Systems, Inc., entered into an agreement with a syndicate of investors, pursuant to which the Company contributed substantially all of the assets of Elo Life Systems, Inc. to a newly formed entity (the “Elo Transaction”). In connection with the Elo Transaction, the Company granted the newly formed entity ("New Elo") an exclusive license to certain of the Company’s intellectual property for use in non-medical applications with respect to plants, farm animals and certain other organisms. In addition, all of the Company’s employees in its former food segment, including its management, became employees of New Elo.

Investment in New Elo

As partial consideration for the assets contributed and license granted by the Company to New Elo, the Company received Common Stock in New Elo. Upon the closing of the Elo Transaction, the Company owned approximately 55% of New Elo's voting shares. It was determined that the noncontrolling shareholders of New Elo have substantive rights to participate in the financial and operating decisions of New Elo. As such, it was determined that the Company does not possess control over New Elo or have significant decision-making authority. Accordingly, New Elo was not consolidated in the Company’s financial statements. However, it was determined that the Company possesses the ability to exercise significant influence over the operating and financial policies of New Elo. As such, the Company accounts for its investment in New Elo under the equity method.

In the year ended December 31, 2022, New Elo issued additional shares to a syndicate of investors (the "New Elo Issuance") that diluted the Company's ownership to 37% of New Elo's voting shares. Prior to the New Elo Issuance, the Company's Investment in New Elo had no carrying value as the cumulative proportionate share of New Elo's net loss exceeded the initial carrying value of the Investment in New Elo. Accordingly, the Company recorded a gain of $4.7 million in the year ended December 31, 2022 as a result of the increase in the Company's proportionate share of New Elo's net assets.

The Company’s proportionate share of New Elo’s net loss for the year ended December 31, 2022 was $6.3 million. The Company’s proportionate share of New Elo’s net income for the year ended December 31, 2021 was $0.2 million.

The following represents a reconciliation of the Company's Investment in New Elo for the year ended December 31, 2022:


(in thousands)	Investment in New Elo
Balance as of December 31, 2021	$	3,751
Gain from New Elo Issuance		4,743
Proportionate share of New Elo losses		(6,322	)
Balance as of December 31, 2022	$	2,172

Note Receivable

As partial consideration for the assets contributed and license granted by the Company to New Elo, the Company received a $10.0 million promissory note payable from New Elo (the “Note Receivable”). The Note Receivable matures on the earlier of (i) December 1, 2028 or (ii) a Deemed Liquidation Event (as defined in the New Elo’s Amended and Restated Certificate of Incorporation). The Note accrues interest at 2.00% per annum and is payable annually in December.

As of December 31, 2022, the carrying value of the Note Receivable was $7.2 million. The $2.8 million discount on the Note Receivable will be amortized to interest income over the life of the Note.

Gain on Deconsolidation of Subsidiary

The $6.0 million gain on deconsolidation of subsidiary recorded in the year ended December 31, 2021 was determined based on the difference between the $4.4 million book value of the net assets that the Company contributed to New Elo and the $10.4 million combined fair value of the Note and the Company’s ownership in New Elo as of December 17, 2021.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 13: INCOME TAXES

The Company recorded no federal or state income tax expense and due to the operating losses incurred for the years ended December 31, 2022 and December 31, 2021.

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


	Years Ended December 31,
	2022			2021
Noncurrent deferred tax assets:
Net operating loss carryforwards	$	36,457		$	41,162
Contribution carryforwards		48			48
Lease liability		1,120			1,526
Deferred revenue		30,022			20,294
Capitalized R&D costs		15,893			—
Other assets		14,279			11,647
Tax credits		24,721			20,942
Less: valuation allowance		(121,372	)		(94,071	)
Total deferred tax assets, noncurrent		1,168			1,548

Noncurrent deferred tax liability:
Investments and other		476			587
Right of use asset		692			961
Total deferred tax liabilities, noncurrent		1,168			1,548
Net deferred tax assets	$	—		$	—

As of December 31, 2022 and December 31, 2021, the Company has provided a valuation allowance for the full amount of the net deferred tax assets as the realization of the net deferred tax assets is not determined to be more likely than not. The net increase in the valuation allowance for the year ended December 31, 2022 of $27.3 million is comprised of an increase in the valuation allowance recorded against the deferred tax assets, primarily related to tax credits and net operating loss ("NOL") carryforwards for the year.

The reasons for the difference between actual income tax benefit for the years ended December 31, 2022 and December 31, 2021 and the amount computed by applying the statutory federal income tax rate to losses before income tax benefit are as follows (in thousands):


	Year Ended December 31, 2022						Year Ended December 31, 2021
	Amount			% of Pre-Tax Loss			Amount			% of Pre-Tax Loss
Income tax expense at statutory rate	$	(23,444	)		21.0	%	$	(6,677	)		21.8	%
State income taxes, net of federal tax benefit		(250	)		0.2	%		(634	)		2.1	%
Non-deductible expenses		33			0.0	%		121			(0.4	%)
Stock compensation - nondeductible		599			(0.5	%)		(2,094	)		6.8	%
Stock compensation - forfeitures		2,233			(2.0	%)		—			0.0	%
R&D and orphan drug credits		(3,790	)		3.4	%		(5,239	)		17.1	%
Other		314			(0.3	%)		567			(1.9	%)
Change in state tax rate		(3,004	)		2.7	%		(843	)		2.8	%
Change in valuation allowance		27,309			(24.5	%)		14,799			(48.3	%)
Income tax (benefit) expense	$	—			0.0	%	$	—			0.0	%

As of December 31, 2022, the Company had federal and state NOL carryforwards of approximately $159.5 million and $119.1 million respectively. As of December 31, 2021, the Company had federal, state, and foreign NOL carryforwards of approximately $181.0 million, $122.2 million, and $0.4 million, respectively. The tax benefit recognized in 2022 related to NOL carryforwards was approximately $4.4 million.

The federal NOL carryforward million carries forward indefinitely. The state NOL carryforwards begin to expire in 2027. As of December 31, 2022, the Company had federal and state R&D tax credits of $13.2 million and an amount less than $0.1 million, which begin to expire in 2027 and 2030, respectively. As of December 31, 2021, the Company had federal and state tax R&D credits of $11.4 million and an amount less than $0.1 million. As of December 31, 2022 and December 31, 2021, the Company had federal

Orphan Drug credits of $11.6 million and $9.5 million, respectively, which begin to expire in 2038. As of December 31, 2022 and December 31, 2021, the Company had federal contribution carryforwards of $0.2 million which began to expire in 2022.

The Company’s ability to utilize its NOL and R&D credit carryforwards may be substantially limited due to ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the Code), as well as similar state provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change,” as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups. The Company has not completed a study to assess whether one or more ownership changes have occurred since the Company became a loss corporation under the definition of Section 382. If the Company has experienced an ownership change, utilization of the NOL or R&D credit carryforwards would be subject to an annual limitation, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any such limitation may result in the expiration of a portion of the NOL or R&D credit carryforwards before utilization. Until a study is completed and any limitation known, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any possible limitation will have an impact on the results of operations of the Company.

The Company reflects in the accompanying consolidated financial statements the benefit of positions taken in a previously filed tax return or expected to be taken in a future tax return only if it is considered ‘more-likely-than-not’ that the position taken will be sustained by the appropriate taxing authority. As of December 31, 2022 and December 31, 2021, the Company had no unrecognized income tax benefits. The Company’s policy for recording interest and penalties relating to uncertain income tax positions is to record them as a component of income tax expense in the accompanying consolidated statements of operations. As of December 31, 2022 and December 31, 2021, the Company had no such accruals.

In November 2021, North Carolina enacted the 2021 Appropriations Act, which included a gradual corporate income tax rate decrease from the current 2.5% to 0% by 2030. Due to the uncertainty of projecting income through 2030, the Company calculated, before consideration of the valuation allowance, its North Carolina net operating losses using the current 2.5% rate which is in effect through 2024. The Company will continue to monitor its future North Carolina taxable income and its ability to utilize its deferred tax asset for its net operating loss carryover. If the Company does not become profitable in North Carolina prior to 2025, or it becomes more certain that the Company will not be able to utilize its North Carolina net operating losses before the tax rate drops to 0%, the Company will then remeasure its deferred tax asset at that time.

The TCJA of 2017 subjects a U.S. shareholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognized deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected to account for GILTI in the year the tax is incurred. The Company does not have a GILTI inclusion in years ends December 31, 2021 or December 31, 2021 and therefore, no GILTI tax has been recorded for the years then ended.

- 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
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-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
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 30
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-Paragraph 2
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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

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

NET LOSS PER SHARE

NOTE 14: NET LOSS PER SHARE

The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect of inclusion would be to reduce the net loss per share. 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.


	Years Ended December 31,
	2022			2021
Net loss (in thousands)	$	(111,637	)	$	(30,602	)
Weighted average shares outstanding - basic and diluted		87,898,498			58,688,102
Net loss per share - basic and diluted		(1.27	)		(0.52	)

The following weighted-average common stock equivalents were excluded from the calculation of diluted loss per share because their inclusion would have been anti-dilutive:


	Years Ended December 31,
	2022		2021
Unvested Restricted Stock Units		2,199,013		430,026
Stock Options		2,376,666		4,626,930
Unsettled ESPP Contributions		61,337		12,550
Total common stock equivalents excluded from diluted net loss per share		4,637,016		5,069,506

Segment Reporting

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

SEGMENT REPORTING

NOTE 15: SEGMENT REPORTING

The Company has determined that the Chief Executive Officer (“CEO”) is the Company’s chief operating decision maker (“CODM”) as the CEO makes decisions as it relates to allocation of resources and key market strategies. The CODM reviews financial information presented on a consolidated basis. Additionally, resource allocation and key market strategy decisions are made by the CODM based on consolidated results. As such, it was concluded that the Company operates as one segment.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Description of Business and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

Use of Estimates

Basis of Presentation

Certain immaterial amounts from the prior year have been reclassified to conform to current year presentation.

Cash and Cash Equivalents

Concentrations of Credit Risk

Property, Equipment and Software

The depreciation and amortization periods for the Company’s significant PP&E categories are as follows:




Laboratory equipment	5 to 7 years
Furniture and fixtures and office equipment	3 to 5 years
Leasehold improvements	Lesser of remaining lease term or useful life

Repairs and maintenance are charged to operations as incurred, and expenditures for additions and improvements that extend the useful life of the asset are capitalized.

Intangible Assets

Impairment of Long-Lived Assets

Impairment Charges

Fair Value Measurements

•

Level 1 - Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities

•

Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly

•

Level 3 - Unobservable inputs for which there is little or no market date, which require the Company to develop its own assumptions

Investments in Equity Securities / Equity Method

Investments in Equity Securities

As of December 31, 2022 and December 31, 2021 the Company held common stock in iECURE with a fair value of $2.6 million and $3.1 million, respectively.

Investments under the Equity Method

Leases

Revenue Recognition for Contracts with Customers

The Company’s revenues are generated primarily through collaborative research, license, development and commercialization agreements.

For additional discussion of accounting for collaboration revenues, see Note 10, Collaboration and License Agreements.

Research and Development

Comprehensive Loss

Net Loss Per Share

Share-Based Compensation

The fair value of each restricted stock unit is determined based on the closing market price of the Company’s common stock on the date of grant.

Income Taxes

Accounting Standards Updates

Description of Business and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Depreciation and Amortization Periods for Property, Equipment and Software

The depreciation and amortization periods for the Company’s significant PP&E categories are as follows:




Laboratory equipment	5 to 7 years
Furniture and fixtures and office equipment	3 to 5 years
Leasehold improvements	Lesser of remaining lease term or useful life

Property, Equipment and Software (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of PP&E

PP&E consisted of the following as of December 31 (in thousands):


	2022		2021
Construction in progress	$	533	$	3,042
Leasehold improvements		22,955		22,784
Software		442		312
Laboratory equipment		23,459		19,291
Office equipment		1,594		1,371
Furniture and fixtures		2,295		2,268
Total property, equipment and software		51,278		49,068
Less accumulated depreciation and amortization		31,088		23,914
Property, equipment and software - net	$	20,190	$	25,154

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, Net

Intangible assets, net, consisted of the following as of December 31 (in thousands):


	2022			2021
License cost	$	2,581		$	2,581
Less: accumulated amortization		(521	)		(415	)
Less: impairments		(712	)		(118	)
Intangible assets, net		1,348			2,048

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]

Schedule of Assets Measured at Fair Value on Recurring Basis

The following represents assets measured at fair value on a recurring basis by the Company (in thousands):


December 31, 2022	Fair Value		Level 1		Level 2		Level 3
Assets:
Money market funds	$	868	$	868	$	—	$	—
Repurchase agreements		40,000		—		40,000		—
Investment in iECURE		2,576		—		—		2,576
	$	43,444	$	868	$	40,000	$	2,576

Liabilities:
Final payment fee	$	199	$	—	$	199	$	—
	$	199	$	—	$	199	$	—


December 31, 2021	Fair Value		Level 1		Level 2		Level 3
Money market funds	$	12	$	12	$	—	$	—
Investment in iECURE		3,091		—		—		3,091
	$	3,103	$	12	$	—	$	3,091

Summary of Financial Assets Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs


	Investment in iECURE
Balance December 31, 2021	$		3,091
Acquisitions		—
Losses included in earnings			(515	)
Dispositions		—
Balance December 31, 2022	$		2,576

- Definition

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

+ References + Details

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Components of Lease Expense

The elements of lease expense were as follows:


	For the Years Ended December 31,
(in thousands)	2022			2021
Lease Cost
Operating lease cost	$	1,644		$	1,951
Short-term lease cost	563			342
Variable lease cost	746				1,131
Total Lease Cost	$	2,953		$	3,424

Other Information
Operating cash flows used for operating leases		2,264			2,649
Operating lease liabilities arising from obtaining right-of-use assets	—			—

Operating Leases
Weighted average remaining lease term (in years)		2.9			3.7

Operating Leases
Weighted average discount rate		7.7	%		7.8	%

Schedule of Future Lease Payments under Non-Cancelable Leases

Future lease payments under non-cancelable operating leases with terms of greater than one year as of December 31, 2022, were as follows:


(in thousands)	December 31, 2022
2023	$	2,323
2024		1,594
2025		529
2026		545
2027		372
Total lease payments		5,363
Less: imputed interest		550
Total operating lease liabilities	$	4,813

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense

The Company recorded employee and nonemployee share-based compensation expense as follows (in thousands):


	Years Ended December 31,
	2022		2021
Employee	$	15,921	$	14,963
Nonemployee		3,276		1,551
	$	19,197	$	16,514

Schedule of Stock-Based Compensation Expense

Share-based compensation expense is included in the following line items in the consolidated statements of operations (in thousands):


	Years Ended December 31,
	2022		2021
Research and development	$	7,973	$	9,101
General and administrative		11,224		7,413
	$	19,197	$	16,514

Schedule of Stock Options Valuation Assumptions Using a Black-Scholes Option Pricing Model

The fair value of each stock option grant is estimated using a Black-Scholes option-pricing model on the date of grant as follows:


	Years Ended December 31,
	2022			2021
Estimated dividend yield		0.00	%		0.00	%
Weighted-average expected stock price volatility		79.66	%		73.02	%
Weighted-average risk-free interest rate		2.57	%		1.07	%
Expected term of options (in years)		6.07			6.25
Weighted-average fair value per option	$	1.86		$	6.91

Summary of Activity of Option Plans

The following table summarizes activity in the Company’s stock option plans for the years ended December 31, 2021 and December 31, 2022 :


	Outstanding Option Shares			Weighted- Average Exercise Price
Balance as of December 31, 2020		10,544,270			7.88
Granted		2,831,025			10.62
Exercised		(1,997,700	)		3.40
Forfeited/canceled		(1,457,281	)		9.84
Balance as of December 31, 2021		9,920,314			9.28
Granted		6,713,764			2.69
Exercised		(335,439	)		1.17
Forfeited/canceled		(2,575,787	)		8.66
Balance as of December 31, 2022		13,722,852			6.37

Summary of Restricted Stock Unit Activity

The following table summarizes the Company’s RSU activity for the years ended December 31, 2021 and December 31, 2022:


	RSU Awards			Weighted-Average Grant Date Fair Value
Unvested RSUs as of December 31, 2020	—			—
Granted		849,780			11.30
Forfeited		(76,277	)		11.34
Vested	—			—
Unvested RSUs as of December 31, 2021		773,503			11.29
Granted		3,327,107			2.62
Forfeited		(193,003	)		7.14
Vested		(288,323	)		11.21
Unvested RSUs As of December 31, 2022		3,619,284			3.55

Summary of Stock Options Granted under the Stock Option Plans are Vested or Expected to Vest

The following table summarizes certain information about stock options granted under the stock option plans which are vested or expected to vest as of December 31, 2022 and December 31, 2021.


Years Ended December 31,		Number of Options		Weighted- Average Remaining Contractual Life (in years)		Weighted- Average Exercise Price
2022	Expected to be exercisable		13,722,852		7.77	$	6.37
2022	Currently exercisable		5,289,519		5.84	$	9.19
2021	Expected to be exercisable		9,920,314		7.47	$	9.28
2021	Currently exercisable		4,840,006		6.09	$	8.83

Summary of Stock Options Outstanding under the Stock Option Plans

The following table summarizes certain information about stock options outstanding under the stock option plans for the years ended December 31, 2022 and December 31, 2021, respectively:


Year Ended December 31, 2022
Exercise price	Number of Options Outstanding		Weighted- Average Remaining Life		Number of Options Exercisable
$0.02 - $1.55		2,027,527		7.82		616,558
$1.68 - $3.34		2,441,283		9.35		5,842
$4.08 - $4.56		2,219,603		9.07		1,424
$5.67 - $9.69		3,529,976		6.98		2,095,318
$10.17 - $16.00		3,504,463		6.61		2,570,377
		13,722,852				5,289,519


Year Ended December 31, 2021
Exercise price	Number of Options Outstanding		Weighted- Average Remaining Life		Number of Options Exercisable
$0.02 - $1.20		878,460		4.28		878,460
$5.67-$6.31		1,330,901		8.18		477,574
$6.45 - $9.79		3,025,794		8.56		1,010,298
$10.17-$12.52		2,828,331		7.36		1,237,568
$12.60-$16.00		1,856,828		6.88		1,236,106
		9,920,314				4,840,006

Elo Transaction (Tables)

12 Months Ended

Dec. 31, 2022

Deconsolidation Of Subsidiary [Abstract]

Summary of Reconciliation of Company's Investment

The following represents a reconciliation of the Company's Investment in New Elo for the year ended December 31, 2022:


(in thousands)	Investment in New Elo
Balance as of December 31, 2021	$	3,751
Gain from New Elo Issuance		4,743
Proportionate share of New Elo losses		(6,322	)
Balance as of December 31, 2022	$	2,172

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets and Liabilities

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


	Years Ended December 31,
	2022			2021
Noncurrent deferred tax assets:
Net operating loss carryforwards	$	36,457		$	41,162
Contribution carryforwards		48			48
Lease liability		1,120			1,526
Deferred revenue		30,022			20,294
Capitalized R&D costs		15,893			—
Other assets		14,279			11,647
Tax credits		24,721			20,942
Less: valuation allowance		(121,372	)		(94,071	)
Total deferred tax assets, noncurrent		1,168			1,548

Noncurrent deferred tax liability:
Investments and other		476			587
Right of use asset		692			961
Total deferred tax liabilities, noncurrent		1,168			1,548
Net deferred tax assets	$	—		$	—

Reconciliation of Federal Statutory Income Tax Rate and Income Tax Benefit


	Year Ended December 31, 2022						Year Ended December 31, 2021
	Amount			% of Pre-Tax Loss			Amount			% of Pre-Tax Loss
Income tax expense at statutory rate	$	(23,444	)		21.0	%	$	(6,677	)		21.8	%
State income taxes, net of federal tax benefit		(250	)		0.2	%		(634	)		2.1	%
Non-deductible expenses		33			0.0	%		121			(0.4	%)
Stock compensation - nondeductible		599			(0.5	%)		(2,094	)		6.8	%
Stock compensation - forfeitures		2,233			(2.0	%)		—			0.0	%
R&D and orphan drug credits		(3,790	)		3.4	%		(5,239	)		17.1	%
Other		314			(0.3	%)		567			(1.9	%)
Change in state tax rate		(3,004	)		2.7	%		(843	)		2.8	%
Change in valuation allowance		27,309			(24.5	%)		14,799			(48.3	%)
Income tax (benefit) expense	$	—			0.0	%	$	—			0.0	%

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted


	Years Ended December 31,
	2022			2021
Net loss (in thousands)	$	(111,637	)	$	(30,602	)
Weighted average shares outstanding - basic and diluted		87,898,498			58,688,102
Net loss per share - basic and diluted		(1.27	)		(0.52	)

Schedule of Common Share Equivalent Securities Excluded from Calculation of Diluted loss per share

The following weighted-average common stock equivalents were excluded from the calculation of diluted loss per share because their inclusion would have been anti-dilutive:


	Years Ended December 31,
	2022		2021
Unvested Restricted Stock Units		2,199,013		430,026
Stock Options		2,376,666		4,626,930
Unsettled ESPP Contributions		61,337		12,550
Total common stock equivalents excluded from diluted net loss per share		4,637,016		5,069,506

Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Date of incorporation	Jan. 26, 2006
Net income loss	$ 111,637,000	$ 30,602,000
Retained earnings accumulated deficit	428,312,000	316,675,000
Investments under equity method carrying amount	$ 0
Revenue recorded included in deferred revenue		$ 15,400,000
Tax benefits recognized,likelihood upon ultimate settlement	The tax benefits recognized in the consolidated financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
Annual gross revenues	$ 1,235,000,000
Issued nonconvertible debt	1,000,000,000.0
New Elo \| Promissory Note
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Notes received	$ 10,000,000.0
Minimum \| Investments under Equity Method
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Voting interests of the investee	20.00%
Maximum [Member]
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Revenue recognition for changes in total estimated time to be incurred in the future to satisfy the performance obligation	$ 5,900,000
Market value of common stock not held by non-affiliates	$ 700,000,000
Eli Lilly and Company
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Revenue	62.00%	18.00%
Deferred Revenue	58.00%
Servier
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Revenue		63.00%
Novartis
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Revenue	38.00%
Deferred Revenue	42.00%
iECURE
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Investment in equity securities	$ 2,600,000	$ 3,100,000

Description of Business and Summary of Significant Accounting Policies - Schedule of Depreciation and Amortization Periods of Property, Equipment and Software (Details)	12 Months Ended
	Dec. 31, 2022
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Leasehold improvements	Lesser of remaining lease term or useful life
Laboratory Equipment \| Minimum
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Property plant and equipment useful life	5 years
Laboratory Equipment \| Maximum [Member]
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Property plant and equipment useful life	7 years
Furniture and Fixtures and Office Equipment \| Minimum
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Property plant and equipment useful life	3 years
Furniture and Fixtures and Office Equipment \| Maximum [Member]
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
Property plant and equipment useful life	5 years

Property, Equipment and Software - Schedule of PP&E (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Total property, equipment and software	$ 51,278	$ 49,068
Less accumulated depreciation and amortization	31,088	23,914
Property, equipment and software - net	20,190	25,154
Construction in Progress
Property Plant And Equipment [Line Items]
Total property, equipment and software	533	3,042
Leasehold Improvements
Property Plant And Equipment [Line Items]
Total property, equipment and software	22,955	22,784
Software
Property Plant And Equipment [Line Items]
Total property, equipment and software	442	312
Laboratory Equipment
Property Plant And Equipment [Line Items]
Total property, equipment and software	23,459	19,291
Office Equipment
Property Plant And Equipment [Line Items]
Total property, equipment and software	1,594	1,371
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Total property, equipment and software	$ 2,295	$ 2,268

Property, Equipment and Software - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Depreciation and amortization	$ 7,798	$ 8,981
Property, Equipment, Leasehold Improvements and Software
Property Plant And Equipment [Line Items]
Depreciation and amortization	$ 7,700	$ 8,900

Intangible Assets - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
License cost	$ 2,581	$ 2,581
Less: accumulated amortization	(521)	(415)
Less: impairments	(712)	(118)
Intangible assets, net	$ 1,348	$ 2,048

Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Amortization of intangible assets	$ 0.1
Intangible assets amortization expense 2027 and beyond	0.9
Maximum
Amortization of intangible assets		$ 0.1
Intangible assets amortization expense for 2023	0.1
Intangible assets amortization expense for 2024	0.1
Intangible assets amortization expense for 2025	0.1
Intangible assets amortization expense for 2026	$ 0.1

Fair Value Measurements - Schedule of Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 43,444	$ 3,103
Liabilities	199
Repurchase Agreements
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	40,000
Investment in iECURE
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	2,576	3,091
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	868	12
Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	40,000
Liabilities	199
Level 2 \| Repurchase Agreements
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	40,000
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	2,576	3,091
Level 3 \| Investment in iECURE
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	2,576	3,091
Final Payment Fee [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	199
Final Payment Fee [Member] \| Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	199
Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	868	12
Money Market Funds \| Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 868	$ 12

Fair Value Measurements - Additional information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
I E C U R E [Member] \| Equity Issuance Agreement [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Investment in equity securities	$ 0.5
Revolving Credit Facility [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Change in fair value	$ 0.1

Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
Balance December 31, 2021	$ 3,091
Losses included in earnings	$ (515)
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value, Option, Changes in Fair Value, Gain (Loss)
Balance December 31, 2021	$ 2,576

Debt - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended			12 Months Ended
	Jul. 31, 2022	May 31, 2022	Dec. 31, 2021	Dec. 31, 2022	May 31, 2021
Debt Instrument [Line Items]
Interest rate during period				8.25%
Effective interest rate				9.27%
Elo Loan
Debt Instrument [Line Items]
Loan amount					$ 2.5
Pacific Western Loan Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate principal amount					$ 30.0
Proceeds from lines of credit		$ 20.0	$ 2.5
Borrowings				$ 22.5
Unamortized revolving line debt discount balance				$ 0.3
Seventh Amendment to Revolving Line \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis point added to the prime rate		0.75%
Maturity of line of credit	Jun. 23, 2024
Milestone amount received	$ 100.0
Seventh Amendment to Revolving Line \| Minimum \| Revolving Credit Facility
Debt Instrument [Line Items]
Required balance of unrestricted cash at bank	$ 10.0
Interest rate during period		4.25%

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Apr. 09, 2021	Dec. 31, 2022	Dec. 31, 2021
Commitments And Contingencies [Line Items]
Contract liabilities		$ 0	$ 0
Supply Agreements
Commitments And Contingencies [Line Items]
Agreement termination notice period		1 year
Research and Development Expense
Commitments And Contingencies [Line Items]
Contract liabilities		$ 10,000	$ 10,000
Maximum [Member]
Commitments And Contingencies [Line Items]
Product development and commercialization period	10 years

Commitments and Contingencies - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Lease Cost
Operating lease cost	$ 1,644	$ 1,951
Short-term lease cost	563	342
Variable lease cost	746	1,131
Total Lease Cost	2,953	3,424
Other Information
Operating cash flows used for operating leases	$ 2,264	$ 2,649
Weighted average remaining lease term (in years)	2 years 10 months 24 days	3 years 8 months 12 days
Weighted average discount rate	7.70%	7.80%

Commitments and Contingencies - Schedule of Future Lease Payments under Non-Cancelable Leases (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2023	$ 2,323
2024	1,594
2025	529
2026	545
2027	372
Total lease payments	5,363
Less: imputed interest	550
Total operating lease liabilities	$ 4,813

Stockholders' Equity - Additional Information (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Apr. 01, 2019
Stockholders' Equity Note [Abstract]
Common and preferred stocks, shares authorized			210,000,000
Common stock, shares authorized	200,000,000	200,000,000	200,000,000
Common stock, par value	$ 0.000005	$ 0.000005	$ 0.000005
Preferred stock, shares authorized	10,000,000	10,000,000	10,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001

Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Mar. 12, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding		13,722,852	9,920,314	10,544,270
Share based compensation expense		$ 19,197	$ 16,514
Intrinsic value of Stock options exercised		700	$ 15,500
Unrecognized compensation cost		$ 31,500
Weighted-average period for recognition of compensation cost		2 years 4 months 24 days
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSU outstanding		3,619,284	773,503
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross		3,327,107	849,780
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Fair Value		$ 8,700
ESPP
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation expense		$ 200	$ 300
2006 and 2015 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Remaining shares available to be granted		0
Options outstanding		1,932,584
2019 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding		8,841,134
Number of shares available for issuance	4,750,000	6,589,999
Number of shares available to be issued		231,039
Allowed annual percentage increase in shares authorized as percentage of outstanding shares of common stock	4.00%
2019 Plan \| Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSU outstanding		3,419,830
2019 ESPP
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Remaining shares available to be granted		1,724,712
Allowed annual percentage increase in shares authorized as percentage of outstanding shares of common stock	1.00%
Increase in common stock available for issuance		1,647,499
Purchase of common stock through payroll deductions expressed in percentage of fair market value	85.00%
Total number of shares issued under 2019 ESPP		447,787
2019 ESPP \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Remaining shares available to be granted	525,000
Inducement Award Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding		2,949,134
Number of shares available for issuance		5,827,204
Inducement Award Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum shares allowed to be issued under ESPP		9,000,000
Inducement Award Plan \| Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSU outstanding		199,454

Share-Based Compensation - Schedule of Employee and Nonemployee Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 19,197	$ 16,514
Employee
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	15,921	14,963
Nonemployee
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 3,276	$ 1,551

Share-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 19,197	$ 16,514
Stock Option
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	19,197	16,514
Research and Development \| Stock Option
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	7,973	9,101
General and Administrative \| Stock Option
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 11,224	$ 7,413

Share-Based Compensation - Schedule of Stock Options Valuation Assumptions Using a Black-Scholes Option Pricing Model (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Estimated dividend yield	0.00%	0.00%
Weighted-average expected stock price volatility	79.66%	73.02%
Weighted-average risk-free interest rate	2.57%	1.07%
Expected term of options (in years)	6 years 25 days	6 years 3 months
Weighted-average fair value per option	$ 1.86	$ 6.91

Share-Based Compensation - Summary of Activity of Option Plans (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Outstanding Option Shares, Beginning Balance	9,920,314	10,544,270
Option, Granted	6,713,764	2,831,025
Option, Exercised	(335,439)	(1,997,700)
Option, Forfeited/cancelled	(2,575,787)	(1,457,281)
Outstanding Option Shares, Ending Balance	13,722,852	9,920,314
Weighted-Average Exercise Price Outstanding at Beginning Balance	$ 9.28	$ 7.88
Weighted-Average Exercise Price, Granted	2.69	10.62
Weighted-Average Exercise Price, Exercised	1.17	3.40
Weighted-Average Exercise Price, Forfeited/canceled	8.66	9.84
Weighted-Average Exercise Price Outstanding at Ending Balance	$ 6.37	$ 9.28

Share-Based Compensation - Summary of Activity of RSUs (Details) - Restricted Stock Units - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Granted	3,327,107	849,780
Forfeited	(193,003)	(76,277)
Vested	288,323
Unvested RSUs, Ending Balance	3,619,284	773,503
Weighted-Average Grant Date Fair Value, Beginning Balance	$ 11.29
Weighted-Average Grant Date Fair Value, Granted	2.62	$ 11.30
Weighted-Average Grant Date Fair Value, Forfeited	7.14	11.34
Weighted-Average Grant Date Fair Value, Vested	11.21
Weighted-Average Grant Date Fair Value, Ending Balance	$ 3.55	$ 11.29

Share-Based Compensation - Summary of Stock Options Granted under the Stock Option Plans are Vested or Expected to Vest (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Expected to be exercisable, Number of Options	13,722,852	9,920,314
Currently exercisable, Number of Options	5,289,519	4,840,006
Expected to be exercisable, Weighted-Average Remaining Contractual Life (in years)	7 years 9 months 7 days	7 years 5 months 19 days
Currently exercisable, Weighted-Average Remaining Contractual Life (in years)	5 years 10 months 2 days	6 years 1 month 2 days
Expected to be exercisable, Weighted-Average Exercise Price	$ 6.37	$ 9.28
Currently exercisable, Weighted-Average Exercise Price	$ 9.19	$ 8.83

Share-Based Compensation - Summary of Stock Option Outstanding under the Stock Option Plans (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Number of Options Outstanding	13,722,852	9,920,314
Number of Options Exercisable	5,289,519	4,840,006
$0.02 - $1.55
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise price, lower limit	$ 0.02
Exercise price, upper limit	$ 1.55
Number of Options Outstanding	2,027,527
Weighted- Average Remaining Life	7 years 9 months 25 days
Number of Options Exercisable	616,558
$1.68 - $3.34
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise price, lower limit	$ 1.68
Exercise price, upper limit	$ 3.34
Number of Options Outstanding	2,441,283
Weighted- Average Remaining Life	9 years 4 months 6 days
Number of Options Exercisable	5,842
$4.08 - $4.56
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise price, lower limit	$ 4.08
Exercise price, upper limit	$ 4.56
Number of Options Outstanding	2,219,603
Weighted- Average Remaining Life	9 years 25 days
Number of Options Exercisable	1,424
$5.67 - $9.69
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise price, lower limit	$ 5.67
Exercise price, upper limit	$ 9.69
Number of Options Outstanding	3,529,976
Weighted- Average Remaining Life	6 years 11 months 23 days
Number of Options Exercisable	2,095,318
$10.17 - $16.00
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise price, lower limit	$ 10.17
Exercise price, upper limit	$ 16.00
Number of Options Outstanding	3,504,463
Weighted- Average Remaining Life	6 years 7 months 9 days
Number of Options Exercisable	2,570,377
$0.02 - $1.20
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise price, lower limit		$ 0.02
Exercise price, upper limit		$ 1.20
Number of Options Outstanding		878,460
Weighted- Average Remaining Life		4 years 3 months 10 days
Number of Options Exercisable		878,460
$5.67-$6.31
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise price, lower limit		$ 5.67
Exercise price, upper limit		$ 6.31
Number of Options Outstanding		1,330,901
Weighted- Average Remaining Life		8 years 2 months 4 days
Number of Options Exercisable		477,574
$6.45 - $9.79
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise price, lower limit		$ 6.45
Exercise price, upper limit		$ 9.79
Number of Options Outstanding		3,025,794
Weighted- Average Remaining Life		8 years 6 months 21 days
Number of Options Exercisable		1,010,298
$10.17-$12.52
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise price, lower limit		$ 10.17
Exercise price, upper limit		$ 12.52
Number of Options Outstanding		2,828,331
Weighted- Average Remaining Life		7 years 4 months 9 days
Number of Options Exercisable		1,237,568
$12.60-$16.00
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Exercise price, lower limit		$ 12.60
Exercise price, upper limit		$ 16.00
Number of Options Outstanding		1,856,828
Weighted- Average Remaining Life		6 years 10 months 17 days
Number of Options Exercisable		1,236,106

Retirement Plan - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2022	Dec. 31, 2021
Defined Contribution Plan Disclosure [Line Items]
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent		100.00%
Defined contribution plan, Administrative fees		$ 0.1	$ 0.1
Defined contribution plan, Employer matching contribution percentage of match	100.00%
Defined Contribution Plan, Company made contribution to the retirement plan		$ 0.9	$ 1.0
Maximum [Member]
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan, Employer matching contribution, percent of employees' gross pay		4.00%

Collaboration and License Agreements - Additional Information (Details) - USD ($)				1 Months Ended	12 Months Ended
	Jun. 14, 2022	Apr. 09, 2021	Jan. 06, 2021	Jul. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Aug. 31, 2021
Collaboration and License Agreements [Line items]
Common stock, shares issued					111,774,507	61,712,577
Offering of common stock, net of issuance costs					$ 49,345,000	$ 25,477,000
Revenue					25,098,000	115,529,000
Deferred revenue					46,192,000	21,244,000
Research and development					83,939,000	115,238,000
Prepaid expenses					7,552,000	17,434,000
Revenue recorded included in deferred revenue						15,400,000
iECURE
Collaboration and License Agreements [Line items]
Revenue						17,900,000
Servier \| Program Purchase Agreement
Collaboration and License Agreements [Line items]
Research and development		$ 1,250,000
Waiver of milestone payment		$ 18,750,000
Research and Development Arrangement
Collaboration and License Agreements [Line items]
Prepaid Expense and Other Assets						13,000,000.0
Prepaid expenses						10,400,000
Other Assets						2,600,000
Research and Development Arrangement \| Current Liabilities
Collaboration and License Agreements [Line items]
Deferred revenue					27,900,000
Research and Development Arrangement \| Novartis Pharma AG
Collaboration and License Agreements [Line items]
Upfront cash payment	$ 50,000,000.0
Milestone payments to be received for additional targets	$ 1,400,000,000
Obligation to pay royalties expiry date	10 years
Transaction price from the Stock Purchase Agreement	$ 13,400,000
Revenue					9,500,000
Deferred revenue related to agreement					$ 54,200,000
Research and Development Arrangement \| Novartis Pharma AG \| Stock Purchase Agreement
Collaboration and License Agreements [Line items]
Upfront cash payment				$ 50,000,000.0
Sale of stock, number of shares issued in transaction	12,407,440
Aggregate purchase price	$ 25,000,000.0
Sale of stock, price per share	$ 2.01
Percentage of premium over the volume-weighted-average-price of the company’s common stock	20.00%
Upfront Compensation	$ 75,000,000.0
Equity upon the issuance of the shares	11,600,000
Transaction price allocated to the revenue arrangement	$ 63,400,000
Sale of stock, description of transaction					Pursuant to the Novartis Stock Purchase Agreement, subject to certain exceptions, Novartis may not sell the Novartis Shares without the Company’s approval for a period of two years following the Novartis Effective Date. In addition, for a period of two years following the Novartis Effective Date, Novartis and its affiliates may not (a) effect or otherwise participate in, directly or indirectly, any acquisition of any of our securities or material assets, any tender offer or exchange offer, merger or other business combination or change of control involving the Company, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, or any solicitation of proxies or consents to vote any of the Company’s securities or (b) act with any other person, or publicly disclose any intention, to do any of the foregoing. The Novartis Stock Purchase Agreement also contains customary representations, warranties, and covenants of both parties.
Research and Development Arrangement \| Eli Lilly and Company
Collaboration and License Agreements [Line items]
Upfront cash payment			$ 100,000,000.0
Milestone payments to be received for additional targets			420,000,000.0
Transaction price from the Stock Purchase Agreement			$ 7,300,000
Revenue					$ 15,600,000	21,000,000.0
Deferred revenue related to agreement					74,800,000	88,300,000
Research and Development Arrangement \| Eli Lilly and Company \| Current Liabilities
Collaboration and License Agreements [Line items]
Deferred revenue					18,300,000	21,200,000
Research and Development Arrangement \| Eli Lilly and Company \| Stock Purchase Agreement
Collaboration and License Agreements [Line items]
Common stock, shares issued			3,762,190
Offering of common stock, net of issuance costs			$ 35,000,000.0
Upfront Compensation			135,000,000.0
Equity upon the issuance of the shares			27,700,000
Transaction price allocated to the revenue arrangement			$ 107,300,000
Research and Development Arrangement \| iECURE
Collaboration and License Agreements [Line items]
Revenue					0
Investment in equity securities							$ 500,000
Carrying value of fair value					500,000
Prepaid Expense and Other Assets							$ 17,400,000
Research and development					2,100,000	4,400,000
Development And Commercial License Agreement \| Servier
Collaboration and License Agreements [Line items]
Deferred revenue related to agreement					0	0
Revenue recorded included in deferred revenue					$ 0	$ 72,900,000

Impairment Charges - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Asset Impairment Charges [Abstract]
Impairment charges related to PCSK	$ 10.8
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]	Asset Impairment Charges
Intangible asset impairment charges related to licensed technology rights	$ 0.6

Elo Transaction - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 17, 2021	Dec. 31, 2022	Dec. 31, 2021
Deconsolidation of Subsidiary [Line Items]
Interest rate during period		8.25%
Income from equity method investments		$ (1,579)	$ 184
Carrying value of note receivable		$ 7,234	6,879
Gain on deconsolidation of subsidiary			$ 5,985
New Elo
Deconsolidation of Subsidiary [Line Items]
Percentage of voting shares owned		37.00%	55.00%
Income from equity method investments		$ (6,300)	$ 200
Securities available for sale gain loss		4,700
New Elo \| Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations
Deconsolidation of Subsidiary [Line Items]
Book value of net assets	$ 4,400
Gain on deconsolidation of subsidiary			$ 6,000
Fair value of note and company's ownership	$ 10,400
Promissory Note \| New Elo
Deconsolidation of Subsidiary [Line Items]
Notes received		$ 10,000
Debt instrument maturity date		Dec. 01, 2028
Interest rate during period		2.00%
Promissory note discount		$ 2,800
Carrying value of note receivable		$ 7,200

Elo Transaction - Summary of Reconciliation of Company's Investment (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Deconsolidation Of Subsidiary [Line Items]
Balance as of December 31, 2021	$ 3,751
Balance as of December 31, 2022	2,172
New Elo
Deconsolidation Of Subsidiary [Line Items]
Balance as of December 31, 2021	3,751
Gain From New Elo Issuance	4,743
Proportionate Share of New Elo Losses	(6,322)
Balance as of December 31, 2022	$ 2,172

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Noncurrent deferred tax assets:
Net operating loss carryforwards	$ 36,457	$ 41,162
Contribution carryforwards	48	48
Lease liability	1,120	1,526
Deferred revenue	30,022	20,294
Capitalized R&D costs	15,893
Other assets	14,279	11,647
Tax credits	24,721	20,942
Less: valuation allowance	(121,372)	(94,071)
Total deferred tax assets, noncurrent	1,168	1,548
Noncurrent deferred tax liability:
Investments and other	476	587
Right of use asset	692	961
Total deferred tax liabilities, noncurrent	$ 1,168	$ 1,548

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2030	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Line Items]
Increase (decrease) in valuation allowance of net deferred tax assets		$ 27,300,000
Tax benefit related to NOL carryforwards		$ 4,400,000
Net Operating loss carry forwards expiration year		2027
Ownership percentage change in outstanding common stock period		3 years
Ownership Percentage Change Of Outstanding Common Stock		50.00%
Uncertain tax position		$ 0
Unrecognized tax benefits		0	$ 0
Unrecognized tax benefits, income tax penalties and interest accrued		$ 0	0
Percentage of decrease in corporate income tax rate		2.50%
GILTI tax expense			0	$ 0
Forecast
Income Tax Disclosure [Line Items]
Percentage of decrease in corporate income tax rate	0.00%
Federal
Income Tax Disclosure [Line Items]
Net operating loss carryforwards		$ 159,500,000	181,000,000.0
Federal contribution carryforwards		$ 200,000	$ 200,000
Federal contribution expiration beginning year		2022	2022
Federal \| Research and Development
Income Tax Disclosure [Line Items]
Tax credit carryforwards		$ 13,200,000	$ 11,400,000
Tax credit carry forwards expiration beginning year		2027
Federal \| Orphan Drug Tax Credit Carry forward
Income Tax Disclosure [Line Items]
Tax credit carryforwards		$ 11,600,000	$ 9,500,000
Tax credit carry forwards expiration beginning year		2038	2038
State
Income Tax Disclosure [Line Items]
Net operating loss carryforwards		$ 119,100,000	$ 122,200,000
State \| Research and Development
Income Tax Disclosure [Line Items]
Tax credit carry forwards expiration beginning year		2030
Foreign
Income Tax Disclosure [Line Items]
Net operating loss carryforwards			400,000
Maximum [Member] \| State \| Research and Development
Income Tax Disclosure [Line Items]
Tax credit carryforwards		$ 100,000	$ 100,000

Income Taxes - Reconciliation of Federal Statutory Income Tax Rate and Income Tax Benefit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of income taxes amount, Amount
Income tax expense at statutory rate, Amount	$ (23,444)	$ (6,677)
State income taxes, net of federal tax benefit, Amount	(250)	(634)
Non-deductible expenses, Amount	33	121
Stock compensation - nondeductible, Amount	599	(2,094)
Stock compensation - forfeitures, Amount	2,233
R&D and orphan drug credits, Amount	(3,790)	(5,239)
Other, Amount	314	567
Change in state tax rate	(3,004)	(843)
Change in valuation allowance, Amount	$ 27,309	$ 14,799
Reconciliation of income taxes rate, Percentage
Income tax expense at statutory rate, Percentage	21.00%	21.80%
State income taxes, net of federal tax benefit, Percentage	0.20%	2.10%
Non-deductible expenses, Percentage	0.00%	(0.40%)
Stock compensation - nondeductible, Percentage	(0.50%)	6.80%
Stock compensation - forfeitures, Percentage	(2.00%)	0.00%
R&D and orphan drug credits, Percentage	3.40%	17.10%
Other, Percentage	(0.30%)	(1.90%)
Change in state tax rate	2.70%	2.80%
Change in valuation allowance, Percentage	(24.50%)	(48.30%)
Total effective tax rate	0.00%	0.00%

Net Loss Per Share - Schedule Of Basic And Diluted Net Income (Loss) Per Share Attributable To Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net loss	$ (111,637)	$ (30,602)
Weighted average common shares outstanding - basic	87,898,498	58,688,102
Weighted average common shares outstanding - diluted	87,898,498	58,688,102
Net loss per share - basic	$ (1.27)	$ (0.52)
Net loss per share - diluted	$ (1.27)	$ (0.52)

- 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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- Definition

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

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+ Details

- Definition

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

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+ Details

Net Loss Per Share - Schedule of Common Share Equivalent Securities Excluded from Calculation of Diluted loss per share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive common share equivalents	4,637,016	5,069,506
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive common share equivalents	2,199,013	430,026
Stock Option
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive common share equivalents	2,376,666	4,626,930
Unsettled ESPP Contributions
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive common share equivalents	61,337	12,550

Segment Reporting - Additional Information (Details)	12 Months Ended
Segment Reporting - Additional Information (Details)	Dec. 31, 2022 Segment
Segment Reporting [Abstract]
Number of reportable segments	1