0001564590-22-036375 | 10-Q | XBRL Viewer

Stockholders' Equity	9 Months Ended
Sep. 30, 2022
Equity [Abstract]
Stockholders' Equity	10. Stockholders’ equity The Company amended and restated its certificate of incorporation, effective February 2021, which increased the number of shares of all classes of stock the Company has authority to issue to 800.0 million shares, of which 750.0 million shares are common stock and 50.0 million shares are preferred stock. As of September 30, 2022, there were 189.9 million shares of the Company’s common stock outstanding, excluding 0.8 million shares of restricted common stock outstanding that were subject to vesting requirements. In August 2022, the Company put in place the ATM facility, under which the Company entered a sales agreement with Cowen, acting as sales agent, pursuant to which the Company may offer and sell through Cowen shares of the Company’s common stock having an aggregate offering price of up to $150.0 million from time to time in a series of one or more at the market equity offerings. As of September 30, 2022, the Company had raised approximately $0.7 million in net proceeds under the ATM facility.

Stockholders' Equity

9 Months Ended

Sep. 30, 2022

10. Stockholders’ equity

The Company amended and restated its certificate of incorporation, effective February 2021, which increased the number of shares of all classes of stock the Company has authority to issue to 800.0 million shares, of which 750.0 million shares are common stock and 50.0 million shares are preferred stock.

As of September 30, 2022, there were 189.9 million shares of the Company’s common stock outstanding, excluding 0.8 million shares of restricted common stock outstanding that were subject to vesting requirements.

In August 2022, the Company put in place the ATM facility, under which the Company entered a sales agreement with Cowen, acting as sales agent, pursuant to which the Company may offer and sell through Cowen shares of the Company’s common stock having an aggregate offering price of up to $150.0 million from time to time in a series of one or more at the market equity offerings. As of September 30, 2022, the Company had raised approximately $0.7 million in net proceeds under the ATM facility.

- 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

Basis of presentation and significant accounting policies	9 Months Ended
Sep. 30, 2022
Accounting Policies [Abstract]
Basis of presentation and significant accounting policies	2. Basis of presentation and significant accounting policies Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and include the accounts of the Company and its wholly-owned subsidiaries. Certain prior period amounts have been reclassified to conform to current period presentation. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (SEC) on March 16, 2022 (2021 Annual Report). Significant accounting policies The significant accounting policies used in the preparation of these condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 are consistent with those discussed in Note 2 in the 2021 Annual Report. Use of estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates in the Company’s condensed consolidated financial statements relate to success payment liabilities, contingent consideration, business combinations, accrued expenses, operating lease right-of-use assets and liabilities, and the valuation of stock options. Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the adoption of recently issued standards has had or may have a material impact on its condensed consolidated financial statements or disclosures.

Basis of presentation and significant accounting policies

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Basis of presentation and significant accounting policies

2. Basis of presentation and significant accounting policies

Basis of presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and include the accounts of the Company and its wholly-owned subsidiaries. Certain prior period amounts have been reclassified to conform to current period presentation.

The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (SEC) on March 16, 2022 (2021 Annual Report).

Significant accounting policies

The significant accounting policies used in the preparation of these condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 are consistent with those discussed in Note 2 in the 2021 Annual Report.

Use of estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates in the Company’s condensed consolidated financial statements relate to success payment liabilities, contingent consideration, business combinations, accrued expenses, operating lease right-of-use assets and liabilities, and the valuation of stock options.

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the adoption of recently issued standards has had or may have a material impact on its condensed consolidated financial statements or disclosures.

Income Taxes	9 Months Ended
Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	12. Income taxes The Company’s income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in the quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate primarily due to a valuation allowance on the deferred tax assets. Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax basis of assets and liabilities using statutory rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. Due to the uncertainty surrounding the realization of the favorable tax attributes in future tax returns, the Company has recorded a full valuation allowance against the Company’s otherwise recognizable net deferred tax assets. The Company applies judgment in its determination of the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. As of September 30, 2022 and December 31, 2021, the Company’s uncertain tax positions were immaterial.

Income Taxes

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

12. Income taxes

The Company’s income tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in the quarter. The Company’s effective tax rate differs from the U.S. statutory tax rate primarily due to a valuation allowance on the deferred tax assets. Deferred tax assets and deferred tax liabilities are recognized based

on temporary differences between the financial reporting and tax basis of assets and liabilities using statutory rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. Due to the uncertainty surrounding the realization of the favorable tax attributes in future tax returns, the Company has recorded a full valuation allowance against the Company’s otherwise recognizable net deferred tax assets.

The Company applies judgment in its determination of the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. As of September 30, 2022 and December 31, 2021, the Company’s uncertain tax positions were immaterial.

- Definition

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

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+ Details

Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Stock Options
Stock Options Outstanding, Beginning Balance \| shares	17,337
Stock Options, Granted \| shares	11,375
Stock Options, Exercised \| shares	(983)
Stock Options, Forfeited/Cancelled \| shares	(2,187)
Stock Options Outstanding, Ending Balance \| shares	25,542	17,337
Stock Options Exercisable \| shares	6,604
Weighted-Average Exercise Price per Share
Weighted-Average Exercise Price per Share Outstanding, Beginning Balance \| $ / shares	$ 8.96
Weighted-Average Exercise Price per Share, Granted \| $ / shares	6.15
Weighted-Average Exercise Price per Share, Exercised \| $ / shares	2.16
Weighted-Average Exercise Price per Share, Forfeited/Cancelled \| $ / shares	8.53
Weighted-Average Exercise Price per Share Outstanding, Ending Balance \| $ / shares	8.00	$ 8.96
Weighted-Average Exercise Price Per Share Exercisable \| $ / shares	$ 6.90
Weighted-Average Remaining Contractual Life (years)
Weighted-Average Remaining Contractual Life (years), Outstanding	8 years 7 months 6 days	8 years 8 months 12 days
Weighted-Average Remaining Contractual Life (years), Exercisable	7 years 9 months 18 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value, Outstanding \| $	$ 24,279	$ 141,718
Aggregate Intrinsic Value, Exercisable \| $	$ 13,114

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2022

Commitments And Contingencies Disclosure [Abstract]

Schedule of Additional Information Related to Operating Leases

The following table contains additional information related to the Company’s operating leases:

Location	Use	Approximate Square Footage	Commencement Dates	Expiration Dates
Seattle, WA	Office/Laboratory	48,000	March 2019 to September 2020	December 2026 to April 2028
Cambridge, MA	Office/Laboratory	60,000	March 2019 to May 2020	November 2025 to February 2028
South San Francisco, CA	Office/Laboratory	100,000	December 2019 to April 2022	April 2024 to April 2030
Fremont, CA	Industrial	163,000	July 2021	November 2031
Rochester, NY	Office/Laboratory	3,000	January 2022	January 2025
Bothell, WA	Office/Laboratory/Industrial	80,000	January 2023	December 2038

Summary of Lease Costs

The following table summarizes the Company’s lease costs:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
	(in thousands)
Operating lease cost	$	6,146	$	4,303	$	17,692	$	11,368
Short-term lease cost		-		-		-		512
Variable lease cost		1,831		1,286		5,223		4,015
Total lease cost	$	7,977	$	5,589	$	22,915	$	15,895

Reconciliation of Undiscounted Operating Lease Cash Flows by Fiscal Year to Present Value of Operating Lease Liabilities

The following table reconciles the Company’s undiscounted operating lease cash flows by fiscal year, as of September 30, 2022 (in thousands):

2022 (remaining 3 months)	$	4,733
2023		25,113
2024		24,326
2025		24,302
2026		21,183
2027 and thereafter		55,103
Total undiscounted lease payments		154,760
Less: imputed interest		(41,663	)
Less: tenant improvement allowances		(1,317	)
Present value of operating lease liabilities		111,780
Less: current portion of operating lease liabilities		(11,921	)
Operating lease liabilities, net of current portion	$	99,859

Acquisitions - Schedule of Various Thresholds for Market Capitalizations Resulting Potential Success Payment and Additional Potential Contingent Consideration (Details) - Cobalt Biomedicine Inc $ in Millions	1 Months Ended
	Feb. 28, 2019 USD ($)
Market Capitalization Equal to or Exceeds $8.1 billion
Business Acquisition [Line Items]
Cobalt Success Payment	$ 500
Market Capitalization Equal to or exceeds $7.4 billion, but less than $8.1 billion
Business Acquisition [Line Items]
Cobalt Success Payment	150
Additional potential Cobalt Contingent Consideration	350
Market Capitalization Equal to or exceeds $6.8 billion, but less than $7.4 billion
Business Acquisition [Line Items]
Cobalt Success Payment	100
Additional potential Cobalt Contingent Consideration	400
Market Capitalization Less than $6.8 billion
Business Acquisition [Line Items]
Additional potential Cobalt Contingent Consideration	$ 500

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Oct. 27, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Registrant Name	Sana Biotechnology, Inc.
Entity Central Index Key	0001770121
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		190,726,445
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-39941
Entity Tax Identification Number	83-1381173
Entity Address Address Line1	188 East Blaine Street
Entity Address, Address Line Two	Suite 400
Entity Address City Or Town	Seattle
Entity Address State Or Province	WA
Entity Address Postal Zip Code	98102
City Area Code	206
Local Phone Number	701-7914
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation State Country Code	DE
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	SANA
Security Exchange Name	NASDAQ

License and Collaboration Agreements - Summary of Potential Success Payments (Details) - Harvard College $ / shares in Units, $ in Millions	1 Months Ended
	Mar. 31, 2019 USD ($) $ / shares
Multiple of Equity Value at Issuance, 5x
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Per share common stock price required for payment \| $ / shares	$ 20.00
Success payment(s) \| $	$ 5.0
Multiple of Equity Value at Issuance, 10x
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Per share common stock price required for payment \| $ / shares	$ 40.00
Success payment(s) \| $	$ 15.0
Multiple of Equity Value at Issuance, 20x
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Per share common stock price required for payment \| $ / shares	$ 80.00
Success payment(s) \| $	$ 30.0
Multiple of Equity Value at Issuance, 30x
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Per share common stock price required for payment \| $ / shares	$ 120.00
Success payment(s) \| $	$ 50.0
Multiple of Equity Value at Issuance, 40x
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Per share common stock price required for payment \| $ / shares	$ 160.00
Success payment(s) \| $	$ 75.0

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Parenthetical) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2022	Mar. 31, 2021
IPO
Issuance of common stock, net of offering costs		$ 49,220
At The Market Offering
Issuance of common stock, net of offering costs	$ 540

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

9. Commitments and contingencies

Lease commitments

The Company’s lease portfolio primarily comprises operating leases for office, laboratory, non-good manufacturing practices (GMP) pilot plant manufacturing, and industrial space. These leases contain various rent abatement periods, after which they require monthly lease payments that may be subject to annual increases throughout the lease term. Certain leases include options to extend the term. The renewal option is considered in the remaining lease term for the lease only when the Company is reasonably certain it will renew the lease. Certain leases provide the Company with the right to make tenant improvements, including the addition of laboratory space or build-out of manufacturing capabilities, and include a lease incentive allowance.

In June 2022, the Company entered into a lease agreement for 79,565 square feet of office, laboratory, and industrial space located in Bothell, Washington (the Bothell facility). The initial term of the lease is 16 years from the date the premises are delivered to the Company for construction of certain tenant improvements and includes the option to extend the lease for up to three additional five-year terms. The lease agreement also provides for up to $19.9 million for reimbursement of tenant improvements, as well as an

additional $8.0 million for tenant improvements, available at the Company’s election, which the Company would be obligated to repay to the landlord monthly over the initial term of the lease with interest at a rate of 6.5% per annum. The Company will be obligated to pay base rent of approximately $68.8 million over the initial term of the lease. In accordance with the lease agreement, the Company has obtained a letter of credit in the amount of $1.6 million. The Company plans to recognize the right-of-use asset and lease liability when the lease commences.

In July 2021, the Company entered into a lease for industrial space located in Fremont, California (the Fremont facility), with the intent to establish and develop its manufacturing operations at the Fremont facility. However, the Company determined in June 2022 to establish and develop its manufacturing operations at the Bothell facility rather than the Fremont facility. The original right-of-use asset and lease liability for the Fremont facility was calculated assuming the Company would exercise its option to renew the lease for two additional five-year terms. The Company remeasured the lease for the Fremont facility due to the shorter expected lease term, which resulted in a $12.8 million reduction in the related right-of-use asset and lease liability. Additionally, for the nine months ended September 30, 2022, the Company wrote-off $4.5 million of construction in progress costs incurred in connection with the Fremont facility in general and administrative expense in the statement of operations.

The following table contains additional information related to the Company’s operating leases:

Location	Use	Approximate Square Footage	Commencement Dates	Expiration Dates
Seattle, WA	Office/Laboratory	48,000	March 2019 to September 2020	December 2026 to April 2028
Cambridge, MA	Office/Laboratory	60,000	March 2019 to May 2020	November 2025 to February 2028
South San Francisco, CA	Office/Laboratory	100,000	December 2019 to April 2022	April 2024 to April 2030
Fremont, CA	Industrial	163,000	July 2021	November 2031
Rochester, NY	Office/Laboratory	3,000	January 2022	January 2025
Bothell, WA	Office/Laboratory/Industrial	80,000	January 2023	December 2038

Throughout the term of each of the lease agreements, the Company is responsible for paying certain operating costs, such as common area maintenance, taxes, utilities, and insurance, in addition to base rent. These additional charges are considered variable lease costs and are recognized in the period in which the costs are incurred.

The following table summarizes the Company’s lease costs:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
	(in thousands)
Operating lease cost	$	6,146	$	4,303	$	17,692	$	11,368
Short-term lease cost		-		-		-		512
Variable lease cost		1,831		1,286		5,223		4,015
Total lease cost	$	7,977	$	5,589	$	22,915	$	15,895

As of September 30, 2022, the weighted-average remaining lease term was 6.4 years, and the weighted-average incremental borrowing rate was 9.65%.

The following table reconciles the Company’s undiscounted operating lease cash flows by fiscal year, as of September 30, 2022 (in thousands):

2022 (remaining 3 months)	$	4,733
2023		25,113
2024		24,326
2025		24,302
2026		21,183
2027 and thereafter		55,103
Total undiscounted lease payments		154,760
Less: imputed interest		(41,663	)
Less: tenant improvement allowances		(1,317	)
Present value of operating lease liabilities		111,780
Less: current portion of operating lease liabilities		(11,921	)
Operating lease liabilities, net of current portion	$	99,859

Stock-Based Compensation - Additional Information (Details) - USD ($) shares in Millions, $ in Millions	1 Months Ended	9 Months Ended
	Feb. 28, 2021	Sep. 30, 2022	Sep. 30, 2021
Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of vested		$ 1.0	$ 1.1
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of vested		$ 0.4	$ 0.3
2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage related to employees able to purchase shares at lower of fair market value	85.00%
Number of shares available for future issuance		3.6
2021 Employee Stock Purchase Plan \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage allowed for eligible employees to purchase shares of common stock	15.00%
2021 Incentive Award Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for future issuance		12.6

Stock-Based Compensation - Schedule of Unrecognized Stock-Based Compensation Costs Related to Unvested Awards and Weighted-Average Period Over Which Costs are Expected to be Recognized (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense (in thousands)	$ 92,582
Weighted-average period costs expected to be recognized (in years)	2 years 9 months 18 days
Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense (in thousands)	$ 860
Weighted-average period costs expected to be recognized (in years)	1 year
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense (in thousands)	$ 5,317
Weighted-average period costs expected to be recognized (in years)	2 years 6 months

Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Payables And Accruals [Abstract]

Schedule of Accrued Compensation and Accrued Expenses and Other Current Liabilities

Accrued compensation and accrued expenses and other current liabilities consist of the following:

	September 30, 2022		December 31, 2021
	(in thousands)
Accrued compensation:
Accrued bonuses	$	13,575	$	13,814
Accrued paid time off		5,550		4,429
Accrued payroll		5,375		2,888
Total accrued compensation	$	24,500	$	21,131
Accrued expenses and other current liabilities:
Accrued research and development services	$	8,610	$	3,419
Accrued professional fees		2,317		1,971
Accrued property and equipment		1,795		2,566
Other accrued current liabilities		2,248		2,388
Total accrued expenses and other current liabilities	$	14,970	$	10,344

Acquisitions

9 Months Ended

Sep. 30, 2022

Business Combinations [Abstract]

Acquisitions

3. Acquisitions

Cobalt Biomedicine, Inc.

In February 2019, the Company acquired 100% of the outstanding equity in Cobalt Biomedicine, Inc. (Cobalt), a privately-held early-stage biotechnology company that was developing a platform technology using its fusogen technology to specifically and consistently deliver various biological payloads to cells.

As part of the Cobalt acquisition, the Company recorded an intangible asset of $59.2 million, which consists of in-process research and development that is classified as indefinite-lived until the successful development of the associated research and development technology, at which point it becomes a finite-lived asset and will be amortized over its estimated useful life. If the research and development technology is abandoned, an impairment charge will be recorded. The Company is actively developing the fusogen technology and, accordingly, development of the intangible asset is not complete. Amortization will begin when regulatory approval of a product based on the fusogen technology is obtained in a major market, typically either the United States or the European Union.

The Company recognized $140.6 million of goodwill as a result of the Cobalt acquisition, which is primarily attributable to the value the acquisition provides the Company by complementing the Company’s ex vivo portfolio with the in vivo fusogen cell engineering technology and furthering the Company’s research in using engineered cells as medicines. The goodwill is not deductible for income tax purposes. There were no impairments of the intangible asset or goodwill since the acquisition.

Pursuant to the terms and conditions in the Cobalt acquisition agreement, the Company has an obligation to pay certain former Cobalt stockholders up to an aggregate of $500.0 million in contingent consideration (Cobalt Contingent Consideration) upon the achievement of certain pre-specified development milestones, and a success payment (Cobalt Success Payment) of up to $500.0 million, payable in cash or stock. The Cobalt Success Payment is payable if, at pre-determined valuation measurement dates, which include the closing of the Company’s IPO and periodically thereafter, the Company’s market capitalization equals or exceeds $8.1 billion, and the Company is advancing a program based on the fusogen technology in a clinical trial pursuant to an investigational new drug application, or has filed for, or received approval for, a biologics license application or new drug application. The Cobalt Success Payment can be achieved over a maximum of 20 years from the date of the acquisition, but this period could be shorter upon the occurrence of certain events. As of September 30, 2022, a Cobalt Success Payment had not been triggered.

A valuation measurement date would also be triggered upon a change of control of the Company if at least one Company product based on the fusogen technology is the subject of an active research program at the time of such change of control. If there is a change of control and the Company’s market capitalization is below $8.1 billion as of the date of the change of control, the amount of the potential Cobalt Success Payment will decrease, and the amount of potential Cobalt Contingent Consideration will increase.

The following table sets forth various thresholds for the Company’s market capitalizations as of the date of a change of control and the resulting potential Cobalt Success Payment and additional potential Cobalt Contingent Consideration:

Sana market capitalization upon a change of control and resulting impact to Cobalt Success payment and additional potential Cobalt Contingent Consideration	Cobalt Success Payment		Additional potential Cobalt Contingent Consideration
	(in millions)
Equal to or exceeds $8.1 billion	$	500	$	-
Equal to or exceeds $7.4 billion, but less than $8.1 billion		150		350
Equal to or exceeds $6.8 billion, but less than $7.4 billion		100		400
Less than $6.8 billion		-		500

The Cobalt Success Payment and Cobalt Contingent Consideration liabilities are carried at fair value, with changes in fair value recognized in the statements of operations in research and development related success payments and contingent consideration. As of September 30, 2022 and December 31, 2021, the estimated fair value of the Cobalt Success Payment liability was $31.9 million and $88.3 million, respectively, and was recorded in long-term liabilities in the balance sheets. In connection with the change in the estimated fair value of the Cobalt Success Payment, the Company recognized expenses of $2.4 million and $21.8 million for the three months ended September 30, 2022 and 2021, respectively, and a gain of $56.5 million and expense of $46.9 million, for the nine months ended September 30, 2022 and 2021, respectively.

As of September 30, 2022, the estimated fair value of the Cobalt Contingent Consideration was $141.1 million, of which $59.4 million was recorded in short-term liabilities and $81.7 million was recorded in long-term liabilities in the balance sheet. As of December 31, 2021, the estimated fair value of the Cobalt Contingent Consideration was $153.7 million, of which $51.4 million was recorded in short-term liabilities and $102.3 million was recorded in long-term liabilities in the balance sheet. In connection with the change in the estimated fair value of the Cobalt Contingent Consideration, the Company recognized gains of $8.3 million and $8.5 million for the three months ended September 30, 2022 and 2021, respectively, and a gain of $12.6 million and an expense of $10.1 million for the nine months ended September 30, 2022 and 2021, respectively.

Fair Value Measurements - Summary of Estimated Fair Value of Contingent Consideration Unobservable Inputs (Details) - Cobalt Contingent Consideration	Sep. 30, 2022	Dec. 31, 2021
Discount Rates \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.180	0.109
Discount Rates \| Maximum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.207	0.116
Discount Rates \| Weighted-Average
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.192	0.112
Probability of Milestone Achievement \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.033	0.050
Probability of Milestone Achievement \| Maximum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.850	0.75
Probability of Milestone Achievement \| Weighted-Average
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.345	0.338

Fair Value Measurements - Additional Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($) security	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) security	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) security
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value securities unrealized loss position	$ 352,737		$ 352,737		$ 486,545
Debt Securities, Available-for-Sale, Allowance for Credit Loss \| security	34		34		0
Realized gains or losses recognized on maturity of available-for-sale securities	$ 0	$ 0	$ 0	$ 0
Maximum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Marketable securities maturity period			2 years
Investments in securities with maturities period			1 year

Stockholders' Equity - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Aug. 31, 2022	Dec. 31, 2021	Feb. 28, 2021
Class Of Stock [Line Items]
Shares authorized				800,000,000.0
Common stock, shares authorized	750,000,000		750,000,000	750,000,000.0
Preferred stock, shares authorized	50,000,000		50,000,000	50,000,000.0
Common stock, shares outstanding	189,885,000		184,929,000
Net proceeds from issuance of common stock	$ 724,000
Cowen \| At The Market Offering
Class Of Stock [Line Items]
Common stock maximum aggregate offering price		$ 150,000,000.0
Net proceeds from issuance of common stock	$ 700,000
Restricted Stock
Class Of Stock [Line Items]
Common stock outstanding	806,000		4,365,000

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		44 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022
OPERATING ACTIVITIES:
Net loss			$ (189,033)	$ (245,197)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	$ 4,000	$ 2,800	11,430	7,735
Stock-based compensation expense			27,746	15,049
Change in the estimated fair value of contingent consideration			(12,613)	10,080	$ 89,900
Change in the estimated fair value of success payment liabilities			(66,815)	57,698	33,300
Non-cash expense for operating lease right-of-use assets			8,859	4,597
Other non-cash items, net			(6,687)	(2,255)
Changes in operating assets and liabilities:
Prepaid expenses and other assets			569	(2,985)
Operating lease right-of-use assets and liabilities			1,584	5,028
Accounts payable			2,144	1,397
Accrued expenses and other liabilities			8,833	7,898
Net cash used in operating activities			(213,983)	(140,955)
INVESTING ACTIVITIES:
Purchases of marketable securities			(63,583)	(414,437)
Proceeds from maturities of marketable securities			201,991	266,960
Purchases of property and equipment			(16,274)	(24,660)
Net cash provided by (used in) investing activities			122,134	(172,137)
FINANCING ACTIVITIES:
Proceeds from initial public offering, net of issuance costs				626,405
Proceeds from employee stock purchase plan and exercise of stock options, net			3,128	2,227
Proceeds from at the market offering of common stock, net of issuance costs			724
Net cash provided by financing activities			3,852	628,632
Net (decrease) increase in cash, cash equivalents, and restricted cash			(87,997)	315,540
Cash, cash equivalents, and restricted cash at beginning of period			261,848	126,949
Cash, cash equivalents, and restricted cash at end of period	$ 173,851	$ 442,489	173,851	442,489	$ 173,851
SUPPLEMENTAL CASH FLOW INFORMATION:
Operating lease right-of-use assets obtained in exchange for lease obligations			21,073	26,257
Purchases of property and equipment included in accounts payable and accrued liabilities			2,409	3,231
Cash received for amounts related to tenant improvement allowances			2,014	$ 5,160
Remeasurement of operating lease right-of-use asset for lease modification			$ (12,801)

Stock-Based Compensation - Summary of Additional Information Related to Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Weighted average grant date fair value per share for options granted	$ 3.96	$ 14.64
Aggregate intrinsic value of stock options exercised (in thousands)	$ 5,854	$ 22,187

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement Of Income And Comprehensive Income [Abstract]
Net loss	$ (85,120)	$ (83,263)	$ (189,033)	$ (245,197)
Other comprehensive loss, net of tax:
Unrealized loss on marketable securities, net	(67)	(95)	(5,048)	(112)
Total comprehensive loss	$ (85,187)	$ (83,358)	$ (194,081)	$ (245,309)

- 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

License and Collaboration Agreements - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2019	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Oct. 31, 2021
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Share issue price	$ 4.00
Beam Therapeutics Inc. (Beam) \| Research and Development Expense
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payment to collaborators						$ 50,000,000.0
Beam Therapeutics Inc. (Beam) \| Maximum [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Developmental and commercial milestone payments and royalties on licensed products payable							$ 65,000,000.0
Harvard College
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Share issue price	$ 4.00
Maximum period expected to achieve for success payments	12 years
Estimated fair value of success payment liability						14,200,000
Harvard College \| Short-term Liabilities
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Estimated fair value of success payment liability						5,000,000.0
Harvard College \| Long-term Liabilities
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Estimated fair value of success payment liability		$ 3,800,000		$ 3,800,000		$ 9,200,000
Harvard College \| Research and Development Expense
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Expense in connection with change in estimated fair value of success payment liabilities		$ 200,000	$ (3,400,000)	$ 10,300,000	$ (10,800,000)
Harvard College \| Maximum [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Potential success payment	$ 175,000,000.0

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Assets and Liabilities Measured on Recurring Basis

The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy:

		September 30, 2022
	Valuation Hierarchy	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Estimated Fair Value
		(in thousands)
Financial assets:
Cash equivalents:
Money market funds	Level 1	$	74,981	$	-	$	-		$	74,981
U.S. government and agency securities	Level 2		54,644		7		(2	)		54,649
Corporate debt securities	Level 2		200		-		-			200
Total cash equivalents			129,825		7		(2	)		129,830
Short-term marketable securities:
U.S. government and agency securities	Level 2		278,844		5		(4,859	)		273,990
Corporate debt securities	Level 2		49,096		-		(679	)		48,417
Total short-term marketable securities			327,940		5		(5,538	)		322,407
Long-term marketable securities:
U.S. government and agency securities	Level 2		26,709		-		(886	)		25,823
Total long-term marketable securities			26,709		-		(886	)		25,823
Other assets	Level 3		370		-		-			370
Total financial assets		$	484,844	$	12	$	(6,426	)	$	478,430
Financial liabilities:
Short-term financial liabilities:
Contingent consideration	Level 3	$	59,429	$	-	$	-		$	59,429
Total short-term financial liabilities			59,429		-		-			59,429
Long-term financial liabilities:
Contingent consideration	Level 3		81,701		-		-			81,701
Success payment liabilities	Level 3		35,710		-		-			35,710
Total long-term financial liabilities			117,411		-		-			117,411
Total financial liabilities		$	176,840	$	-	$	-		$	176,840

		December 31, 2021
	Valuation Hierarchy	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Estimated Fair Value
		(in thousands)
Financial assets:
Cash equivalents:
Money market funds	Level 1	$	224,671	$	-	$	-		$	224,671
Corporate debt securities	Level 2		2,345		-		-			2,345
Total cash equivalents			227,016		-		-			227,016
Short-term marketable securities:
U.S. government and agency securities	Level 2		162,854		1		(195	)		162,660
Corporate debt securities	Level 2		135,441		-		(134	)		135,307
Total short-term marketable securities			298,295		1		(329	)		297,967
Long-term marketable securities:
U.S. government and agency securities	Level 2		176,492		-		(925	)		175,567
Corporate debt securities	Level 2		20,427		-		(113	)		20,314
Total long-term marketable securities			196,919		-		(1,038	)		195,881
Other assets	Level 3		426		-		-			426
Total financial assets		$	722,656	$	1	$	(1,367	)	$	721,290
Financial liabilities:
Short-term financial liabilities:
Contingent consideration	Level 3	$	51,382	$	-	$	-		$	51,382
Success payment liabilities	Level 3		5,000		-		-			5,000
Total short-term financial liabilities			56,382		-		-			56,382
Long-term financial liabilities:
Contingent consideration	Level 3		102,361		-		-			102,361
Success payment liabilities	Level 3		97,525		-		-			97,525
Total long-term financial liabilities			199,886		-		-			199,886
Total financial liabilities		$	256,268	$	-	$	-		$	256,268

Summary of Estimated Fair Value Available For Sale Debt Securities Continuous Unrealized Loss Position

The following table summarizes available-for-sale debt securities in a continuous unrealized loss position for less than and greater than twelve months, for the periods presented:

	Less than 12 months					12 months or greater					Total
	Fair value		Unrealized losses			Fair value		Unrealized losses			Fair value		Unrealized losses
	(in thousands)
September 30, 2022
U.S. government and agency securities	$	110,150	$	(1,425	)	$	193,970	$	(4,322	)	$	304,120	$	(5,747	)
Corporate debt securities		14,000		(272	)		34,617		(407	)		48,617		(679	)
Total	$	124,150	$	(1,697	)	$	228,587	$	(4,729	)	$	352,737	$	(6,426	)
December 31, 2021
U.S. government and agency securities	$	329,883	$	(1,120	)	$	-	$	-		$	329,883	$	(1,120	)
Corporate debt securities		156,662		(247	)		-		-			156,662		(247	)
Total	$	486,545	$	(1,367	)	$	-	$	-		$	486,545	$	(1,367	)

Changes in Estimated Fair Value of Level 3 Financial Liabilities

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities:

	Contingent Consideration			Cobalt Success Payment Liability			Harvard Success Payment Liability
	(in thousands)
Balance as of December 31, 2021	$	153,743		$	88,353		$	14,172
Changes in fair value - gain		(528	)		(46,823	)		(8,087	)
Balance as of March 31, 2022		153,215			41,530			6,085
Changes in fair value - gain		(3,830	)		(12,073	)		(2,025	)
Balance as of June 30, 2022		149,385			29,457			4,060
Changes in fair value - expense (gain)		(8,255	)		2,439			(246	)
Balance as of September 30, 2022	$	141,130		$	31,896		$	3,814

Success Payment Liabilities

Summary of Estimated Fair Value of Liabilities using Unobservable Inputs

The fair values of the Cobalt and Harvard success payment liabilities were calculated using the following unobservable inputs:

	September 30, 2022		December 31, 2021
Unobservable Input	Cobalt	Harvard	Cobalt	Harvard
Expected stock price volatility	70%	70%	70%	70%
Expected term (years)	16.4	8.5	17.1	9.2

Cobalt Contingent Consideration

Summary of Estimated Fair Value of Liabilities using Unobservable Inputs

The fair value of the Cobalt Contingent Consideration was calculated using the following unobservable inputs:

	September 30, 2022		December 31, 2021
Unobservable Input	Range	Weighted-Average	Range	Weighted-Average
Discount rates	18.0% - 20.7%	19.2%	10.9% - 11.6%	11.2%
Probability of milestone achievement	3.3% - 85.0%	34.5%	5.0% - 75.0%	33.8%

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	IPO	At The Market Offering	Convertible Preferred Stock	Common Stock	Common Stock IPO	Common Stock At The Market Offering	Additional Paid-in Capital	Additional Paid-in Capital IPO	Additional Paid-in Capital At The Market Offering	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance at Dec. 31, 2020	$ (421,184)				$ 2			$ 8,216			$ 30	$ (429,432)
Beginning balance (in shares) at Dec. 31, 2020				134,113
Beginning balance at Dec. 31, 2020				$ 852,897
Beginning balance (in shares) at Dec. 31, 2020					16,170
Conversion of convertible preferred stock into common stock upon initial public offering	852,897				$ 13			852,884
Conversion of convertible preferred stock into common stock, upon initial public offering (in shares)				(134,113)
Conversion of convertible preferred stock into common stock, upon initial public offering				$ (852,897)
Conversion of convertible preferred stock into common stock, upon initial public offering (in shares)					134,113
Issuance of common stock, net of offering costs		$ 626,405				$ 3			$ 626,402
Issuance of common stock, net of offering costs (in shares)						27,025
Vesting of restricted stock (in shares)					1,428
Exercise of stock options	298							298
Exercise of stock options (in shares)					205
Stock-based compensation expense	4,158							4,158
Unrealized gain (loss) on marketable securities, net	26										26
Net income (loss)	(180,617)											(180,617)
Ending balance at Mar. 31, 2021	881,983				$ 18			1,491,958			56	(610,049)
Ending balance (in shares) at Mar. 31, 2021					178,941
Beginning balance at Dec. 31, 2020	(421,184)				$ 2			8,216			30	(429,432)
Beginning balance (in shares) at Dec. 31, 2020				134,113
Beginning balance at Dec. 31, 2020				$ 852,897
Beginning balance (in shares) at Dec. 31, 2020					16,170
Net income (loss)	(245,197)
Ending balance at Sep. 30, 2021	830,085				$ 18			1,504,778			(82)	(674,629)
Ending balance (in shares) at Sep. 30, 2021					182,908
Beginning balance at Mar. 31, 2021	881,983				$ 18			1,491,958			56	(610,049)
Beginning balance (in shares) at Mar. 31, 2021					178,941
Vesting of restricted stock (in shares)					1,423
Exercise of stock options	333							333
Exercise of stock options (in shares)					212
Stock-based compensation expense	4,941							4,941
Unrealized gain (loss) on marketable securities, net	(43)										(43)
Net income (loss)	18,683											18,683
Ending balance at Jun. 30, 2021	905,897				$ 18			1,497,232			13	(591,366)
Ending balance (in shares) at Jun. 30, 2021					180,576
Vesting of restricted stock (in shares)					1,628
Exercise of stock options	1,596							1,596
Exercise of stock options (in shares)					704
Stock-based compensation expense	5,950							5,950
Unrealized gain (loss) on marketable securities, net	(95)										(95)
Net income (loss)	(83,263)											(83,263)
Ending balance at Sep. 30, 2021	830,085				$ 18			1,504,778			(82)	(674,629)
Ending balance (in shares) at Sep. 30, 2021					182,908
Beginning balance at Dec. 31, 2021	$ 728,502				$ 18			1,515,210			(1,366)	(785,360)
Beginning balance (in shares) at Dec. 31, 2021	184,929				184,929
Vesting of restricted stock					$ 1			(1)
Vesting of restricted stock (in shares)					1,419
Exercise of stock options	$ 652							652
Exercise of stock options (in shares)					284
Stock-based compensation expense	7,755							7,755
Unrealized gain (loss) on marketable securities, net	(3,806)										(3,806)
Net income (loss)	(31,448)											(31,448)
Ending balance at Mar. 31, 2022	701,655				$ 19			1,523,616			(5,172)	(816,808)
Ending balance (in shares) at Mar. 31, 2022					186,632
Beginning balance at Dec. 31, 2021	$ 728,502				$ 18			1,515,210			(1,366)	(785,360)
Beginning balance (in shares) at Dec. 31, 2021	184,929				184,929
Exercise of stock options (in shares)	983
Net income (loss)	$ (189,033)
Ending balance at Sep. 30, 2022	$ 566,019				$ 19			1,546,807			(6,414)	(974,393)
Ending balance (in shares) at Sep. 30, 2022	189,885				189,885
Beginning balance at Mar. 31, 2022	$ 701,655				$ 19			1,523,616			(5,172)	(816,808)
Beginning balance (in shares) at Mar. 31, 2022					186,632
Vesting of restricted stock (in shares)					1,243
Exercise of stock options	571							571
Exercise of stock options (in shares)					320
Issuance of common stock related to employee stock purchase plan	1,008							1,008
Issuance of common stock related to employee stock purchase plan, Shares					235
Stock-based compensation expense	9,911							9,911
Unrealized gain (loss) on marketable securities, net	(1,175)										(1,175)
Net income (loss)	(72,465)											(72,465)
Ending balance at Jun. 30, 2022	639,505				$ 19			1,535,106			(6,347)	(889,273)
Ending balance (in shares) at Jun. 30, 2022					188,430
Issuance of common stock, net of offering costs			$ 724							$ 724
Issuance of common stock, net of offering costs (in shares)							149
Vesting of restricted stock (in shares)					927
Exercise of stock options	897							897
Exercise of stock options (in shares)					379
Stock-based compensation expense	10,080							10,080
Unrealized gain (loss) on marketable securities, net	(67)										(67)
Net income (loss)	(85,120)											(85,120)
Ending balance at Sep. 30, 2022	$ 566,019				$ 19			$ 1,546,807			$ (6,414)	$ (974,393)
Ending balance (in shares) at Sep. 30, 2022	189,885				189,885

Fair Value Measurements - Changes in Estimated Fair Value of Level 3 Financial Liabilities (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Cobalt Contingent Consideration
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 149,385	$ 153,215	$ 153,743
Changes in fair value - expense (gain)	(8,255)	(3,830)	(528)
Ending Balance	141,130	149,385	153,215
Cobalt Success Payment Liability
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	29,457	41,530	88,353
Changes in fair value - expense (gain)	2,439	(12,073)	(46,823)
Ending Balance	31,896	29,457	41,530
Harvard Success Payment Liabilitiy
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	4,060	6,085	14,172
Changes in fair value - expense (gain)	(246)	(2,025)	(8,087)
Ending Balance	$ 3,814	$ 4,060	$ 6,085

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 97,545	$ 84,238
Less: Accumulated depreciation	(30,196)	(18,774)
Property and equipment, net	67,349	65,464
Laboratory Equipment
Property Plant And Equipment [Line Items]
Property and equipment, at cost	59,511	47,684
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, at cost	34,427	33,848
Construction In Progress
Property Plant And Equipment [Line Items]
Property and equipment, at cost	835	1,388
Computer Equipment, Software and Other
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 2,772	$ 1,318

Commitments and Contingencies - Schedule of Additional Information Related to Operating Leases (Details) - ft²	1 Months Ended	9 Months Ended
	Jun. 30, 2022	Sep. 30, 2022
Seattle, WA \| Office/Laboratory
Lessee Lease Description [Line Items]
Square feet		48,000
Commencement Dates, Beginning		2019-03
Commencement Dates, Ending		2020-09
Lease arrangement, contractual expiration period, beginning year		2026-12
Lease arrangement, contractual expiration period, ending year		2028-04
Cambridge, MA \| Office/Laboratory
Lessee Lease Description [Line Items]
Square feet		60,000
Commencement Dates, Beginning		2019-03
Commencement Dates, Ending		2020-05
Lease arrangement, contractual expiration period, beginning year		2025-11
Lease arrangement, contractual expiration period, ending year		2028-02
South San Francisco, CA \| Office/Laboratory
Lessee Lease Description [Line Items]
Square feet		100,000
Commencement Dates, Beginning		2019-12
Commencement Dates, Ending		2022-04
Lease arrangement, contractual expiration period, beginning year		2024-04
Lease arrangement, contractual expiration period, ending year		2030-04
Fremont, CA \| Industrial
Lessee Lease Description [Line Items]
Square feet		163,000
Commencement Dates, Beginning		2021-07
Lease arrangement, contractual expiration period, ending year		2031-11
Rochester, NY \| Office/Laboratory
Lessee Lease Description [Line Items]
Square feet		3,000
Commencement Dates, Beginning		2022-01
Lease arrangement, contractual expiration period, ending year		2025-01
Bothell, WA
Lessee Lease Description [Line Items]
Square feet	79,565
Bothell, WA \| Office/Laboratory/Industrial
Lessee Lease Description [Line Items]
Square feet		80,000
Commencement Dates, Beginning		2023-01
Lease arrangement, contractual expiration period, ending year		2038-12

Stock-Based Compensation - Schedule of Stock Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 10,080	$ 5,950	$ 27,746	$ 15,049
Research and Development Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	7,437	4,072	20,557	9,888
General and administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 2,643	$ 1,878	$ 7,189	$ 5,161

License and collaboration agreements (Tables)

9 Months Ended

Sep. 30, 2022

License And Collaboration Agreements [Abstract]

Summary of Potential Success Payments

The following table summarizes the potential success payments and common stock price required for payment:

Multiple of Equity Value at Issuance	5x		10x		20x		30x		40x
Per share common stock price required for payment	$	20.00	$	40.00	$	80.00	$	120.00	$	160.00
Success payment(s) (in millions)	$	5.0	$	15.0	$	30.0	$	50.0	$	75.0

Restricted Cash - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Jul. 31, 2023	Dec. 31, 2021
Restricted Cash And Cash Equivalents Items [Line Items]
Standby letters of credit	$ 10,500		$ 8,800
Restricted cash and cash equivalents, noncurrent, nature of restriction, description	standby letters of credit
Restricted cash, current	$ 6,100
Fremont, California
Restricted Cash And Cash Equivalents Items [Line Items]
Standby letters of credit	$ 6,700
Forecast \| Fremont, California
Restricted Cash And Cash Equivalents Items [Line Items]
Future letter of credit amount		$ 600

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

6. Fair value measurements

The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy:

		September 30, 2022
	Valuation Hierarchy	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Estimated Fair Value
		(in thousands)
Financial assets:
Cash equivalents:
Money market funds	Level 1	$	74,981	$	-	$	-		$	74,981
U.S. government and agency securities	Level 2		54,644		7		(2	)		54,649
Corporate debt securities	Level 2		200		-		-			200
Total cash equivalents			129,825		7		(2	)		129,830
Short-term marketable securities:
U.S. government and agency securities	Level 2		278,844		5		(4,859	)		273,990
Corporate debt securities	Level 2		49,096		-		(679	)		48,417
Total short-term marketable securities			327,940		5		(5,538	)		322,407
Long-term marketable securities:
U.S. government and agency securities	Level 2		26,709		-		(886	)		25,823
Total long-term marketable securities			26,709		-		(886	)		25,823
Other assets	Level 3		370		-		-			370
Total financial assets		$	484,844	$	12	$	(6,426	)	$	478,430
Financial liabilities:
Short-term financial liabilities:
Contingent consideration	Level 3	$	59,429	$	-	$	-		$	59,429
Total short-term financial liabilities			59,429		-		-			59,429
Long-term financial liabilities:
Contingent consideration	Level 3		81,701		-		-			81,701
Success payment liabilities	Level 3		35,710		-		-			35,710
Total long-term financial liabilities			117,411		-		-			117,411
Total financial liabilities		$	176,840	$	-	$	-		$	176,840

		December 31, 2021
	Valuation Hierarchy	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Estimated Fair Value
		(in thousands)
Financial assets:
Cash equivalents:
Money market funds	Level 1	$	224,671	$	-	$	-		$	224,671
Corporate debt securities	Level 2		2,345		-		-			2,345
Total cash equivalents			227,016		-		-			227,016
Short-term marketable securities:
U.S. government and agency securities	Level 2		162,854		1		(195	)		162,660
Corporate debt securities	Level 2		135,441		-		(134	)		135,307
Total short-term marketable securities			298,295		1		(329	)		297,967
Long-term marketable securities:
U.S. government and agency securities	Level 2		176,492		-		(925	)		175,567
Corporate debt securities	Level 2		20,427		-		(113	)		20,314
Total long-term marketable securities			196,919		-		(1,038	)		195,881
Other assets	Level 3		426		-		-			426
Total financial assets		$	722,656	$	1	$	(1,367	)	$	721,290
Financial liabilities:
Short-term financial liabilities:
Contingent consideration	Level 3	$	51,382	$	-	$	-		$	51,382
Success payment liabilities	Level 3		5,000		-		-			5,000
Total short-term financial liabilities			56,382		-		-			56,382
Long-term financial liabilities:
Contingent consideration	Level 3		102,361		-		-			102,361
Success payment liabilities	Level 3		97,525		-		-			97,525
Total long-term financial liabilities			199,886		-		-			199,886
Total financial liabilities		$	256,268	$	-	$	-		$	256,268

The Company measures the fair value of money market funds based on quoted prices in active markets for identical assets or liabilities. The Level 2 marketable securities include U.S. government and agency securities and corporate debt securities and are valued based on either recent trades of securities in inactive markets or quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data.

The following table summarizes available-for-sale debt securities in a continuous unrealized loss position for less than and greater than twelve months, for the periods presented:

	Less than 12 months					12 months or greater					Total
	Fair value		Unrealized losses			Fair value		Unrealized losses			Fair value		Unrealized losses
	(in thousands)
September 30, 2022
U.S. government and agency securities	$	110,150	$	(1,425	)	$	193,970	$	(4,322	)	$	304,120	$	(5,747	)
Corporate debt securities		14,000		(272	)		34,617		(407	)		48,617		(679	)
Total	$	124,150	$	(1,697	)	$	228,587	$	(4,729	)	$	352,737	$	(6,426	)
December 31, 2021
U.S. government and agency securities	$	329,883	$	(1,120	)	$	-	$	-		$	329,883	$	(1,120	)
Corporate debt securities		156,662		(247	)		-		-			156,662		(247	)
Total	$	486,545	$	(1,367	)	$	-	$	-		$	486,545	$	(1,367	)

As of September 30, 2022 and December 31, 2021, the fair value of securities held by the Company in an unrealized loss position were $352.7 million and $486.5 million, respectively. As of September 30, 2022, there were 34 securities held by the

Company in an unrealized loss position that had been in an unrealized loss position over 12 months, and no securities in an unrealized loss position over 12 months as of December 31, 2021. The Company determined that there was no material change in the credit risk of the investments described above during the three and nine months ended September 30, 2022. As such, an allowance for credit losses has not been recognized. As of September 30, 2022, the Company does not intend to sell such securities, and it is not more-likely-than-not that the Company will be required to sell the securities prior to the recovery of the amortized cost basis.

As of September 30, 2022, all marketable securities had an effective maturity date of two years or less. Investments in securities with maturities of less than one year, or those for which management intends to use to fund current operations, are included in current assets and classified as available-for-sale. As of September 30, 2022, the balance in accumulated other comprehensive loss included the net unrealized losses related to the Company’s available-for-sale debt securities. There were no material realized gains or losses recognized on the maturity of available-for-sale securities during the three and nine months ended September 30, 2022 or 2021.

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities:

	Contingent Consideration			Cobalt Success Payment Liability			Harvard Success Payment Liability
	(in thousands)
Balance as of December 31, 2021	$	153,743		$	88,353		$	14,172
Changes in fair value - gain		(528	)		(46,823	)		(8,087	)
Balance as of March 31, 2022		153,215			41,530			6,085
Changes in fair value - gain		(3,830	)		(12,073	)		(2,025	)
Balance as of June 30, 2022		149,385			29,457			4,060
Changes in fair value - expense (gain)		(8,255	)		2,439			(246	)
Balance as of September 30, 2022	$	141,130		$	31,896		$	3,814

Contingent consideration

The Company utilizes significant estimates and assumptions it believes would be made by a market participant in determining the estimated fair value of the Cobalt Contingent Consideration at each balance sheet date. The fair value of the Cobalt Contingent Consideration was determined by calculating the probability-weighted estimated value of the pre-specified development milestone payments based on the assessment of the likelihood and estimated timing that the milestones would be achieved and the applicable discount rates. The discount rate captures the credit risk associated with the payment of the contingent consideration when earned and due. The Company assesses these estimates on an ongoing basis as additional data impacting the assumptions are obtained.

The fair value of the Cobalt Contingent Consideration was calculated using the following unobservable inputs:

	September 30, 2022		December 31, 2021
Unobservable Input	Range	Weighted-Average	Range	Weighted-Average
Discount rates	18.0% - 20.7%	19.2%	10.9% - 11.6%	11.2%
Probability of milestone achievement	3.3% - 85.0%	34.5%	5.0% - 75.0%	33.8%

The weighted-average unobservable inputs were calculated based on the relative value of the pre-specified development milestones. The estimated fair value of the Cobalt Contingent Consideration may change significantly as development progresses and additional data are obtained, impacting the assumptions regarding probabilities of successful achievement of the milestones used to estimate the fair value of the liability and the timing in which they are expected to be achieved. In evaluating the fair value assumptions, judgment is required to interpret the market data used to develop the estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions, inputs and/or different valuation techniques could result in materially different fair value estimates.

Success payments

The Company utilizes significant estimates and assumptions in determining the estimated fair value of the success payment liabilities and the associated expense or gain at each balance sheet date. The estimated fair value of each of the Cobalt and Harvard success payment liabilities was determined using a Monte Carlo simulation methodology, which models the estimated fair value of the liability based on several key assumptions, including: expected volatility, remaining term, risk-free interest rate, estimated number and timing of valuation measurement dates on the basis of which payment may be triggered, and, for the Cobalt Success Payment, the Company’s market capitalization, and, for the Harvard Success Payments, the per share fair value of the Company’s common stock.

The fair values of the Cobalt and Harvard success payment liabilities were calculated using the following unobservable inputs:

	September 30, 2022		December 31, 2021
Unobservable Input	Cobalt	Harvard	Cobalt	Harvard
Expected stock price volatility	70%	70%	70%	70%
Expected term (years)	16.4	8.5	17.1	9.2

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Restricted Cash

9 Months Ended

Sep. 30, 2022

Restricted Cash And Cash Equivalents [Abstract]

Restricted Cash

5. Restricted cash

As of September 30, 2022 and December 31, 2021, the Company maintained standby letters of credit of $10.5 million and $8.8 million, respectively, which are collateralized with a bank account at a financial institution in accordance with the applicable lease agreements. The Company’s letter of credit related to its lease for industrial space located in Fremont, California will reduce from $6.7 million to $0.6 million in July 2023, and as such, $6.1 million in restricted cash is included in current assets on the balance sheet as of September 30, 2022.

Accrued Liabilities - Schedule of Accrued Compensation and Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accrued compensation:
Accrued bonuses	$ 13,575	$ 13,814
Accrued paid time off	5,550	4,429
Accrued payroll	5,375	2,888
Total accrued compensation	24,500	21,131
Accrued expenses and other current liabilities:
Accrued research and development services	8,610	3,419
Accrued professional fees	2,317	1,971
Accrued property and equipment	1,795	2,566
Other accrued current liabilities	2,248	2,388
Total accrued expenses and other current liabilities	$ 14,970	$ 10,344

Commitments and Contingencies - Reconciliation of Undiscounted Operating Lease Cash Flows by Fiscal Year to Present Value of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Commitments And Contingencies Disclosure [Abstract]
2022 (remaining 3 months)	$ 4,733
2023	25,113
2024	24,326
2025	24,302
2026	21,183
2027 and thereafter	55,103
Total undiscounted lease payments	154,760
Less: imputed interest	(41,663)
Less: tenant improvement allowances	(1,317)
Present value of operating lease liabilities	111,780
Less: current portion of operating lease liabilities	(11,921)	$ (9,159)
Operating lease liabilities, net of current portion	$ 99,859	$ 101,784

Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Cash Equivalents
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	$ 129,825	$ 227,016
Gross Unrealized Holding Gains	7
Gross Unrealized Holding Losses	(2)
Estimated Fair Value	129,830	227,016
Cash Equivalents \| Money Market Funds \| Level 1
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	74,981	224,671
Estimated Fair Value	74,981	224,671
Cash Equivalents \| US Government Agencies Debt Securities \| Fair Value, Inputs, Level 2
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	54,644
Gross Unrealized Holding Gains	7
Gross Unrealized Holding Losses	(2)
Estimated Fair Value	54,649
Cash Equivalents \| Corporate Debt Securities \| Fair Value, Inputs, Level 2
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	200	2,345
Estimated Fair Value	200	2,345
Short-term Marketable Securities
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	327,940	298,295
Gross Unrealized Holding Gains	5	1
Gross Unrealized Holding Losses	(5,538)	(329)
Estimated Fair Value	322,407	297,967
Short-term Marketable Securities \| US Government Agencies Debt Securities \| Fair Value, Inputs, Level 2
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	278,844	162,854
Gross Unrealized Holding Gains	5	1
Gross Unrealized Holding Losses	(4,859)	(195)
Estimated Fair Value	273,990	162,660
Short-term Marketable Securities \| Corporate Debt Securities \| Fair Value, Inputs, Level 2
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	49,096	135,441
Gross Unrealized Holding Losses	(679)	(134)
Estimated Fair Value	48,417	135,307
Long-term Marketable Securities
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	26,709	196,919
Gross Unrealized Holding Losses	(886)	(1,038)
Estimated Fair Value	25,823	195,881
Long-term Marketable Securities \| US Government Agencies Debt Securities \| Fair Value, Inputs, Level 2
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	26,709	176,492
Gross Unrealized Holding Losses	(886)	(925)
Estimated Fair Value	25,823	175,567
Long-term Marketable Securities \| Corporate Debt Securities \| Fair Value, Inputs, Level 2
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost		20,427
Gross Unrealized Holding Losses		(113)
Estimated Fair Value		20,314
Financial Assets
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	484,844	722,656
Gross Unrealized Holding Gains	12	1
Gross Unrealized Holding Losses	(6,426)	(1,367)
Estimated Fair Value	478,430	721,290
Other Assets \| Fair Value, Inputs, Level 3
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	370	426
Estimated Fair Value	370	426
Short-term Financial Liabilities
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	59,429	56,382
Estimated Fair Value	59,429	56,382
Short-term Financial Liabilities \| Cobalt Contingent Consideration \| Fair Value, Inputs, Level 3
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	59,429	51,382
Estimated Fair Value	59,429	51,382
Short-term Financial Liabilities \| Success Payment Liabilities \| Fair Value, Inputs, Level 3
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost		5,000
Estimated Fair Value		5,000
Long-term Financial Liabilities
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	117,411	199,886
Estimated Fair Value	117,411	199,886
Long-term Financial Liabilities \| Cobalt Contingent Consideration \| Fair Value, Inputs, Level 3
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	81,701	102,361
Estimated Fair Value	81,701	102,361
Long-term Financial Liabilities \| Success Payment Liabilities \| Fair Value, Inputs, Level 3
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	35,710	97,525
Estimated Fair Value	35,710	97,525
Financial Liabilities
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	176,840	256,268
Estimated Fair Value	$ 176,840	$ 256,268

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	189,885,000	184,929,000
Common stock, shares outstanding	189,885,000	184,929,000

Net Loss Per Share - Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of dilutive net loss per share	27,325	23,225
Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of dilutive net loss per share	25,542	17,284
Unvested Restricted Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of dilutive net loss per share	806	5,791
Unvested RSUs
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of dilutive net loss per share	977	150

Acquisitions - (Tables)

9 Months Ended

Sep. 30, 2022

Cobalt Biomedicine Inc

Business Acquisition [Line Items]

Schedule of Various Thresholds for Market Capitalizations Resulting Potential Success Payment and Additional Potential Contingent Consideration

Sana market capitalization upon a change of control and resulting impact to Cobalt Success payment and additional potential Cobalt Contingent Consideration	Cobalt Success Payment		Additional potential Cobalt Contingent Consideration
	(in millions)
Equal to or exceeds $8.1 billion	$	500	$	-
Equal to or exceeds $7.4 billion, but less than $8.1 billion		150		350
Equal to or exceeds $6.8 billion, but less than $7.4 billion		100		400
Less than $6.8 billion		-		500

Commitments and Contingencies - Additional Information (Details) $ in Thousands	1 Months Ended	9 Months Ended
	Jun. 30, 2022 USD ($) ft²	Sep. 30, 2022 USD ($)
Lessee Lease Description [Line Items]
Obligation to pay base rent		$ 154,760
Weighted-average remaining lease term		6 years 4 months 24 days
Weighted-average incremental borrowing rate		9.65%
Bothell, Washington
Lessee Lease Description [Line Items]
Square feet \| ft²	79,565
Initial lease term	16 years
Option to extend the lease term		the option to extend the lease for up to three additional five-year terms.
Reimbursement of tenant improvements	$ 19,900
Optional additional tenant improvement allowance	$ 8,000
Optional additional tenant improvement allowance, interest rate	6.50%
Obligation to pay base rent	$ 68,800
Letter of credit	$ 1,600
Fremont, California
Lessee Lease Description [Line Items]
Option to extend the lease term		option to renew the lease for two additional five-year terms
Increase decrease in operating lease right-of-use assets		$ 12,800
Increase decrease in operating lease right-of-use liabilities		12,800
Construction in progress costs write-off		$ 4,500

Organization

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Organization

1. Organization

Sana Biotechnology, Inc. (the Company or Sana) is a biotechnology company focusing on utilizing engineered cells as medicines. The Company’s operations to date have included identifying and developing potential product candidates, executing preclinical studies, establishing manufacturing capabilities, acquiring technology, organizing and staffing the Company, developing and executing the Company’s business plan, establishing the Company’s intellectual property portfolio, raising capital, and providing general and administrative support for these operations.

Liquidity and capital resources

The Company is subject to a number of risks and uncertainties similar to other biotechnology companies in the development stage, including, but not limited to, those related to the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, the need to obtain marketing approval for its product candidates, building out internal and external manufacturing capabilities, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s products, the need to protect the Company’s intellectual property and proprietary technologies, and the need to attract and retain key scientific and management personnel. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability. Until such time as the Company can generate significant revenue from product sales, if ever, it expects to finance its operations with the proceeds from additional equity or debt financings or capital obtained in connection with strategic collaborations or licensing or other arrangements. In the event that additional financing is required, the Company may not be able to raise it on terms acceptable to it or at all.

In August 2022, the Company entered a sales agreement with Cowen and Company, LLC (Cowen), acting as sales agent, pursuant to which it may offer and sell through Cowen shares of the Company’s common stock having an aggregate offering price of up to $150.0 million from time to time in a series of one or more at the market equity offerings (collectively, the ATM facility). As of September 30, 2022, the Company had raised approximately $0.7 million in net proceeds under the ATM facility.

In February 2021, the Company successfully completed the initial public offering (IPO) of its common stock. In connection with the IPO, the Company issued 27.0 million shares of its common stock, including 3.5 million shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a price of $25.00 per share, and received $626.4 million in net proceeds, after deducting underwriting discounts and commissions of $45.2 million and offering expenses of $4.0 million. At the closing of the IPO, 134.1 million shares of convertible preferred stock then outstanding were automatically converted into shares of common stock. The related carrying value of the converted preferred stock of $852.9 million was reclassified to common stock and additional paid in-capital.

The Company has incurred operating losses each year since inception and expects such losses to continue for the foreseeable future. As of September 30, 2022, the Company had cash, cash equivalents, and marketable securities of $511.6 million, and an accumulated deficit of $974.4 million, which includes cumulative non-cash charges related to the revaluation of the success payment liabilities and contingent consideration of $33.3 million and $89.9 million, respectively.

Fair Value Measurements - Summary of Estimated Fair Value of Success Payment Liabilities Unobservable Inputs (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Expected Stock Price Volatility \| Cobalt
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value measurement input	0.70	0.70
Expected Stock Price Volatility \| Harvard
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value measurement input	0.70	0.70
Expected Term (Years) \| Cobalt
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value measurement input expected term (years)	16 years 4 months 24 days	17 years 1 month 6 days
Expected Term (Years) \| Harvard
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value measurement input expected term (years)	8 years 6 months	9 years 2 months 12 days

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2022

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consists of the following:

	September 30, 2022			December 31, 2021
	(in thousands)
Laboratory equipment	$	59,511		$	47,684
Leasehold improvements		34,427			33,848
Construction in progress		835			1,388
Computer equipment, software, and other		2,772			1,318
Total property and equipment, at cost		97,545			84,238
Less: Accumulated depreciation		(30,196	)		(18,774	)
Property and equipment, net	$	67,349		$	65,464

Stock-Based Compensation - Summary of RSA Activity (Details) shares in Thousands	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Restricted Stock
RSAs
Unvested shares as of December 31, 2021	4,365
Vested	(3,530)
Forfeited	(29)
Unvested shares as of September 30, 2022	806
Weighted-Average Grant Date Fair Value per Share
Unvested shares as of December 31, 2021 \| $ / shares	$ 0.43
Vested \| $ / shares	0.28
Unvested shares as of September 30, 2022 \| $ / shares	$ 1.13
Restricted Stock Units (RSUs)
RSAs
Unvested shares as of December 31, 2021	141
Granted	983
Vested	(59)
Forfeited	(88)
Unvested shares as of September 30, 2022	977
Weighted-Average Grant Date Fair Value per Share
Unvested shares as of December 31, 2021 \| $ / shares	$ 9.43
Granted \| $ / shares	6.33
Vested \| $ / shares	8.56
Forfeited \| $ / shares	4.66
Unvested shares as of September 30, 2022 \| $ / shares	$ 6.82

Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

13. Net loss per share

Basic and diluted net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. The Company was in a loss position for all periods presented; therefore, basic and diluted net loss per share are the same for all periods, as the inclusion of all potential common securities outstanding would have been anti-dilutive.

The following securities were excluded from the calculation of net loss per diluted share of common stock for periods presented as their effect would have been anti-dilutive:

	Nine Months Ended September 30,
	2022		2021
	(in thousands)
Options to purchase common stock		25,542		17,284
Unvested restricted common stock		806		5,791
Unvested RSUs		977		150
Total		27,325		23,225

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 163,343	$ 253,029
Marketable securities	322,407	297,967
Restricted cash	6,100
Prepaid expenses and other current assets	8,400	7,105
Total current assets	500,250	558,101
Long-term marketable securities	25,823	195,881
Property and equipment, net	67,349	65,464
Operating lease right-of-use assets	95,733	96,320
Long-term restricted cash	4,408	8,819
Intangible asset	59,195	59,195
Goodwill	140,627	140,627
Other non-current assets	4,717	5,000
TOTAL ASSETS	898,102	1,129,407
Current liabilities:
Accounts payable	3,993	2,219
Accrued compensation	24,500	21,131
Accrued expenses and other current liabilities	14,970	10,344
Operating lease liabilities	11,921	9,159
Contingent consideration	59,429	51,382
Success payment liabilities		5,000
Total current liabilities	114,813	99,235
Operating lease liabilities, net of current portion	99,859	101,784
Contingent consideration, net of current portion	81,701	102,361
Success payment liabilities, net of current portion	35,710	97,525
Total liabilities	332,083	400,905
Commitments and contingencies (Note 9)
Stockholders' equity:
Preferred stock, $0.0001 par value; 50,000 shares authorized; zero shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively
Common stock, $0.0001 par value; 750,000 shares authorized; 189,885 and 184,929 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	19	18
Additional paid-in capital	1,546,807	1,515,210
Accumulated other comprehensive loss	(6,414)	(1,366)
Accumulated deficit	(974,393)	(785,360)
Total stockholders' equity	566,019	728,502
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 898,102	$ 1,129,407

Acquisitions - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended		44 Months Ended
	Feb. 28, 2019	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill		$ 140,627,000		$ 140,627,000		$ 140,627,000	$ 140,627,000
Estimated fair value of contingent consideration, short term liabilities		59,429,000		59,429,000		59,429,000	51,382,000
Estimated fair value of contingent consideration, long-term liabilities		81,701,000		81,701,000		81,701,000	102,361,000
Contingent consideration				(12,613,000)	$ 10,080,000	89,900,000
Acquisition Agreement \| Cobalt Biomedicine Inc
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired	100.00%
Business combination, intangible assets	$ 59,200,000
Goodwill	140,600,000
Business acquisition, impairment of intangible assets or goodwill	0
Maximum contingent consideration upon achievement of certain pre-specified development milestones	$ 500,000,000.0
Maximum period expected to achieve for success payments	20 years
Acquisition Agreement \| Cobalt Biomedicine Inc \| Research and Development Expense
Business Acquisition [Line Items]
Estimated fair value of contingent consideration		141,100,000		141,100,000		141,100,000	153,700,000
Estimated fair value of contingent consideration, short term liabilities		59,400,000		59,400,000		59,400,000	51,400,000
Estimated fair value of contingent consideration, long-term liabilities		81,700,000		81,700,000		81,700,000	102,300,000
Change in estimated fair value of success payment		(2,400,000)	$ (21,800,000)	56,500,000	(46,900,000)
Contingent consideration		8,300,000	$ 8,500,000	12,600,000	$ (10,100,000)
Acquisition Agreement \| Cobalt Biomedicine Inc \| Long-term Liabilities \| Research and Development Expense
Business Acquisition [Line Items]
Estimated fair value of success payment liability		$ 31,900,000		$ 31,900,000		$ 31,900,000	$ 88,300,000
Acquisition Agreement \| Cobalt Biomedicine Inc \| Minimum
Business Acquisition [Line Items]
Threshold market capitalization	$ 8,100,000,000
Acquisition Agreement \| Cobalt Biomedicine Inc \| Market Capitalization Equal to or Exceeds $8.1 billion
Business Acquisition [Line Items]
Cobalt success payment	$ 500,000,000.0

Property and Equipment, Net

9 Months Ended

Sep. 30, 2022

Property Plant And Equipment [Abstract]

Property and Equipment, Net

7. Property and equipment, net

Property and equipment, net consists of the following:

	September 30, 2022			December 31, 2021
	(in thousands)
Laboratory equipment	$	59,511		$	47,684
Leasehold improvements		34,427			33,848
Construction in progress		835			1,388
Computer equipment, software, and other		2,772			1,318
Total property and equipment, at cost		97,545			84,238
Less: Accumulated depreciation		(30,196	)		(18,774	)
Property and equipment, net	$	67,349		$	65,464

Depreciation expense was $4.0 million and $2.8 million for the three months ended September 30, 2022 and 2021, respectively, and $11.4 million and $7.7 million for the nine months ended September 30, 2022 and 2021, respectively.

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share

The following securities were excluded from the calculation of net loss per diluted share of common stock for periods presented as their effect would have been anti-dilutive:

	Nine Months Ended September 30,
	2022		2021
	(in thousands)
Options to purchase common stock		25,542		17,284
Unvested restricted common stock		806		5,791
Unvested RSUs		977		150
Total		27,325		23,225

Accrued Liabilities

9 Months Ended

Sep. 30, 2022

Payables And Accruals [Abstract]

Accrued liabilities

8. Accrued liabilities

Accrued compensation and accrued expenses and other current liabilities consist of the following:

	September 30, 2022		December 31, 2021
	(in thousands)
Accrued compensation:
Accrued bonuses	$	13,575	$	13,814
Accrued paid time off		5,550		4,429
Accrued payroll		5,375		2,888
Total accrued compensation	$	24,500	$	21,131
Accrued expenses and other current liabilities:
Accrued research and development services	$	8,610	$	3,419
Accrued professional fees		2,317		1,971
Accrued property and equipment		1,795		2,566
Other accrued current liabilities		2,248		2,388
Total accrued expenses and other current liabilities	$	14,970	$	10,344

Stock-Based Compensation

9 Months Ended

Sep. 30, 2022

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-based compensation

11. Stock-based compensation

Equity incentive plans

In February 2021, the Company adopted the 2021 Incentive Award Plan (2021 Plan) and the 2021 Employee Stock Purchase Plan (2021 ESPP), both of which became effective on the completion of the Company’s IPO. The 2021 Plan provides for a variety of stock-based compensation awards, including stock options, restricted stock awards (RSAs), and restricted stock units (RSUs). The 2021 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their earnings, subject to plan limitations. Unless otherwise determined by the Company’s board of directors, employees may purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first date of an offering period or on the purchase date. As of September 30, 2022, 12.6 million shares and 3.6 million shares were available for future issuance under the 2021 Plan and the 2021 ESPP, respectively.

Stock-based compensation expense

Stock-based compensation expense is recognized in the statements of operations as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
	(in thousands)
Research and development	$	7,437	$	4,072	$	20,557	$	9,888
General and administrative		2,643		1,878		7,189		5,161
Total stock-based compensation expense	$	10,080	$	5,950	$	27,746	$	15,049

Unrecognized stock-based compensation costs related to unvested awards and the weighted-average period over which the costs are expected to be recognized as of September 30, 2022 are as follows:

	Stock Options		RSAs		RSUs
Unrecognized stock-based compensation expense (in thousands)	$	92,582	$	860	$	5,317
Weighted-average period costs expected to be recognized (in years)		2.8		1.0		2.5

Stock options

A summary of the Company’s stock option activity is as follows:

	Stock Options (in thousands)			Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2021		17,337		$	8.96		8.7	$	141,718
Granted		11,375			6.15
Exercised		(983	)		2.16
Forfeited/Cancelled		(2,187	)		8.53
Outstanding as of September 30, 2022		25,542		$	8.00		8.6	$	24,279
Exercisable as of September 30, 2022		6,604		$	6.90		7.8	$	13,114

The fair value of stock options granted to employees, directors, and consultants was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions:

	Nine Months Ended September 30,
Assumptions	2022	2021
Risk free interest rate	1.56% - 3.94%	0.46% - 1.15%
Expected volatility	70%	70%
Expected term (years)	5.50 - 6.25	5.50 - 6.40
Expected dividend	0%	0%

The following table summarizes additional information related to stock option activity:

	Nine Months Ended September 30,
	2022		2021
Weighted average grant date fair value per share for options granted	$	3.96	$	14.64
Aggregate intrinsic value of stock options exercised (in thousands)	$	5,854	$	22,187

Restricted stock

A summary of the Company’s restricted stock activity is as follows:

	RSAs (in thousands)			RSAs Weighted-Average Grant Date Fair Value per Share		RSUs (in thousands)			RSUs Weighted-Average Grant Date Fair Value per Share
Unvested shares as of December 31, 2021		4,365		$	0.43		141		$	9.43
Granted		-			-		983			6.33
Vested		(3,530	)		0.28		(59	)		8.56
Forfeited		(29	)		-		(88	)		4.66
Unvested shares as of September 30, 2022		806		$	1.13		977		$	6.82

The fair value of RSAs vested during the nine months ended September 30, 2022 and 2021 was $1.0 million and $1.1 million, respectively. The fair value of RSUs vested during the nine months ended September 30, 2022 and 2021 was $0.4 million and $0.3 million, respectively.

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property Plant And Equipment [Abstract]
Depreciation expense	$ 4,000	$ 2,800	$ 11,430	$ 7,735

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating expenses:
Research and development	$ 76,735	$ 53,245	$ 221,964	$ 140,121
Research and development related success payments and contingent consideration	(6,062)	16,753	(79,428)	67,778
General and administrative	15,514	13,433	48,240	37,731
Total operating expenses	86,187	83,431	190,776	245,630
Loss from operations	(86,187)	(83,431)	(190,776)	(245,630)
Interest income, net	1,173	158	2,149	409
Other income (expense), net	(106)	10	(406)	24
Net loss	$ (85,120)	$ (83,263)	$ (189,033)	$ (245,197)
Net income (loss) per common share - basic	$ (0.45)	$ (0.46)	$ (1.01)	$ (1.53)
Net income (loss) per common share - diluted	$ (0.45)	$ (0.46)	$ (1.01)	$ (1.53)
Weighted-average number of common shares - basic	189,303	181,827	187,645	160,515
Weighted-average number of common shares - diluted	189,303	181,827	187,645	160,515

Commitments and Contingencies - Summary of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Lease, Cost [Abstract]
Operating lease cost	$ 6,146	$ 4,303	$ 17,692	$ 11,368
Short-term lease cost				512
Variable lease cost	1,831	1,286	5,223	4,015
Total lease cost	$ 7,977	$ 5,589	$ 22,915	$ 15,895

Stock-Based Compensation - Schedule of Assumptions Used in Black-Scholes Option-Pricing Model for Estimating Fair Value of Stock Options Granted (Details)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk free interest rate, minimum	1.56%	0.46%
Risk free interest rate, maximum	3.94%	1.15%
Expected volatility	70.00%	70.00%
Expected dividend	0.00%	0.00%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	5 years 6 months	5 years 6 months
Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	6 years 3 months	6 years 4 months 24 days

Fair Value Measurements - Summary of Estimated Fair Value Available For Sale Debt Securities Continuous Unrealized Loss Position (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value less than 12 months	$ 124,150	$ 486,545
Unrealized losses less than 12 months	(1,697)	(1,367)
Fair value 12 months or greater	228,587
Unrealized losses 12 months or greater	(4,729)
Total fair value	352,737	486,545
Total unrealized losses	(6,426)	(1,367)
US Government Agencies Debt Securities
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value less than 12 months	110,150	329,883
Unrealized losses less than 12 months	(1,425)	(1,120)
Fair value 12 months or greater	193,970
Unrealized losses 12 months or greater	(4,322)
Total fair value	304,120	329,883
Total unrealized losses	(5,747)	(1,120)
Corporate Debt Securities
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value less than 12 months	14,000	156,662
Unrealized losses less than 12 months	(272)	(247)
Fair value 12 months or greater	34,617
Unrealized losses 12 months or greater	(407)
Total fair value	48,617	156,662
Total unrealized losses	$ (679)	$ (247)

Organization - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands	1 Months Ended	3 Months Ended		9 Months Ended		44 Months Ended
	Feb. 28, 2021	Sep. 30, 2022	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Aug. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Description Of Organization [Line Items]
Net proceeds from issuance of common stock				$ 724,000
Proceeds from public offering of common stock, net of offering costs					$ 626,405,000
Accumulated deficit		$ 974,393,000		974,393,000		$ 974,393,000		$ 785,360,000
Cash, cash equivalents and marketable securities		$ 511,600,000		511,600,000		511,600,000
Success payment liabilities				(66,815,000)	57,698,000	33,300,000
Contingent consideration				(12,613,000)	$ 10,080,000	$ 89,900,000
Convertible Preferred Stock
Description Of Organization [Line Items]
Outstanding convertible preferred stock (in shares)									134,113
Common Stock
Description Of Organization [Line Items]
Conversion of preferred stock into common stock (in shares)			134,113
At The Market Offering \| Common Stock
Description Of Organization [Line Items]
Issuance of common stock, net of offering costs (in shares)		149
IPO
Description Of Organization [Line Items]
Outstanding convertible preferred stock (in shares)	134,100
IPO \| Convertible Preferred Stock
Description Of Organization [Line Items]
Conversion of preferred stock into common stock (in shares)	134,100
Carrying value of converted preferred stock	$ 852,900,000
IPO \| Common Stock
Description Of Organization [Line Items]
Issuance of common stock, net of offering costs (in shares)	27,000		27,025
Common stock price per share	$ 25.00
Proceeds from public offering of common stock, net of offering costs	$ 626,400,000
Payments of underwriting discounts and commissions	45,200,000
Offering expenses	$ 4,000,000.0
Underwriters' Option To Purchase Additional Shares \| Common Stock
Description Of Organization [Line Items]
Issuance of common stock, net of offering costs (in shares)	3,500
Cowen \| At The Market Offering
Description Of Organization [Line Items]
Common stock maximum aggregate offering price							$ 150,000,000.0
Net proceeds from issuance of common stock				$ 700,000

Basis of presentation and significant accounting policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and include the accounts of the Company and its wholly-owned subsidiaries. Certain prior period amounts have been reclassified to conform to current period presentation. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (SEC) on March 16, 2022 (2021 Annual Report).
Significant accounting policies	Significant accounting policies The significant accounting policies used in the preparation of these condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 are consistent with those discussed in Note 2 in the 2021 Annual Report.
Use of estimates	Use of estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates in the Company’s condensed consolidated financial statements relate to success payment liabilities, contingent consideration, business combinations, accrued expenses, operating lease right-of-use assets and liabilities, and the valuation of stock options.
Recent accounting pronouncements	Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the adoption of recently issued standards has had or may have a material impact on its condensed consolidated financial statements or disclosures.

License and collaboration agreements

9 Months Ended

Sep. 30, 2022

License And Collaboration Agreements [Abstract]

License and Collaboration Agreements

4. License and collaboration agreements

Beam Therapeutics Inc.

In October 2021, the Company entered into an option and license agreement (Beam Agreement) with Beam Therapeutics Inc. (Beam), pursuant to which the Company was granted a non-exclusive license to use Beam’s proprietary CRISPR Cas12b nuclease editing technology to research, develop, and commercialize engineered cell therapy products that (i) are directed to certain antigen targets, with respect to the Company’s allogeneic T cell programs, or (ii) comprise certain human cell types, with respect to the Company’s stem cell-derived programs. The Company made an upfront cash payment of $50.0 million to Beam, which was recorded in research and development expense for the year ended December 31, 2021. Additionally, under the terms of the agreement, the Company may be obligated to pay up to $65.0 million for each licensed product in specified developmental and commercial milestone payments and royalties on licensed products. A member of the Company’s board of directors was, at the time of entry into the Beam Agreement, a beneficial owner of Beam, and is affiliated with a member of the board of directors of Beam.

President and Fellows of Harvard College

In March 2019, the Company entered into an exclusive license agreement with the President and Fellows of Harvard College (Harvard) to access certain intellectual property for the development of hypoimmune cells.

Under the terms of the agreement, the Company may be required to pay to Harvard up to an aggregate of $175.0 million in success payments, payable in cash, based on increases in the fair value of the Company’s common stock (Harvard Success Payments). The potential Harvard Success Payments are based on multiples of increased value ranging from 5x to 40x, based on a comparison of the fair market value of the Company’s common stock relative to the original issuance price of $4.00 per share at pre-determined valuation measurement dates, which include the one-year anniversary of our IPO, and periodically thereafter, the date of the consummation of a merger, an asset sale, or the sale of the majority of the shares held by the Company’s Series A convertible preferred stockholders, and the last day of the term of the Harvard Success Payments. As of September 30, 2022, a Harvard Success Payment had not been triggered.

The aggregate amount of the Harvard Success Payments will not exceed an aggregate of $175.0 million, which payment amount would only occur upon a 40x increase in the fair value of the Company’s common stock based on a comparison of the fair market value of the Company’s common stock relative to the original issuance price of $4.00 per share. If a higher success payment tier is first met at the same time a lower tier is first met, both tiers will be owed.

Any previous success payments made to Harvard would be credited against the success payment owed as of any valuation measurement date so that Harvard does not receive multiple success payments in connection with the same threshold. The Harvard Success Payments can be achieved over a maximum of 12 years from the effective date of the agreement.

The following table summarizes the potential success payments and common stock price required for payment:

Multiple of Equity Value at Issuance	5x		10x		20x		30x		40x
Per share common stock price required for payment	$	20.00	$	40.00	$	80.00	$	120.00	$	160.00
Success payment(s) (in millions)	$	5.0	$	15.0	$	30.0	$	50.0	$	75.0

The Harvard Success Payment liabilities are carried at fair value, with changes in fair value recognized in the statements of operations in research and development related success payments and contingent consideration. As of September 30, 2022, the estimated fair value of the Harvard Success Payment liability was $3.8 million, which was recorded in long-term liabilities in the balance sheet. As of December 31, 2021, the estimated fair value of the Harvard Success Payment liability was $14.2 million, of which $5.0 million was recorded in short-term liabilities and $9.2 million was recorded in long-term liabilities in the balance sheet. In connection with the change in the estimated fair value of the Harvard Success Payment liability, the Company recognized a gain of $0.2 million and an expense of $3.4 million, respectively, for the three months ended September 30, 2022 and 2021, and a gain of $10.3 million and an expense of $10.8 million, respectively, for the nine months ended September 30, 2022 and 2021.

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Stock Based Compensation Expense Recognized

Stock-based compensation expense is recognized in the statements of operations as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
	(in thousands)
Research and development	$	7,437	$	4,072	$	20,557	$	9,888
General and administrative		2,643		1,878		7,189		5,161
Total stock-based compensation expense	$	10,080	$	5,950	$	27,746	$	15,049

Schedule of Unrecognized Stock-Based Compensation Costs Related to Unvested Awards and Weighted-Average Period Over Which Costs are Expected to be Recognized

Unrecognized stock-based compensation costs related to unvested awards and the weighted-average period over which the costs are expected to be recognized as of September 30, 2022 are as follows:

	Stock Options		RSAs		RSUs
Unrecognized stock-based compensation expense (in thousands)	$	92,582	$	860	$	5,317
Weighted-average period costs expected to be recognized (in years)		2.8		1.0		2.5

Summary of Stock Option Activity

A summary of the Company’s stock option activity is as follows:

	Stock Options (in thousands)			Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2021		17,337		$	8.96		8.7	$	141,718
Granted		11,375			6.15
Exercised		(983	)		2.16
Forfeited/Cancelled		(2,187	)		8.53
Outstanding as of September 30, 2022		25,542		$	8.00		8.6	$	24,279
Exercisable as of September 30, 2022		6,604		$	6.90		7.8	$	13,114

Schedule of Assumptions Used in Black-Scholes Option-Pricing Model for Estimating Fair Value of Stock Options Granted

The fair value of stock options granted to employees, directors, and consultants was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions:

	Nine Months Ended September 30,
Assumptions	2022	2021
Risk free interest rate	1.56% - 3.94%	0.46% - 1.15%
Expected volatility	70%	70%
Expected term (years)	5.50 - 6.25	5.50 - 6.40
Expected dividend	0%	0%

Summary of Additional Information Related to Stock Option Activity

The following table summarizes additional information related to stock option activity:

	Nine Months Ended September 30,
	2022		2021
Weighted average grant date fair value per share for options granted	$	3.96	$	14.64
Aggregate intrinsic value of stock options exercised (in thousands)	$	5,854	$	22,187

Summary of RSA Activity

A summary of the Company’s restricted stock activity is as follows:

	RSAs (in thousands)			RSAs Weighted-Average Grant Date Fair Value per Share		RSUs (in thousands)			RSUs Weighted-Average Grant Date Fair Value per Share
Unvested shares as of December 31, 2021		4,365		$	0.43		141		$	9.43
Granted		-			-		983			6.33
Vested		(3,530	)		0.28		(59	)		8.56
Forfeited		(29	)		-		(88	)		4.66
Unvested shares as of September 30, 2022		806		$	1.13		977		$	6.82