0000950170-24-123730 | 10-Q | XBRL Viewer

Restricted Cash	9 Months Ended
Sep. 30, 2024
Restricted Cash and Cash Equivalents [Abstract]
Restricted Cash	5. Restricted cash The Company maintains standby letters of credit that are collateralized with a bank account at a financial institution in accordance with certain lease agreements. The aggregate amount of such standby letters of credit was $3.8 million as of each of September 30, 2024 and December 31, 2023.

Restricted Cash

9 Months Ended

Sep. 30, 2024

Restricted Cash and Cash Equivalents [Abstract]

5. Restricted cash

The Company maintains standby letters of credit that are collateralized with a bank account at a financial institution in accordance with certain lease agreements. The aggregate amount of such standby letters of credit was $3.8 million as of each of September 30, 2024 and December 31, 2023.

Employee Benefit Plan	9 Months Ended
Sep. 30, 2024
Retirement Benefits [Abstract]
Employee Benefit Plan	14. Employee benefit plan In January 2019, the Company adopted a 401(k) retirement and savings plan (the 401(k) Plan) covering all employees. The 401(k) Plan allows employees to make pre- and post-tax contributions up to the maximum allowable amount set by the IRS. The Company matches each participant’s 401(k) contributions, up to $4,000 per year per participant.

Employee Benefit Plan

9 Months Ended

Sep. 30, 2024

Retirement Benefits [Abstract]

Employee Benefit Plan

14. Employee benefit plan

In January 2019, the Company adopted a 401(k) retirement and savings plan (the 401(k) Plan) covering all employees. The 401(k) Plan allows employees to make pre- and post-tax contributions up to the maximum allowable amount set by the IRS. The Company matches each participant’s 401(k) contributions, up to $4,000 per year per participant.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-URI https://asc.fasb.org/1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480266/715-60-50-3

+ Details

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, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
2024 (remaining 3 months)	$ 3,572
2025	21,768
2026	22,471
2027	19,899
2028	15,226
2029 and thereafter	93,495
Total undiscounted lease payments	176,431
Less: imputed interest	(80,347)
Present value of operating lease liabilities	96,084
Less: current portion of operating lease liabilities	(10,601)	$ (13,195)
Operating lease liabilities, net of current portion	$ 85,483	$ 90,901

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, 2024	Sep. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk free interest rate, minimum	3.70%	3.40%
Risk free interest rate, maximum	4.70%	4.60%
Expected volatility	72.50%
Expected volatility, minimum		70.00%
Expected volatility, maximum		72.50%
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
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	6 years 3 months	6 years 6 months

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	At The Market Offering	Common Stock	Common Stock At The Market Offering	Additional Paid-in Capital	Additional Paid-in Capital At The Market Offering	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance at Dec. 31, 2022	$ 499,315		$ 19		$ 1,558,459		$ (4,327)	$ (1,054,836)
Beginning balance (in shares) at Dec. 31, 2022			191,022
Fees incurred related to common stock financings/issuance of common stock from at the market offering	(200)				(200)
Vesting of restricted stock (in shares)			154
Exercise of stock options	331				331
Exercise of stock options (in shares)			233
Stock-based compensation expense	8,751				8,751
Unrealized gain (loss) on marketable securities, net	2,188						2,188
Net income (loss)	(82,123)							(82,123)
Ending balance at Mar. 31, 2023	428,262		$ 19		1,567,341		(2,139)	(1,136,959)
Ending balance (in shares) at Mar. 31, 2023			191,409
Beginning balance at Dec. 31, 2022	499,315		$ 19		1,558,459		(4,327)	(1,054,836)
Beginning balance (in shares) at Dec. 31, 2022			191,022
Net income (loss)	(195,138)
Ending balance at Sep. 30, 2023	365,852		$ 20		1,616,008		(202)	(1,249,974)
Ending balance (in shares) at Sep. 30, 2023			197,064
Beginning balance at Mar. 31, 2023	428,262		$ 19		1,567,341		(2,139)	(1,136,959)
Beginning balance (in shares) at Mar. 31, 2023			191,409
Issuance of common stock, net of offering costs (in shares)				4,586
Issuance of common stock, net of offering costs		$ 27,248		$ 1		$ 27,247
Fees incurred related to common stock financings/issuance of common stock from at the market offering		(985)
Vesting of restricted stock (in shares)			119
Exercise of stock options	691				691
Exercise of stock options (in shares)			357
Issuance of common stock related to employee stock purchase plan	1,705				1,705
Issuance of common stock related to employee stock purchase plan (in shares)			409
Stock-based compensation expense	9,848				9,848
Unrealized gain (loss) on marketable securities, net	1,274						1,274
Net income (loss)	(113,999)							(113,999)
Ending balance at Jun. 30, 2023	355,029		$ 20		1,606,832		(865)	(1,250,958)
Ending balance (in shares) at Jun. 30, 2023			196,880
Fees incurred related to common stock financings/issuance of common stock from at the market offering		(19)				(19)
Vesting of restricted stock (in shares)			81
Exercise of stock options	192				192
Exercise of stock options (in shares)			103
Stock-based compensation expense	9,003				9,003
Unrealized gain (loss) on marketable securities, net	663						663
Net income (loss)	984							984
Ending balance at Sep. 30, 2023	365,852		$ 20		1,616,008		(202)	(1,249,974)
Ending balance (in shares) at Sep. 30, 2023			197,064
Beginning balance at Dec. 31, 2023	$ 287,506		$ 20		1,625,637		(60)	(1,338,091)
Beginning balance (in shares) at Dec. 31, 2023	197,857		197,857
Issuance of common stock, net of offering costs (in shares)			21,773	150
Issuance of common stock, net of offering costs	$ 180,008	1,037	$ 2		180,006	$ 1,037
Fees incurred related to common stock financings/issuance of common stock from at the market offering		$ (113)
Vesting of restricted stock (in shares)			386
Exercise of stock options	4,929				4,929
Exercise of stock options (in shares)			1,120
Stock-based compensation expense	9,092				9,092
Unrealized gain (loss) on marketable securities, net	45						45
Net income (loss)	(107,475)							(107,475)
Ending balance at Mar. 31, 2024	375,142		$ 22		1,820,701		(15)	(1,445,566)
Ending balance (in shares) at Mar. 31, 2024			221,286
Beginning balance at Dec. 31, 2023	$ 287,506		$ 20		1,625,637		(60)	(1,338,091)
Beginning balance (in shares) at Dec. 31, 2023	197,857		197,857
Exercise of stock options (in shares)	2,472
Net income (loss)	$ (217,690)
Ending balance at Sep. 30, 2024	$ 292,478		$ 22		1,848,183		54	(1,555,781)
Ending balance (in shares) at Sep. 30, 2024	223,108		223,108
Beginning balance at Mar. 31, 2024	$ 375,142		$ 22		1,820,701		(15)	(1,445,566)
Beginning balance (in shares) at Mar. 31, 2024			221,286
Fees incurred related to common stock financings/issuance of common stock from at the market offering	(16)				(16)
Vesting of restricted stock (in shares)			52
Exercise of stock options	2,361				2,361
Exercise of stock options (in shares)			548
Issuance of common stock related to employee stock purchase plan	1,077				1,077
Issuance of common stock related to employee stock purchase plan (in shares)			323
Stock-based compensation expense	11,380				11,380
Unrealized gain (loss) on marketable securities, net	(4)						(4)
Net income (loss)	(50,291)							(50,291)
Ending balance at Jun. 30, 2024	339,649		$ 22		1,835,503		(19)	(1,495,857)
Ending balance (in shares) at Jun. 30, 2024			222,209
Fees incurred related to common stock financings/issuance of common stock from at the market offering	(29)				(29)
Vesting of restricted stock (in shares)			84
Exercise of stock options	1,939				1,939
Exercise of stock options (in shares)			815
Stock-based compensation expense	10,770				10,770
Unrealized gain (loss) on marketable securities, net	73						73
Net income (loss)	(59,924)							(59,924)
Ending balance at Sep. 30, 2024	$ 292,478		$ 22		$ 1,848,183		$ 54	$ (1,555,781)
Ending balance (in shares) at Sep. 30, 2024	223,108		223,108

Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [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 initial public offering. 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, 2024, 20.9 million shares and 6.2 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 condensed consolidated statements of operations as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in thousands)
Research and development	$	6,481	$	5,722	$	19,452	$	18,387
General and administrative		4,289		3,281		11,790		9,215
Total stock-based compensation expense	$	10,770	$	9,003	$	31,242	$	27,602

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, 2024 are as follows:


	Stock Options		RSUs
Unrecognized stock-based compensation expense (in thousands)	$	60,322	$	25,801
Weighted-average period costs expected to be recognized (in years)		2.5		3.2

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, 2023		26,849		$	6.60		8.0	$	11,235
Granted		7,538			8.82
Exercised		(2,472	)		3.72
Forfeited/Cancelled		(3,432	)		8.06
Outstanding as of September 30, 2024		28,483		$	7.26		7.8	$	7,966
Exercisable as of September 30, 2024		14,635		$	7.19		6.9	$	6,450

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	2024	2023
Risk free interest rate	3.7% – 4.7%	3.4% – 4.6%
Expected volatility	72.5%	70.0% – 72.5%
Expected term (years)	5.50 – 6.25	5.50 – 6.50
Expected dividend	0%	0%

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


	Nine Months Ended September 30,
	2024		2023
Weighted average grant date fair value per share for options granted	$	5.98	$	2.62
Aggregate intrinsic value of stock options exercised (in thousands)	$	7,632	$	2,426

Restricted stock

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


	RSUs (in thousands)			RSUs Weighted-Average Grant Date Fair Value per Share
Unvested as of December 31, 2023		2,341		$	3.88
Granted		3,345			8.75
Vested		(524	)		4.76
Forfeited		(673	)		6.46
Unvested as of September 30, 2024		4,489		$	7.03

The fair value of RSUs that vested during the nine months ended September 30, 2024 and 2023 was $5.0 million and $1.6 million, respectively.

Stockholders' Equity - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended			9 Months Ended
	Feb. 29, 2024	Sep. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Sep. 30, 2024	Aug. 31, 2022
Class Of Stock [Line Items]
Pre-funded warrants exercised		0			0
Description of pre-funded warrants exerciable					The pre-funded warrants are exercisable at any time; however, the holders of pre-funded warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise. The holders of pre-funded warrants may increase or decrease such percentages not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.
Maximum percentage of pre-funded warrants increase or decrease by providing atleast 61 days prior notice					19.99%
Pre-funded warrants not exercise if holder together owns maximum percentage of number of common stock outstanding					4.99%
Common Stock
Class Of Stock [Line Items]
Aggregate common stock sold			21,773,000
At The Market Offering \| Common Stock
Class Of Stock [Line Items]
Aggregate common stock sold			150,000	4,586,000
Over Allotment Option
Class Of Stock [Line Items]
Number of warrants to purchase common stock	12,700,000
Net proceeds from issuance of common stock	$ 180,000,000				$ 180,000,000
Underwritten Public Offering \| Common Stock
Class Of Stock [Line Items]
Aggregate common stock sold	21,800,000
Underwriters' Option To Purchase Additional Shares \| Common Stock
Class Of Stock [Line Items]
Aggregate common stock sold	4,500,000
Pre Funded Warrants
Class Of Stock [Line Items]
Exercise price of common stock per share		$ 0.0001			$ 0.0001
Pre Funded Warrants \| Over Allotment Option
Class Of Stock [Line Items]
Number of warrants to purchase common stock	12,700,000
Cowen \| At The Market Offering
Class Of Stock [Line Items]
Common stock maximum aggregate offering price						$ 150,000,000
Aggregate common stock sold					4,900,000
Net proceeds from issuance of common stock					$ 28,600,000

Net income (loss) per share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Summary of Calculation of Basic and Diluted Net Loss Per Share of Common Stock

The following table summarizes the calculation of basic and diluted net income (loss) per share of common stock:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024			2023		2024			2023
	(in thousands, except per share amounts)
Basic earnings per common share:
Net income (loss) attributable to common stockholders	$	(59,924	)	$	984	$	(217,690	)	$	(195,138	)
Weighted-average number of common shares – basic		235,412			196,978		229,076			193,605
Basic earnings (loss) per common share	$	(0.25	)	$	0.00	$	(0.95	)	$	(1.01	)

Diluted earnings per common share:
Net income (loss) attributable to common stockholders	$	(59,924	)	$	984	$	(217,690	)	$	(195,138	)
Weighted-average number of common shares – basic		235,412			196,978		229,076			193,605
Effect of dilutive securities:
Stock options and restricted stock units		-			3,495		-			-
Weighted-average number of common shares – diluted		235,412			200,473		229,076			193,605
Diluted earnings (loss) per common share	$	(0.25	)	$	0.00	$	(0.95	)	$	(1.01	)

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

The following securities were excluded from the computation 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,
	2024		2023
	(in thousands)
Options to purchase common stock		28,483		23,302
Unvested RSUs		4,489		142
Total		32,972		23,444

Net income (loss) per share - Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of dilutive net loss per share	32,972	23,444
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	28,483	23,302
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	4,489	142

Accrued Liabilities

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued liabilities

8. Accrued liabilities

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


	September 30, 2024		December 31, 2023
	(in thousands)
Accrued compensation:
Accrued bonuses	$	8,813	$	14,379
Accrued paid time off		4,570		4,731
Accrued payroll		4,131		3,936
Other accrued compensation		536		676
Total accrued compensation	$	18,050	$	23,722
Accrued expenses and other current liabilities:
Accrued research and development services	$	9,733	$	10,110
Accrued professional fees		1,725		1,470
Accrued property and equipment		199		9,200
Other accrued current liabilities		3,705		2,682
Total accrued expenses and other current liabilities	$	15,362	$	23,462

Restricted Cash - Additional Information (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Restricted Cash And Cash Equivalents Items [Line Items]
Standby letters of credit	$ 3.8	$ 3.8
Restricted cash and cash equivalents, noncurrent, nature of restriction, description	standby letters of credit that are collateralized with a bank account at a financial institution in accordance with certain lease agreements. The aggregate amount of such standby letters of credit was

Employee Benefit Plan - Additional Information (Details)	9 Months Ended
	Sep. 30, 2024 USD ($)
Maximum
Defined Contribution Plan Disclosure [Line Items]
Matching contribution by employer under retirement and savings plan	$ 4,000

License and collaboration agreements

9 Months Ended

Sep. 30, 2024

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 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 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 in specified developmental and commercial milestone payments and royalties on licensed products for each licensed product. At the time of the entry into the option and license agreement, a member of the Company’s board of directors was a beneficial owner of greater than 10% of the outstanding shares of Beam. This director is also 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-modified cells.

Under the terms of the agreement, the Company paid to Harvard aggregate consideration of $12.0 million, comprising $9.0 million in common stock and $3.0 million in cash. Additionally, 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 ongoing pre-determined valuation measurement dates. The Harvard Success Payments can be achieved over a maximum of 12 years from the effective date of the agreement. 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. As of September 30, 2024, a Harvard Success Payment had not been triggered.

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 the initial value and changes in fair value recognized in research and development related success payments and contingent consideration. As of each of September 30, 2024 and December 31, 2023, the estimated fair value of the Harvard Success Payment liability was $1.6 million, and was recorded in long-term liabilities. In connection with the change in the estimated fair value of the Harvard Success Payment liability, the Company recognized gains of $0.8 million and $2.0 million for the three months ended September 30, 2024 and 2023, respectively, and an immaterial gain and a gain of $0.3 million for the nine months ended September 30, 2024 and 2023, respectively.

Commitments and Contingencies - Summary of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Lease, Cost [Abstract]
Operating lease cost	$ 4,728	$ 6,764	$ 13,816	$ 20,806
Short-term lease cost	1,108		3,659
Variable lease cost	2,195	1,890	6,297	5,801
Total lease cost	$ 8,031	$ 8,654	$ 23,772	$ 26,607

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consists of the following:


	September 30, 2024			December 31, 2023
	(in thousands)
Laboratory equipment	$	56,632		$	51,643
Leasehold improvements		33,847			31,361
Construction in progress		40,229			26,332
Computer equipment, software, and other		5,061			3,124
Total property and equipment, at cost		135,769			112,460
Less: Accumulated depreciation		(52,943	)		(41,771	)
Property and equipment, net	$	82,826		$	70,689

Acquisitions - (Tables)

9 Months Ended

Sep. 30, 2024

Cobalt Biomedicine, Inc

Business Acquisition [Line Items]

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

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

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (59,924)	$ (50,291)	$ (107,475)	$ 984	$ (113,999)	$ (82,123)	$ (217,690)	$ (195,138)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (g)(3)
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-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 65
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-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/exampleRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Fair Value Measurements - Additional Information (Details) - Maximum	9 Months Ended
	Sep. 30, 2024
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

Stock-Based Compensation - Summary of Additional Information Related to Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Weighted average grant date fair value per share for options granted	$ 5.98	$ 2.62
Aggregate intrinsic value of stock options exercised (in thousands)	$ 7,632	$ 2,426

Organization - Additional Information (Details) - USD ($) shares in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 29, 2024	Mar. 31, 2024	Jun. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Aug. 31, 2022
Description Of Organization [Line Items]
Accumulated deficit				$ 1,555,781,000	$ 1,338,091,000
Cash, cash equivalents and marketable securities				199,000,000
Success payment liabilities				12,700,000
Contingent consideration				60,600,000
Over Allotment Option
Description Of Organization [Line Items]
Number of warrants to purchase common stock	12,700
Net proceeds from issuance of common stock	$ 180,000,000			180,000,000
Common Stock
Description Of Organization [Line Items]
Aggregate common stock sold		21,773
Common Stock \| At The Market Offering
Description Of Organization [Line Items]
Aggregate common stock sold		150	4,586
Common Stock \| Underwritten Public Offering
Description Of Organization [Line Items]
Aggregate common stock sold	21,800
Common Stock \| Underwriters' Option To Purchase Additional Shares
Description Of Organization [Line Items]
Aggregate common stock sold	4,500
Pre Funded Warrants [Member] \| Over Allotment Option
Description Of Organization [Line Items]
Number of warrants to purchase common stock	12,700
Cowen \| At The Market Offering
Description Of Organization [Line Items]
Common stock maximum aggregate offering price						$ 150,000,000
Net proceeds from issuance of common stock				$ 28,600,000
Aggregate common stock sold				4,900

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, 2024	Dec. 31, 2023
Cash Equivalents
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	$ 103,044	$ 104,468
Gross Unrealized Holding Gains	11	3
Estimated Fair Value	103,055	104,471
Cash Equivalents \| Money Market Funds \| Level 1
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	62,053	70,315
Estimated Fair Value	62,053	70,315
Cash Equivalents \| US Government Agencies Debt Securities \| Fair Value, Inputs, Level 2
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	40,605	33,091
Gross Unrealized Holding Gains	11	3
Estimated Fair Value	40,616	33,094
Cash Equivalents \| Corporate Debt Securities \| Fair Value, Inputs, Level 2
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	386	1,062
Estimated Fair Value	386	1,062
Short-term Marketable Securities
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	71,968	71,741
Gross Unrealized Holding Gains	44	16
Gross Unrealized Holding Losses	(1)	(79)
Estimated Fair Value	72,011	71,678
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	65,209	57,924
Gross Unrealized Holding Gains	36	7
Gross Unrealized Holding Losses	(1)	(78)
Estimated Fair Value	65,244	57,853
Short-term Marketable Securities \| Corporate Debt Securities \| Fair Value, Inputs, Level 2
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	6,759	13,817
Gross Unrealized Holding Gains	8	9
Gross Unrealized Holding Losses		(1)
Estimated Fair Value	6,767	13,825
Financial Assets
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	175,012	176,568
Gross Unrealized Holding Gains	55	19
Gross Unrealized Holding Losses	(1)	(79)
Estimated Fair Value	175,066	176,508
Other Assets \| Fair Value, Inputs, Level 3
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost		359
Estimated Fair Value		359
Long-term Financial Liabilities
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	126,971	122,405
Estimated Fair Value	126,971	122,405
Long-term Financial Liabilities \| Contingent consideration \| Fair Value, Inputs, Level 3
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	111,856	109,606
Estimated Fair Value	111,856	109,606
Long-term Financial Liabilities \| Success Payment Liabilities \| Fair Value, Inputs, Level 3
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	15,115	12,799
Estimated Fair Value	15,115	12,799
Financial Liabilities
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Amortized Cost	126,971	122,405
Estimated Fair Value	$ 126,971	$ 122,405

License and collaboration agreements (Tables)

9 Months Ended

Sep. 30, 2024

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

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of significant accounting policies Basis of presentation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles in the United States (GAAP). 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, 2023 filed with the Securities and Exchange Commission (SEC) on February 29, 2024 (2023 Annual Report). Significant accounting policies The significant accounting policies used in the preparation of these condensed consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 are consistent with those discussed in Note 2 in the 2023 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, and operating lease right-of-use assets and liabilities. 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 any recently issued standards has had or may have a material impact on its condensed consolidated financial statements or disclosures. In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740) Improvements to Income Tax Disclosures that requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. This ASU is effective for the Company's fiscal year 2025. Early adoption is permitted. The Company is currently evaluating income tax disclosures related to its annual report for fiscal year 2025. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

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, 2024		December 31, 2023
	(in thousands)
Accrued compensation:
Accrued bonuses	$	8,813	$	14,379
Accrued paid time off		4,570		4,731
Accrued payroll		4,131		3,936
Other accrued compensation		536		676
Total accrued compensation	$	18,050	$	23,722
Accrued expenses and other current liabilities:
Accrued research and development services	$	9,733	$	10,110
Accrued professional fees		1,725		1,470
Accrued property and equipment		199		9,200
Other accrued current liabilities		3,705		2,682
Total accrued expenses and other current liabilities	$	15,362	$	23,462

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 135,769	$ 112,460
Less: Accumulated depreciation	(52,943)	(41,771)
Property and equipment, net	82,826	70,689
Laboratory Equipment
Property Plant And Equipment [Line Items]
Property and equipment, at cost	56,632	51,643
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, at cost	33,847	31,361
Construction In Progress
Property Plant And Equipment [Line Items]
Property and equipment, at cost	40,229	26,332
Computer Equipment, Software and Other
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 5,061	$ 3,124

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, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Stock Options
Stock Options Outstanding, Beginning Balance \| shares	26,849
Stock Options, Granted \| shares	7,538
Stock Options, Exercised \| shares	(2,472)
Stock Options, Forfeited/Cancelled \| shares	(3,432)
Stock Options Outstanding, Ending Balance \| shares	28,483	26,849
Stock Options Exercisable \| shares	14,635
Weighted-Average Exercise Price per Share
Weighted-Average Exercise Price per Share Outstanding, Beginning Balance \| $ / shares	$ 6.6
Weighted-Average Exercise Price per Share, Granted \| $ / shares	8.82
Weighted-Average Exercise Price per Share, Exercised \| $ / shares	3.72
Weighted-Average Exercise Price per Share, Forfeited/Cancelled \| $ / shares	8.06
Weighted-Average Exercise Price per Share Outstanding, Ending Balance \| $ / shares	7.26	$ 6.6
Weighted-Average Exercise Price Per Share Exercisable \| $ / shares	$ 7.19
Weighted-Average Remaining Contractual Life (years)
Weighted-Average Remaining Contractual Life (years), Outstanding	7 years 9 months 18 days	8 years
Weighted-Average Remaining Contractual Life (years), Exercisable	6 years 10 months 24 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value, Outstanding \| $	$ 7,966	$ 11,235
Aggregate Intrinsic Value, Exercisable \| $	$ 6,450

Income Taxes

9 Months Ended

Sep. 30, 2024

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, 2024 and December 31, 2023, the Company’s uncertain tax positions were immaterial.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
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	223,108,000	197,857,000
Common stock, shares outstanding	223,108,000	197,857,000

Commitments and Contingencies - Additional Information (Details) $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended
	Jun. 30, 2022 USD ($) ft²	Jun. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Lessee Lease Description [Line Items]
Accrued expenses and other current liabilities			$ 15,362	$ 23,462
Other non-current liabilities			7,456
Obligation to pay base rent			$ 176,431
Weighted-average remaining lease term			9 years 8 months 12 days
Weighted-average incremental borrowing rate			11.40%
Bothell, Washington
Lessee Lease Description [Line Items]
Square feet \| ft²	79,565
Option to extend the lease term			with 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%
Accrued expenses and other current liabilities			$ 300
Other non-current liabilities			$ 7,500
Obligation to pay base rent	$ 68,800
Letter of credit	$ 1,600
Cambridge, Massachusetts and South San Francisco, California
Lessee Lease Description [Line Items]
Increase decrease in operating lease right-of-use assets		$ 6,400
Increase decrease in operating lease right-of-use liabilities		$ 6,200

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
Research and development	$ 53,206	$ 65,613	$ 170,528	$ 205,823
Research and development related success payments and contingent consideration	(5,497)	(82,615)	4,566	(55,816)
General and administrative	14,052	19,183	46,763	52,515
Total operating expenses	61,761	2,181	221,857	202,522
Loss from operations	(61,761)	(2,181)	(221,857)	(202,522)
Interest income, net	2,579	2,862	8,815	7,212
Other income (expense), net	(742)	303	(4,648)	172
Net income (loss)	$ (59,924)	$ 984	$ (217,690)	$ (195,138)
Net income (loss) per common share - basic	$ (0.25)	$ 0	$ (0.95)	$ (1.01)
Weighted-average number of common shares - basic	235,412	196,978	229,076	193,605
Net income (loss) per common share - diluted	$ (0.25)	$ 0	$ (0.95)	$ (1.01)
Weighted-average number of common shares - diluted	235,412	200,473	229,076	193,605

Fair Value Measurements - Summary of Estimated Fair Value of Success Payment Liabilities Unobservable Inputs (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Expected Stock Price Volatility \| Cobalt
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value measurement input	0.75	0.725
Expected Stock Price Volatility \| Harvard
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value measurement input	0.75	0.725
Expected Term (Years) \| Cobalt
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value measurement input expected term (years)	14 years 4 months 24 days	15 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)	6 years 6 months	7 years 2 months 12 days

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2024

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	56,000	March 2019 to January 2020	June 2027 to February 2028
South San Francisco, CA	Office/Laboratory	99,000	December 2019 to April 2022	April 2030
Rochester, NY	Office/Laboratory	3,000	January 2022	January 2027
Bothell, WA	Office/Laboratory/Manufacturing	80,000	January 2023	January 2039

Summary of Lease Costs

The following table summarizes the Company’s lease costs:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in thousands)
Operating lease cost	$	4,728	$	6,764	$	13,816	$	20,806
Short-term lease cost		1,108		-		3,659		-
Variable lease cost		2,195		1,890		6,297		5,801
Total lease cost	$	8,031	$	8,654	$	23,772	$	26,607

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 to the present value of the operating lease liabilities as of September 30, 2024 (in thousands):


2024 (remaining 3 months)	$	3,572
2025		21,768
2026		22,471
2027		19,899
2028		15,226
2029 and thereafter		93,495
Total undiscounted lease payments		176,431
Less: imputed interest		(80,347	)
Present value of operating lease liabilities		96,084
Less: current portion of operating lease liabilities	$	(10,601	)
Operating lease liabilities, net of current portion	$	85,483

Net income (loss) per share - Summary of Calculation of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Basic earnings per common share:
Net income (loss) attributable to common stockholders	$ (59,924)	$ 984	$ (217,690)	$ (195,138)
Weighted-average number of common shares - basic	235,412	196,978	229,076	193,605
Basic earnings (loss) per common share	$ (0.25)	$ 0	$ (0.95)	$ (1.01)
Diluted earnings per common share:
Net income (loss) attributable to common stockholders	$ (59,924)	$ 984	$ (217,690)	$ (195,138)
Weighted-average number of common shares - basic	235,412	196,978	229,076	193,605
Effect of dilutive securities:
Stock options and restricted stock units		3,495
Weighted-average number of common shares - diluted	235,412	200,473	229,076	193,605
Diluted earnings (loss) per common share	$ (0.25)	$ 0	$ (0.95)	$ (1.01)

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

Accrued Liabilities - Schedule of Accrued Compensation and Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accrued compensation:
Accrued bonuses	$ 8,813	$ 14,379
Accrued paid time off	4,570	4,731
Accrued payroll	4,131	3,936
Other accrued compensation	536	676
Total accrued compensation	18,050	23,722
Accrued expenses and other current liabilities:
Accrued research and development services	9,733	10,110
Accrued professional fees	1,725	1,470
Accrued property and equipment	199	9,200
Other accrued current liabilities	3,705	2,682
Total accrued expenses and other current liabilities	$ 15,362	$ 23,462

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Oct. 31, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
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	Accelerated Filer
Entity Common Stock, Shares Outstanding		223,268,889
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

Stockholders' Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Stockholders' Equity

10. Stockholders’ equity

In February 2024, the Company completed an underwritten public offering pursuant to which it sold 21.8 million shares of its common stock, including 4.5 million shares pursuant to the full exercise of the underwriters' option to purchase additional shares, and pre-funded warrants to purchase 12.7 million shares of its common stock, for net proceeds of approximately $180.0 million, after deducting underwriting discounts and commissions and offering expenses. The pre-funded warrants have an exercise price of $0.0001 per share of common stock. As the pre-funded warrants are indexed to the Company’s common stock and otherwise meet the requirements to be classified in equity, the Company recorded the consideration received from the issuance of the pre-funded warrants as additional paid-in capital on the Company’s consolidated balance sheet. The pre-funded warrants are exercisable at any time; however, the holders of pre-funded warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise. The holders of pre-funded warrants may increase or decrease such percentages not in excess of 19.99% by providing at least 61 days’ prior notice to the Company. The pre-funded warrants do not expire. During the three and nine months ended September 30, 2024, no pre-funded warrants were exercised.

In August 2022, the Company entered into a sales agreement with Cowen, acting as sales agent, pursuant to which it may offer and sell through Cowen up to $150.0 million in shares of the Company’s common stock from time to time in a series of one or more at the market equity offerings. As of September 30, 2024, the Company has sold an aggregate of 4.9 million shares of the Company's common stock under the ATM facility for net proceeds of $28.6 million, after deducting commissions and expenses.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

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, 2024
	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	$	62,053	$	-	$	-		$	62,053
U.S. government and agency securities	Level 2		40,605		11		-			40,616
Corporate debt securities	Level 2		386		-		-			386
Total cash equivalents			103,044		11		-			103,055
Short-term marketable securities:
U.S. government and agency securities	Level 2		65,209		36		(1	)		65,244
Corporate debt securities	Level 2		6,759		8		-			6,767
Total short-term marketable securities			71,968		44		(1	)		72,011
Total financial assets		$	175,012	$	55	$	(1	)	$	175,066
Financial liabilities:
Long-term financial liabilities:
Contingent consideration	Level 3		111,856		-		-			111,856
Success payment liabilities	Level 3		15,115		-		-			15,115
Total long-term financial liabilities			126,971		-		-			126,971
Total financial liabilities		$	126,971	$	-	$	-		$	126,971


		December 31, 2023
	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	$	70,315	$	-	$	-		$	70,315
U.S. government and agency securities	Level 2		33,091		3		-			33,094
Corporate debt securities	Level 2		1,062		-		-			1,062
Total cash equivalents			104,468		3		-			104,471
Short-term marketable securities:
U.S. government and agency securities	Level 2		57,924		7		(78	)		57,853
Corporate debt securities	Level 2		13,817		9		(1	)		13,825
Total short-term marketable securities			71,741		16		(79	)		71,678
Other assets	Level 3		359		-		-			359
Total financial assets		$	176,568	$	19	$	(79	)	$	176,508
Financial liabilities:
Long-term financial liabilities:
Contingent consideration	Level 3		109,606		-		-			109,606
Success payment liabilities	Level 3		12,799		-		-			12,799
Total long-term financial liabilities			122,405		-		-			122,405
Total financial liabilities		$	122,405	$	-	$	-		$	122,405

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, 2024
U.S. government and agency securities	$	9,125	$	(1	)	$	-	$	-		$	9,125	$	(1	)
Corporate debt securities		-		-			-		-			-		-
Total	$	9,125	$	(1	)	$	-	$	-		$	9,125	$	(1	)
December 31, 2023
U.S. government and agency securities	$	9,186	$	(3	)	$	10,386	$	(75	)	$	19,572	$	(78	)
Corporate debt securities		1,396		(1	)		-		-			1,396		(1	)
Total	$	10,582	$	(4	)	$	10,386	$	(75	)	$	20,968	$	(79	)

The Company determined that there was no material change in the credit risk of the above investments during the three and nine months ended September 30, 2024. As such, an allowance for credit losses has not been recognized. As of September 30, 2024, 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, 2024, 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, 2024, the balance in accumulated other comprehensive loss included net unrealized gains related to the Company’s available-for-sale debt securities.

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, 2023	$	109,606		$	11,160		$	1,639
Changes in fair value – expense		5,384			27,920			4,703
Balance as of March 31, 2024		114,990			39,080			6,342
Changes in fair value – gain		(3,369	)		(20,687	)		(3,888	)
Balance as of June 30, 2024		111,621			18,393			2,454
Changes in fair value – expense (gain)		235			(4,909	)		(823	)
Balance as of September 30, 2024	$	111,856		$	13,484		$	1,631

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, 2024		December 31, 2023
Unobservable Input	Range	Weighted-Average	Range	Weighted-Average
Discount rates	10.7% – 11.7%	11.3%	11.7% – 12.4%	11.9%
Probability of milestone achievement	5.0% –55.0%	25.7%	5.0% – 55.0%	25.7%

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 the Cobalt Success Payment 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 the 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 Success Payments and Harvard Success Payments were calculated using the following unobservable inputs:


	September 30, 2024		December 31, 2023
Unobservable Input	Cobalt	Harvard	Cobalt	Harvard
Expected stock price volatility	75.0%	75.0%	72.5%	72.5%
Expected term (years)	14.4	6.5	15.1	7.2

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

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-Subparagraph (f)
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-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Net income (loss) per share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net income (loss) per share

13. Net income (loss) per share

Basic and diluted net loss per common share are calculated by dividing net loss by the weighted-average number of common shares outstanding during the relevant period, including the pre-funded warrants given their nominal exercise price. The Company was in a loss position for all periods presented, and basic net loss per share and diluted net loss per share are therefore the same for all periods, as the inclusion of all potential common securities outstanding would have been anti-dilutive.

The following table summarizes the calculation of basic and diluted net income (loss) per share of common stock:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024			2023		2024			2023
	(in thousands, except per share amounts)
Basic earnings per common share:
Net income (loss) attributable to common stockholders	$	(59,924	)	$	984	$	(217,690	)	$	(195,138	)
Weighted-average number of common shares – basic		235,412			196,978		229,076			193,605
Basic earnings (loss) per common share	$	(0.25	)	$	0.00	$	(0.95	)	$	(1.01	)

Diluted earnings per common share:
Net income (loss) attributable to common stockholders	$	(59,924	)	$	984	$	(217,690	)	$	(195,138	)
Weighted-average number of common shares – basic		235,412			196,978		229,076			193,605
Effect of dilutive securities:
Stock options and restricted stock units		-			3,495		-			-
Weighted-average number of common shares – diluted		235,412			200,473		229,076			193,605
Diluted earnings (loss) per common share	$	(0.25	)	$	0.00	$	(0.95	)	$	(1.01	)

The following securities were excluded from the computation 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,
	2024		2023
	(in thousands)
Options to purchase common stock		28,483		23,302
Unvested RSUs		4,489		142
Total		32,972		23,444

Stock-Based Compensation - Additional Information (Details) - USD ($) shares in Millions, $ in Millions	1 Months Ended	9 Months Ended
	Feb. 28, 2021	Sep. 30, 2024	Sep. 30, 2023
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of vested		$ 5.0	$ 1.6
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		6.2
2021 Employee Stock Purchase Plan \| Maximum
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		20.9

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Subsequent Event - Additional Information (Details) - Subsequent Event $ in Millions	1 Months Ended
	Nov. 30, 2024 USD ($)
Subsequent Event [Line Items]
Percentage of workforce reduction	45.00%
Cash-based expenses related to employee severance, benefits and related costs	$ 6.4

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
At The Market Offering
Issuance of common stock, net of offering costs	$ 113
Pre Funded Warrants
Issuance of common stock, net of offering costs	$ 9,741

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 4,100	$ 4,500	$ 11,698	$ 13,293

Stock-Based Compensation - Schedule of Stock Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 10,770	$ 9,003	$ 31,242	$ 27,602
Research and Development Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	6,481	5,722	19,452	18,387
General and administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 4,289	$ 3,281	$ 11,790	$ 9,215

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, 2024	Jun. 30, 2024	Mar. 31, 2024
Contingent Consideration
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 111,621	$ 114,990	$ 109,606
Changes infair value - expense (gain)	235	(3,369)	5,384
Ending Balance	111,856	111,621	114,990
Cobalt Success Payment Liability
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	18,393	39,080	11,160
Changes infair value - expense (gain)	(4,909)	(20,687)	27,920
Ending Balance	13,484	18,393	39,080
Harvard Success Payment Liability
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	2,454	6,342	1,639
Changes infair value - expense (gain)	(823)	(3,888)	4,703
Ending Balance	$ 1,631	$ 2,454	$ 6,342

Acquisitions - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Business Acquisition [Line Items]
Goodwill		$ 140,627,000		$ 140,627,000		$ 140,627,000
Estimated fair value of contingent consideration, long-term liabilities		111,856,000		111,856,000		109,606,000
Change in the estimated fair value of contingent consideration				2,250,000	$ (47,223,000)
Cobalt Biomedicine, Inc \| Acquisition Agreement
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired	100.00%
Business acquisition, impairment of intangible assets or goodwill	$ 0
Goodwill	140,600,000
Maximum contingent consideration upon achievement of certain pre-specified development milestones	$ 500,000,000.0
Maximum term for success payment	20 years
Cobalt Biomedicine, Inc \| Acquisition Agreement \| Research and Development Expense
Business Acquisition [Line Items]
Estimated fair value of contingent consideration		111,900,000		111,900,000		109,600,000
Change in estimated fair value of success payment		(4,900,000)	$ (22,000,000)	2,300,000	(8,300,000)
Change in the estimated fair value of contingent consideration		200,000	$ (58,600,000)	2,300,000	$ (47,200,000)
Cobalt Biomedicine, Inc \| Acquisition Agreement \| Long-term Liabilities \| Research and Development Expense
Business Acquisition [Line Items]
Estimated fair value of success payment liability		$ 13,500,000		$ 13,500,000		$ 11,200,000
Cobalt Biomedicine, Inc \| Acquisition Agreement \| Minimum
Business Acquisition [Line Items]
Threshold market capitalization	$ 8,100,000,000
Cobalt Biomedicine, Inc \| Acquisition Agreement \| Market Capitalization Equal to or Exceeds $8.1 billion
Business Acquisition [Line Items]
Cobalt success payment	500,000,000.0
Cobalt Biomedicine, Inc \| Acquisition Agreement \| IPR&D
Business Acquisition [Line Items]
Business combination, intangible assets	$ 59,200,000

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Based Compensation Expense Recognized

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in thousands)
Research and development	$	6,481	$	5,722	$	19,452	$	18,387
General and administrative		4,289		3,281		11,790		9,215
Total stock-based compensation expense	$	10,770	$	9,003	$	31,242	$	27,602

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, 2024 are as follows:


	Stock Options		RSUs
Unrecognized stock-based compensation expense (in thousands)	$	60,322	$	25,801
Weighted-average period costs expected to be recognized (in years)		2.5		3.2

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, 2023		26,849		$	6.60		8.0	$	11,235
Granted		7,538			8.82
Exercised		(2,472	)		3.72
Forfeited/Cancelled		(3,432	)		8.06
Outstanding as of September 30, 2024		28,483		$	7.26		7.8	$	7,966
Exercisable as of September 30, 2024		14,635		$	7.19		6.9	$	6,450

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	2024	2023
Risk free interest rate	3.7% – 4.7%	3.4% – 4.6%
Expected volatility	72.5%	70.0% – 72.5%
Expected term (years)	5.50 – 6.25	5.50 – 6.50
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,
	2024		2023
Weighted average grant date fair value per share for options granted	$	5.98	$	2.62
Aggregate intrinsic value of stock options exercised (in thousands)	$	7,632	$	2,426

Summary of RSU Activity

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


	RSUs (in thousands)			RSUs Weighted-Average Grant Date Fair Value per Share
Unvested as of December 31, 2023		2,341		$	3.88
Granted		3,345			8.75
Vested		(524	)		4.76
Forfeited		(673	)		6.46
Unvested as of September 30, 2024		4,489		$	7.03

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 126,996	$ 133,517
Marketable securities	72,011	71,678
Restricted cash	3,832	3,832
Prepaid expenses and other current assets	7,310	4,488
Total current assets	210,149	213,515
Property and equipment, net	82,826	70,689
Operating lease right-of-use assets	61,040	74,903
Intangible asset	59,195	59,195
Goodwill	140,627	140,627
Other non-current assets	5,555	6,370
TOTAL ASSETS	559,392	565,299
Current liabilities:
Accounts payable	2,991	4,108
Accrued compensation	18,050	23,722
Accrued expenses and other current liabilities	15,362	23,462
Operating lease liabilities	10,601	13,195
Total current liabilities	47,004	64,487
Operating lease liabilities, net of current portion	85,483	90,901
Contingent consideration	111,856	109,606
Success payment liabilities	15,115	12,799
Other non-current liabilities	7,456
Total liabilities	266,914	277,793
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, 2024 and December 31, 2023
Common stock, $0.0001 par value; 750,000 shares authorized; 223,108 and 197,857 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	22	20
Additional paid-in capital	1,848,183	1,625,637
Accumulated other comprehensive income (loss)	54	(60)
Accumulated deficit	(1,555,781)	(1,338,091)
Total stockholders' equity	292,478	287,506
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 559,392	$ 565,299

Fair Value Measurements - Summary of Estimated Fair Value Available For Sale Debt Securities Continuous Unrealized Loss Position (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value less than 12 months	$ 9,125	$ 10,582
Unrealized losses less than 12 months	(1)	(4)
Fair value 12 months or greater		10,386
Unrealized losses 12 months or greater		(75)
Total fair value	9,125	20,968
Total unrealized losses	(1)	(79)
US Government Agencies Debt Securities
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value less than 12 months	9,125	9,186
Unrealized losses less than 12 months	(1)	(3)
Fair value 12 months or greater		10,386
Unrealized losses 12 months or greater		(75)
Total fair value	9,125	19,572
Total unrealized losses	$ (1)	(78)
Corporate Debt Securities
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value less than 12 months		1,396
Unrealized losses less than 12 months		(1)
Total fair value		1,396
Total unrealized losses		$ (1)

Acquisitions - Schedule of Various Thresholds for Market Capitalizations Resulting Potential Success Payment and Additional Potential Contingent Consideration (Parenthetical) (Details) - Sana $ in Billions	Feb. 28, 2019 USD ($)
Market Capitalization Equal to or Exceeds $8.1 billion
Business Acquisition [Line Items]
Threshold market capitalization	$ 8.1
Market Capitalization Equal to or exceeds $7.4 billion, but less than $8.1 billion
Business Acquisition [Line Items]
Threshold market capitalization	7.4
Market Capitalization Equal to or exceeds $6.8 billion, but less than $7.4 billion
Business Acquisition [Line Items]
Threshold market capitalization	6.8
Market Capitalization Less than $6.8 billion
Business Acquisition [Line Items]
Threshold market capitalization	$ 6.8

Fair Value Measurements - Summary of Estimated Fair Value of Contingent Consideration Unobservable Inputs (Details) - Cobalt Contingent Consideration	Sep. 30, 2024	Dec. 31, 2023
Discount Rates \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.107	0.117
Discount Rates \| Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.117	0.124
Discount Rates \| Weighted-Average
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.113	0.119
Probability of Milestone Achievement \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.05	0.05
Probability of Milestone Achievement \| Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.55	0.55
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	0.257	0.257

Acquisitions

9 Months Ended

Sep. 30, 2024

Business Combinations [Abstract]

Acquisitions

3. Acquisitions

Cobalt Biomedicine, Inc.

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

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 completion 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, the intangible asset is not complete. Amortization will begin when regulatory approval of a product candidate developed using 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 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 to certain former Cobalt stockholders contingent consideration (Cobalt Contingent Consideration) of up to an aggregate of $500.0 million upon the achievement of certain specified development milestones and a success payment (Cobalt Success Payment) of up to $500.0 million, each of which is payable in cash or stock. The Cobalt Success Payment is payable if, at pre-determined valuation measurement dates, 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, or received approval for, a biologics license application or new drug application for a product developed using the fusogen technology. 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. A valuation measurement date would also be triggered upon a change of control of the Company if at least one of the Company’s programs based on the fusogen technology is an active research program at the time of such change of control. If the Company’s market capitalization is below $8.1 billion as of the date of a change of control, the amount of the potential Cobalt Success Payment will decrease, and the amount of potential Cobalt Contingent Consideration will increase. As of September 30, 2024, a Cobalt Success Payment had not been triggered.


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 research and development related success payments and contingent consideration. As of September 30, 2024 and December 31, 2023, the estimated fair value of the Cobalt Success Payment liability was $13.5 million and $11.2 million, respectively, and was recorded in long-term liabilities. In connection with the change in the estimated fair value of the Cobalt Success Payment, the Company recognized gains of $4.9 million and $22.0 million for the three months ended September 30, 2024 and 2023, respectively, and an expense of $2.3 million and a gain of $8.3 million for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024 and December 31, 2023, the estimated fair value of the Cobalt Contingent Consideration was $111.9 million and $109.6 million, respectively, and was recorded in long-term liabilities. In connection with the change in the estimated fair value of the Cobalt Contingent Consideration, the Company recognized an expense of $0.2 million and a gain of $58.6 million for the three months ended September 30, 2024 and 2023, respectively, and an expense of $2.3 million and a gain of $47.2 million for the nine months ended September 30, 2024 and 2023, respectively.

Commitments and Contingencies - Schedule of Additional Information Related to Operating Leases (Details) - ft²	1 Months Ended	9 Months Ended
	Jun. 30, 2022	Sep. 30, 2024
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		56,000
Commencement Dates, Beginning		2019-03
Commencement Dates, Ending		2020-01
Lease arrangement, contractual expiration period, beginning year		2027-06
Lease arrangement, contractual expiration period, ending year		2028-02
South San Francisco, CA \| Office/Laboratory
Lessee Lease Description [Line Items]
Square feet		99,000
Commencement Dates, Beginning		2019-12
Commencement Dates, Ending		2022-04
Lease arrangement, contractual expiration period, beginning year		2030-04
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		2027-01
Bothell, WA
Lessee Lease Description [Line Items]
Square feet	79,565
Bothell, WA \| Office/Laboratory/Manufacturing
Lessee Lease Description [Line Items]
Square feet		80,000
Commencement Dates, Beginning		2023-01
Lease arrangement, contractual expiration period, ending year		2039-01

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, 2024 USD ($)
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense (in thousands)	$ 60,322
Weighted-average period costs expected to be recognized (in years)	2 years 6 months
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense (in thousands)	$ 25,801
Weighted-average period costs expected to be recognized (in years)	3 years 2 months 12 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles in the United States (GAAP). 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, 2023 filed with the Securities and Exchange Commission (SEC) on February 29, 2024 (2023 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, 2024 and for the three and nine months ended September 30, 2024 and 2023 are consistent with those discussed in Note 2 in the 2023 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, and operating lease right-of-use assets and liabilities.
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 any recently issued standards has had or may have a material impact on its condensed consolidated financial statements or disclosures. In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740) Improvements to Income Tax Disclosures that requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. This ASU is effective for the Company's fiscal year 2025. Early adoption is permitted. The Company is currently evaluating income tax disclosures related to its annual report for fiscal year 2025. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

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, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2021	Dec. 31, 2023	Oct. 31, 2021
Beam Therapeutics Inc. (Beam) \| Research and Development Expense
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payment to collaborators						$ 50,000,000
Beam Therapeutics Inc. (Beam) \| Maximum
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Developmental and commercial milestone payments and royalties on licensed products payable								$ 65,000,000.0
Beam Therapeutics Inc. (Beam) \| Minimum
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Beneficial ownership percentage held by a member of board of directors								10.00%
Harvard College
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Share issue price	$ 4.00
Aggregated consideration paid	$ 12,000,000.0
Common stock shares issued	9,000,000.0
Payment to collaborators	$ 3,000,000.0
Maximum period expected to achieve for success payments	12 years
Harvard College \| Long-term Liabilities
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Estimated fair value of success payment liability		$ 1,600,000		$ 1,600,000			$ 1,600,000
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 liability		$ (800,000)	$ (2,000,000)	$ (300,000)	$ (300,000)
Harvard College \| Maximum
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Cobalt success payment	$ 175,000,000.0

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 Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
OPERATING ACTIVITIES:
Net loss	$ (217,690)	$ (195,138)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	11,698	13,293
Stock-based compensation expense	31,242	27,602
Change in the estimated fair value of contingent consideration	2,250	(47,223)
Change in the estimated fair value of success payment liabilities	2,316	(8,593)
Non-cash expense for operating lease right-of-use assets	7,501	10,031
Other non-cash items, net	(7,853)	(9,962)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(6,781)	5,560
Operating lease right-of-use assets and liabilities	7,591	2,129
Accounts payable	(904)	2,363
Accrued expenses and other liabilities	(5,362)	(1,685)
Net cash used in operating activities	(175,992)	(201,623)
INVESTING ACTIVITIES:
Purchases of marketable securities	(212,988)	(131,617)
Proceeds from maturities of marketable securities	216,347	294,305
Purchases of property and equipment	(32,994)	(5,986)
Net cash provided by (used in) investing activities	(29,635)	156,702
FINANCING ACTIVITIES:
Proceeds from employee stock purchase plan and exercise of stock options	10,306	2,919
Proceeds from issuance of common stock from equity financings, net	181,000	27,009
Proceeds from tenant improvement loan, net	7,800
Net cash provided by financing activities	199,106	29,928
Net decrease in cash, cash equivalents, and restricted cash	(6,521)	(14,993)
Cash, cash equivalents, and restricted cash at beginning of period	137,349	187,273
Cash, cash equivalents, and restricted cash at end of period	130,828	172,280
SUPPLEMENTAL CASH FLOW INFORMATION:
Operating lease right-of-use assets obtained in exchange for lease obligations		8,984
Purchases of property and equipment included in accounts payable and accrued liabilities	258	9,933
Cash received for tenant improvement allowances	7,344	2,298
Derecognition of operating lease right-of-use asset for lease termination		$ (14,204)
Derecognition of operating lease right-of-use asset for lease modification	$ (6,362)

Stock-Based Compensation - Summary of RSU Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested as of December 31, 2023 \| shares	2,341
Granted \| shares	3,345
Vested \| shares	(524)
Forfeited \| shares	(673)
Unvested as of June 30, 2024 \| shares	4,489
Weighted-Average Grant Date Fair Value per Share
Unvested as of December 31, 2023 \| $ / shares	$ 3.88
Granted \| $ / shares	8.75
Vested \| $ / shares	4.76
Forfeited \| $ / shares	6.46
Unvested as of June 30, 2024 \| $ / shares	$ 7.03

Subsequent Event

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Event

15. Subsequent event

In November 2024, the Company announced a strategic repositioning to prioritize clinical and preclinical development in type 1 diabetes, B-cell mediated autoimmune diseases, refractory B-cell malignancies, and the fusogen platform for generating in vivo CAR T cells. The Company will suspend development of SC291, the Company's HIP-modified CD19 allogeneic CAR T therapy, in oncology and SC379, its glial progenitor cell program, as it seeks partnerships for these programs. The strategic repositioning resulted in a workforce reduction of approximately 45%. The Company expects to incur approximately $6.4 million of cash-based expenses related to employee severance, benefits, and related costs. The Company anticipates that the portfolio update and associated workforce reduction will be substantially complete in the first quarter of 2025.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

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, and manufacturing 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 manufacturing space located in Bothell, Washington (the Bothell facility). The initial term of the lease expires in February 2039, with 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 loan 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 year (the Tenant Improvement Loan). The Company elected to receive the Tenant Improvement Loan in the second quarter of 2024. As of September 30, 2024, $0.3 million was included in accrued expenses and other current liabilities and $7.5 million was included in other non-current liabilities. The Company is 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.

In April 2024, the Company amended the terms of certain agreements for its vivarium spaces in Cambridge, Massachusetts and South San Francisco, California, resulting in these agreements no longer requiring recognition on the balance sheet. In the second quarter of 2024, the Company derecognized the remaining balances related to the right-of-use asset and lease liability of $6.4 million and $6.2 million, respectively.

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	56,000	March 2019 to January 2020	June 2027 to February 2028
South San Francisco, CA	Office/Laboratory	99,000	December 2019 to April 2022	April 2030
Rochester, NY	Office/Laboratory	3,000	January 2022	January 2027
Bothell, WA	Office/Laboratory/Manufacturing	80,000	January 2023	January 2039

Throughout the term of each lease agreement, the Company is responsible for paying, in addition to base rent, certain operating costs, such as common area maintenance, taxes, utilities, and insurance. 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,
	2024		2023		2024		2023
	(in thousands)
Operating lease cost	$	4,728	$	6,764	$	13,816	$	20,806
Short-term lease cost		1,108		-		3,659		-
Variable lease cost		2,195		1,890		6,297		5,801
Total lease cost	$	8,031	$	8,654	$	23,772	$	26,607

As of September 30, 2024, the weighted-average remaining lease term was 9.7 years, and the weighted-average incremental borrowing rate was 11.4%.

The following table reconciles the Company’s undiscounted operating lease cash flows by fiscal year to the present value of the operating lease liabilities as of September 30, 2024 (in thousands):


2024 (remaining 3 months)	$	3,572
2025		21,768
2026		22,471
2027		19,899
2028		15,226
2029 and thereafter		93,495
Total undiscounted lease payments		176,431
Less: imputed interest		(80,347	)
Present value of operating lease liabilities		96,084
Less: current portion of operating lease liabilities	$	(10,601	)
Operating lease liabilities, net of current portion	$	85,483

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

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, 2024
	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	$	62,053	$	-	$	-		$	62,053
U.S. government and agency securities	Level 2		40,605		11		-			40,616
Corporate debt securities	Level 2		386		-		-			386
Total cash equivalents			103,044		11		-			103,055
Short-term marketable securities:
U.S. government and agency securities	Level 2		65,209		36		(1	)		65,244
Corporate debt securities	Level 2		6,759		8		-			6,767
Total short-term marketable securities			71,968		44		(1	)		72,011
Total financial assets		$	175,012	$	55	$	(1	)	$	175,066
Financial liabilities:
Long-term financial liabilities:
Contingent consideration	Level 3		111,856		-		-			111,856
Success payment liabilities	Level 3		15,115		-		-			15,115
Total long-term financial liabilities			126,971		-		-			126,971
Total financial liabilities		$	126,971	$	-	$	-		$	126,971


		December 31, 2023
	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	$	70,315	$	-	$	-		$	70,315
U.S. government and agency securities	Level 2		33,091		3		-			33,094
Corporate debt securities	Level 2		1,062		-		-			1,062
Total cash equivalents			104,468		3		-			104,471
Short-term marketable securities:
U.S. government and agency securities	Level 2		57,924		7		(78	)		57,853
Corporate debt securities	Level 2		13,817		9		(1	)		13,825
Total short-term marketable securities			71,741		16		(79	)		71,678
Other assets	Level 3		359		-		-			359
Total financial assets		$	176,568	$	19	$	(79	)	$	176,508
Financial liabilities:
Long-term financial liabilities:
Contingent consideration	Level 3		109,606		-		-			109,606
Success payment liabilities	Level 3		12,799		-		-			12,799
Total long-term financial liabilities			122,405		-		-			122,405
Total financial liabilities		$	122,405	$	-	$	-		$	122,405

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, 2024
U.S. government and agency securities	$	9,125	$	(1	)	$	-	$	-		$	9,125	$	(1	)
Corporate debt securities		-		-			-		-			-		-
Total	$	9,125	$	(1	)	$	-	$	-		$	9,125	$	(1	)
December 31, 2023
U.S. government and agency securities	$	9,186	$	(3	)	$	10,386	$	(75	)	$	19,572	$	(78	)
Corporate debt securities		1,396		(1	)		-		-			1,396		(1	)
Total	$	10,582	$	(4	)	$	10,386	$	(75	)	$	20,968	$	(79	)

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, 2023	$	109,606		$	11,160		$	1,639
Changes in fair value – expense		5,384			27,920			4,703
Balance as of March 31, 2024		114,990			39,080			6,342
Changes in fair value – gain		(3,369	)		(20,687	)		(3,888	)
Balance as of June 30, 2024		111,621			18,393			2,454
Changes in fair value – expense (gain)		235			(4,909	)		(823	)
Balance as of September 30, 2024	$	111,856		$	13,484		$	1,631

Success Payment Liabilities

Summary of Estimated Fair Value of Liabilities using Unobservable Inputs

The fair values of the Cobalt Success Payments and Harvard Success Payments were calculated using the following unobservable inputs:


	September 30, 2024		December 31, 2023
Unobservable Input	Cobalt	Harvard	Cobalt	Harvard
Expected stock price volatility	75.0%	75.0%	72.5%	72.5%
Expected term (years)	14.4	6.5	15.1	7.2

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, 2024		December 31, 2023
Unobservable Input	Range	Weighted-Average	Range	Weighted-Average
Discount rates	10.7% – 11.7%	11.3%	11.7% – 12.4%	11.9%
Probability of milestone achievement	5.0% –55.0%	25.7%	5.0% – 55.0%	25.7%

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net Income (Loss)	$ (59,924)	$ 984	$ (217,690)	$ (195,138)
Other comprehensive income, net of tax:
Unrealized gain on marketable securities, net	73	663	114	4,125
Total comprehensive income (loss)	$ (59,851)	$ 1,647	$ (217,576)	$ (191,013)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

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

+ References

+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Property and Equipment, Net

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

7. Property and equipment, net

Property and equipment, net consists of the following:


	September 30, 2024			December 31, 2023
	(in thousands)
Laboratory equipment	$	56,632		$	51,643
Leasehold improvements		33,847			31,361
Construction in progress		40,229			26,332
Computer equipment, software, and other		5,061			3,124
Total property and equipment, at cost		135,769			112,460
Less: Accumulated depreciation		(52,943	)		(41,771	)
Property and equipment, net	$	82,826		$	70,689

Depreciation expense was $4.1 million and $4.5 million for the three months ended September 30, 2024 and 2023, respectively, and $11.7 million and $13.3 million for the nine months ended September 30, 2024 and 2023, respectively.

Organization

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Organization

1. Organization

Sana Biotechnology, Inc. (the Company or Sana) is a biotechnology company focusing on utilizing reengineered cells as medicines. The Company’s operations to date have included identifying and developing potential product candidates, executing preclinical studies, establishing manufacturing capabilities, preparing for and executing clinical trials of its product candidates and supporting clinical trials of product candidates developed using its technologies, acquiring technologies, staffing the Company, business planning, establishing and maintaining 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 capital on terms acceptable to it or at all.

In August 2022, the Company entered into a sales agreement with Cowen and Company, LLC (Cowen), acting as sales agent, pursuant to which it may offer and sell through Cowen up to $150.0 million in shares of the Company’s common stock from time to time in a series of one or more at the market equity offerings (collectively, the ATM facility). As of September 30, 2024, the Company has sold an aggregate of 4.9 million shares of the Company's common stock under the ATM facility for net proceeds of $28.6 million, after deducting commissions and expenses.

The Company has incurred operating losses each year since inception and expects such losses to continue for the foreseeable future. As of September 30, 2024, the Company had cash, cash equivalents, and marketable securities of $199.0 million, and an accumulated deficit of $1.6 billion, which includes cumulative non-cash charges related to the revaluation of the success payment liabilities and contingent consideration of $12.7 million and $60.6 million, respectively.